VARIABLE ANNUITY ACCOUNT I OF AETNA INSURANCE CO OF AMERICA
485BPOS, 1998-04-17
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As filed with the Securities and Exchange                    File No. 33-59749
Commission on April 17, 1998                                File No. 811-8582

- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4
- --------------------------------------------------------------------------------

                        POST-EFFECTIVE AMENDMENT NO. 8 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 May 1,1998 pursuant to paragraph (b) of Rule 485


<PAGE>

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

<TABLE>
<CAPTION>
FORM N-4 
ITEM NO.                          PART A (PROSPECTUS)                           LOCATION

        <S>         <C>                                                 <C>
      
        1           Cover Page.......................................   Cover Page

        2           Definitions......................................   Definitions

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

        4           Condensed Financial Information..................   Condensed Financial Information

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

        6           Deductions and Expenses..........................   Charges and Deductions

        7           General Description of Variable Annuity 
                    Contracts .......................................   Purchase; Miscellaneous

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

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

        10          Purchases and Contract Value.....................   Purchase; Determining Contract Valuation

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

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

        13          Legal Proceedings................................   Miscellaneous - Legal Matters and 
                                                                        Proceedings

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


<PAGE>

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

        <S>         <C>                                                 <C>
        15          Cover Page.......................................   Cover page

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

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

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

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

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

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

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

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

<PAGE>

                           Part C (Other Information)
                           --------------------------

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


<PAGE>

                                  PROSPECTUS
================================================================================

   
The Contracts offered in connection with this Prospectus are the "Aetna
Marathon Plus" group and individual deferred variable annuity contracts
("Contracts") issued by Aetna Insurance Company of America (the "Company"). The
Contracts are available as (1) nonqualified deferred annuity contracts; (2)
Individual Retirement Annuities ("IRA") including Roth IRAs under Sections
408(b) and 408A of the Internal Revenue Code (may be subject to approval by
state regulatory agencies); or (3) qualified contracts issued in connection
with certain employer sponsored retirement plans (may be subject to approval by
the Company and state regulatory agencies). Currently, the IRA is not available
as a "SIMPLE IRA" as defined in Section 408(p) of the Internal Revenue Code. In
most states, group Contracts are offered to certain broker-dealers or banks
which have agreed to act as Distributors of the Contracts. Individuals who have
established accounts with those broker-dealers or banks are eligible to
participate in the Contract. Individual Contracts are offered only in those
states where the group Contracts are not authorized for sale. (See "Purchase.")
    
 

The securities offered in this Prospectus are distributed through Aetna Life
Insurance and Annuity Company, an affiliate of the Company, as the Underwriter
and by registered broker-dealers or banks selected by it as Distributors. (See
"Purchase.")

   
In most states, the Contracts provide that Purchase Payments may be allocated
to the AICA Guaranteed Account (the "Guaranteed Account"), a credited interest
option, or to one or more of the Subaccounts of Variable Annuity Account I, a
separate account of the Company. In certain states, Purchase Payments may be
allocated to the Fixed Account when the Guaranteed Account is not available.
The Subaccounts invest directly in shares of the following Funds:

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

Except as specifically mentioned, this Prospectus describes only investments
through the Separate Account. The Guaranteed Account is described in Appendix A
to this Prospectus, as well as in the Guaranteed Account's prospectus. The
Fixed Account is described in Appendix B to this Prospectus. The availability
of the Funds, the Guaranteed Account and the Fixed Account is subject to
applicable regulatory authorization; not all options may be available in all
jurisdictions or under all Contracts. (See "Investment Options.")

This Prospectus provides investors with the information about the Separate
Account that they should know before investing in the Contracts. Additional
information about the Separate Account is contained in a Statement of
Additional Information ("SAI") which is available at no charge. The SAI has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Table of Contents for the SAI is printed on page 25 of
this Prospectus. An SAI for this Prospectus and for any Fund Prospectus may be
obtained by indicating the request on your Application or by calling the number
listed under the "Inquiries" section of the Prospectus Summary.

THIS PROSPECTUS SHOULD BE READ IN CONJUNCTION WITH THE CURRENT PROSPECTUSES OF
THE FUNDS AND THE AICA GUARANTEED ACCOUNT. ALL PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.
    

<PAGE>

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY ANY BANK, NOR
ARE THEY INSURED BY THE FDIC; THEY ARE SUBJECT TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

THIS PROSPECTUS, THE STATEMENT OF ADDITIONAL INFORMATION AND OTHER INFORMATION
ABOUT THE SEPARATE ACCOUNT REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION CAN BE FOUND IN THE SEC'S WEB SITE AT http://www.sec.gov.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.


   
     THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED
                                  MAY 1, 1998.
    
<PAGE>

   
                               TABLE OF CONTENTS
================================================================================

<TABLE>
<S>                                                                           <C>
DEFINITIONS...............................................       DEFINITIONS - 1
PROSPECTUS SUMMARY .......................................           SUMMARY - 1
FEE TABLE ................................................         FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION ..........................       AUV HISTORY - 1
THE COMPANY .................................................................  1
VARIABLE ANNUITY ACCOUNT I ..................................................  1
INVESTMENT OPTIONS ..........................................................  1
  The Funds .................................................................  1
  Credited Interest Option ..................................................  2
  Fixed Account .............................................................  2
PURCHASE ....................................................................  2
  Contract Availability .....................................................  2
  Purchasing Interests in the Contract ......................................  3
  Purchase Payments .........................................................  3
  Contract Rights ...........................................................  3
  Designations of Beneficiary and Annuitant .................................  4
  Right to Cancel ...........................................................  4
CHARGES AND DEDUCTIONS ......................................................  4
  Daily Deductions from the Separate Account ................................  4
    Mortality and Expense Risk Charge .......................................  4
    Administrative Charge ...................................................  5
  Maintenance Fee ...........................................................  5
  Deferred Sales Charge .....................................................  5
  Fund Expenses .............................................................  6
  Premium and Other Taxes ...................................................  6
CONTRACT VALUATION ..........................................................  7
  Account Value .............................................................  7
  Accumulation Units ........................................................  7
  Net Investment Factor .....................................................  7
TRANSFERS ...................................................................  7
  Telephone Transfers .......................................................  8
  Dollar Cost Averaging Program .............................................  8
  Account Rebalancing Program ...............................................  8
WITHDRAWALS .................................................................  9
SYSTEMATIC DISTRIBUTION OPTIONS ............................................. 10
DEATH BENEFIT DURING ACCUMULATION PERIOD .................................... 10
  Death Benefit Amount ...................................................... 10
  Death Benefit Payment Options ............................................. 12
ANNUITY PERIOD .............................................................. 13
  Annuity Period Elections .................................................. 13
  Partial Annuitization ..................................................... 13
  Annuity Options ........................................................... 13
  Annuity Payments .......................................................... 14
</TABLE>
    

<PAGE>


   
<TABLE>
<S>                                                                           <C>
  Charges Deducted During the Annuity Period ................................ 15
  Death Benefit Payable During the Annuity Period ........................... 15
TAX STATUS .................................................................. 15
  Introduction .............................................................. 15
  Taxation of the Company ................................................... 15
  Tax Status of the Contract ................................................ 16
  Taxation of Annuity Contracts ............................................. 17
  Contracts Used with Certain Retirement Plans .............................. 19
MISCELLANEOUS ............................................................... 22
  Distribution .............................................................. 22
  Delay or Suspension of Payments ........................................... 22
  Performance Reporting ..................................................... 22
  Voting Rights ............................................................. 23
  Modification of the Contract .............................................. 23
  Transfers of Ownership; Assignment ........................................ 23
  Involuntary Terminations .................................................. 24
  Legal Matters and Proceedings ............................................. 24
  Year 2000 ................................................................. 24
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ......................... 25
APPENDIX A--AICA GUARANTEED ACCOUNT ......................................... 26
APPENDIX B--FIXED ACCOUNT ................................................... 29
APPENDIX C--DESCRIPTION OF UNDERLYING FUNDS ................................. 30
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. THE COMPANY DOES NOT AUTHORIZE ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH
THE OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
     

<PAGE>

                                   DEFINITIONS
================================================================================

The following terms are defined as they are used in this Prospectus:

Account: A record that identifies contract values accumulated on each
Certificate Holder's behalf during the Accumulation Period.

Account Value: The total dollar value of amounts held in an Account as of each
Valuation Date during the Accumulation Period.

Account Year: A period of twelve months measured from the date on which an
Account is established (the effective date) or from an anniversary of such
effective date.

Accumulation Period: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.

Accumulation Unit: A measure of the value of each Subaccount before annuity
payments begin.

Adjusted Account Value: The Account Value, plus or minus the aggregate market
value adjustment for amounts allocated to the Guaranteed Account.

Annuitant: The person on whose life or life expectancy the annuity payments are
based.

Annuity: A series of payments for life, a definite period or a combination of
the two.

Annuity Date: The date on which annuity payments begin.

Annuity Period: The period during which annuity payments are made.

Annuity Unit: A measure of the value of each Subaccount selected during the
Annuity Period.

Application: The form or collection of information required by the Company to
purchase an interest in a group contract or an individual contract.

Beneficiary(ies): The person or persons who are entitled to receive any death
benefit proceeds. Under Nonqualified Contracts, Individual Retirement Annuities
and Section 403(b) Contracts, Beneficiary refers to the beneficiary named under
the Contract. Under Qualified Contracts sold in conjunction with 401(a) or 457
Plans, Beneficiary refers to the beneficiary under the plan.

Certificate: The document issued to a Certificate Holder for an Account
established under a group contract.

Certificate Holder (You): A person or entity who purchases an individual
Contract or acquires an interest under a group Contract.

Claim Date: The date when proof of death and the Beneficiary's claim are
received in good order at the Company's Home Office.

Company (We, Us): Aetna Insurance Company of America.

Contract: The group and individual deferred, variable annuity contracts offered
by this Prospectus.

   
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.
    

Distributor(s): The registered broker-dealer(s), or banks that may be acting as
broker-dealers without separate registration under the Securities Exchange Act
of 1934, which have entered into selling agreements with the Company to offer
and sell the Contracts. The Company may also serve as a Distributor.

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


- --------------------------------------------------------------------------------
                                 DEFINITIONS - 1

<PAGE>

Fund(s): An open-end registered management investment company whose shares are
purchased by the Separate Account to fund the benefits provided by the
Contract.

Group Contract Holder: The entity to which a group Contract is issued.

Home Office: The Company's principal executive offices located at 151
Farmington Avenue, Hartford, Connecticut 06156.

Individual Contract Holder: A person or entity who has purchased an individual
variable annuity contract (also referred to as a "Certificate Holder").

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

Nonqualified Contract: A contract established to supplement an individual's
retirement income, or to provide an alternative investment option under an
Individual Retirement Account qualified under Code Section 408(a).

Purchase Payment(s): The gross payment(s) made to the Company under an Account.
 

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

Registered Representative: The individual who is registered with a
broker-dealer acting as Distributor to offer and sell securities, or who is an
employee of a bank acting as Distributor that is exempt from broker-dealer
registration under the Securities Exchange Act of 1934. Registered
Representatives must also be licensed as insurance agents to sell variable
annuity contracts.

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

Separate Account: Variable Annuity Account I, a separate account established
for the purpose of funding variable annuity contracts issued by the Company.

Subaccount(s): The portion of the assets of the Separate Account that is
allocated to a particular Fund. Each Subaccount invests in the shares of only
one corresponding Fund.

Surrender Value: The amount payable upon the withdrawal of all or any portion
of an Account Value.

Underwriter: The registered broker-dealer which contracts with other registered
broker-dealers, or with banks exempt from broker-dealer registration, to offer
and sell the Contracts. Aetna Life Insurance and Annuity Company will serve as
Underwriter.

Valuation Date: The date and time at which the Accumulation Unit Value and
Annuity Unit Value of a Subaccount is calculated. Currently, this calculation
occurs after the close of business of the New York Stock Exchange on any normal
business day, Monday through Friday, that the New York Stock Exchange is open.


- --------------------------------------------------------------------------------
                                 DEFINITIONS - 2

<PAGE>

                               PROSPECTUS SUMMARY
================================================================================

   
CONTRACTS OFFERED

     The Contracts offered in connection with this Prospectus are group and
individual deferred variable annuity contracts issued by Aetna Insurance
Company of America (the "Company"). The purpose of the Contract is to
accumulate values and to provide benefits upon retirement. The Contracts are
currently available for (1) individual nonqualified purchases (we reserve the
right to limit the ownership of nonqualified contracts to natural persons); (2)
Individual Retirement Annuities ("IRAs") including Roth IRAs, other than
"SIMPLE IRAs" as defined in Section 408(p) of the Internal Revenue Code
("Code") (may be subject to approval by state regulatory agencies); and (3)
purchases made in conjunction with employer sponsored retirement plans under
Section 403(b) of the Code (may be subject to approval by the Company and by
state regulatory agencies). Prior to May 1, 1998, the Contracts were also
available for purchases made in conjunction with employer-sponsored retirement
plans under Sections 401(a) or 457 of the Code.
    

     In most states, group Contracts are offered to certain broker-dealers or
banks which have agreed to act as Distributors of the Contracts. Individuals
who have established accounts with those broker-dealers or banks are eligible
to participate in the Contract. Individual Contracts are offered in those
states where the group Contracts are not authorized for sale. Joint Certificate
Holders are allowed only on Nonqualified Contracts. A joint Certificate Holder
must be the spouse of the other joint Certificate Holder. In Pennsylvania, the
joint Certificate Holders do not need to be spouses. References to "Certificate
Holders" in this Prospectus mean both of the Certificate Holders on joint
Accounts.

CONTRACT PURCHASE
     You may purchase an interest in the Contract by completing an Application
and submitting it to the Company. Purchase Payments can be applied to the
Contract either through a lump-sum payment or through ongoing contributions.
(See "Purchase.")

   
FREE LOOK PERIOD
     You may cancel the Contract or Certificate within 10 days after you
receive it (or longer if required by state law) by returning it to the Company
along with a written notice of cancellation. Unless state law requires
otherwise, the amount you will receive upon cancellation will reflect the
investment performance of the Subaccounts into which your Purchase Payments
were deposited. In some cases this may be more or less than the amount of your
Purchase Payments. Under a Contract issued as an Individual Retirement Annuity,
you will receive a refund of your Purchase Payment. (See "Purchase--Right to
Cancel.") 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 and you
exercise your free look right under this provision, the Purchase Payment will
be restored to the contract from which it came.

INVESTMENT OPTIONS
     The Company has established Variable Annuity Account I, a registered unit
investment trust, for the purpose of funding the variable portion of the
Contracts. The Separate Account is divided into Subaccounts which invest
directly in shares of the Funds described herein. The Contract allows
investment in the Subaccounts, as well as in the Guaranteed Account (or Fixed
Account, in certain states) described below subject to the limitations
described in "Investment Options," see page 1. For a complete list of the Funds
available under the Contracts, and a description of the investment objectives
of each of the Funds and their investment advisers, see "Investment
Options--The Funds" and Appendix C in this Prospectus, as well as the
prospectuses for each of the Funds.

     The Guaranteed Account is the credited interest option available under the
Contract which allows you to earn a fixed rate of interest, if held for the
guaranteed term. (See Appendix A to this Prospectus and the prospectus for the
Guaranteed Account.)

     The Fixed Account is an option available under the Contract in certain
states which allows you to earn a fixed rate of interest. (See Appendix B to
this Prospectus.)
    

- --------------------------------------------------------------------------------
                                   SUMMARY - 1

<PAGE>

CHARGES AND DEDUCTIONS
     Certain charges are associated with these Contracts. These charges include
daily deductions from the Separate Account (the mortality and expense risk
charge and an administrative charge), as well as any applicable maintenance
fee, transfer fees and premium and other taxes. The Funds also incur certain
fees and expenses which are deducted directly from the Funds. A deferred sales
charge may apply upon a full or partial withdrawal of the Account Value. (See
the Fee Table and "Charges and Deductions.")

   
TRANSFERS
     Prior to the Annuity Date, and subject to certain limitations, you can
transfer Account Values among the Subaccounts and the Guaranteed Account (or
Fixed Account in certain states). During the Annuity Period and subject to
state approval, if you have elected variable payments, you can make transfers
among the Subaccounts available during the Annuity Period. Currently, during
the Accumulation Period, transfers are without charge. However, the Company
reserves the right to charge up to $10 for each additional transfer if more
than 12 transfers are made in a calendar year. Any transfer charge will be
applied so that the amount being transferred will be reduced. Transfers can be
requested in writing or by telephone in accordance with the Company's transfer
procedures. If approved by your state, during the Annuity Period, you can
currently make up to four transfers each calendar year. There is no charge for
these transfers. (Transfers from the Guaranteed Account may be restricted and
subject to a market value adjustment. See Appendix A)

     The Company also offers a Dollar Cost Averaging Program and an Account
Rebalancing Program. The Dollar Cost Averaging Program permits the automatic
transfer of amounts from any of the Subaccounts and an available Guaranteed
Account term to any of the other Subaccounts on a monthly or quarterly basis.
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. The Account Rebalancing Program allows
you to request that each year, or at other more frequent intervals as we allow,
we automatically reallocate your Account value to specified percentages among
the Subaccounts in which you invest. (See "Transfers.")

WITHDRAWALS
     All or a part of the Account Value may be withdrawn prior to the Annuity
Date by properly completing a disbursement form and sending it to the Company.
Certain charges may be assessed upon withdrawal. Amounts withdrawn from the
Guaranteed Account may be subject to a market value adjustment. (See Appendix
A.) The taxable portion of the withdrawal may also be subject to income tax and
a federal tax penalty. (See "Withdrawals.")
    

     The Contract also offers certain Systematic Distribution Options during
the Accumulation Period subject to certain criteria. Some Systematic
Distribution Options are not available in all states and may not be suitable in
every situation. (See "Systematic Distribution Options.")

GUARANTEED DEATH BENEFIT
     These Contracts contain a guaranteed death benefit feature. Upon the death
of the Annuitant, the Account Value may be increased under certain
circumstances. (See "Death Benefit During Accumulation Period.")

     After Annuity Payments have commenced, a death benefit may be payable to
the Beneficiary depending upon the terms of the Contract and the Annuity Option
selected. (See "Death Benefit Payable During the Annuity Period.")

THE ANNUITY PERIOD
     On the Annuity Date, you may elect to begin receiving Annuity Payments.
Annuity Payments can be made on either a fixed, variable or combination fixed
and variable basis. If a variable payout is selected, the payments will
continue to vary with the investment performance of the Subaccount(s) selected.
The Company reserves the right to limit the number of Subaccounts that may be
available during the Annuity Period. (See "Annuity Period.")


- --------------------------------------------------------------------------------
                                   SUMMARY - 2

<PAGE>

   
TAXES
     Earnings are not generally taxed until you or your Beneficiary(ies)
actually receive a distribution from the Contract. A 10% federal tax penalty
may be imposed on certain withdrawals. Special rules apply to distributions
from a Roth IRA. (See "Tax Status.")
    

INQUIRIES
     Questions, inquiries or requests for additional information can be
directed to your agent or local representative, or you may contact the Company
as follows:

<TABLE>
   <S>                                <C>
   [bullet] Write to:                 Aetna Insurance Company of America
                                      151 Farmington Avenue
                                      Hartford, Connecticut 06156-5996
                                      Attention: Customer Service

   [bullet] Call Customer Service:    1-800-531-4547 (for automated transfers
                                      or changes in the allocation of Account
                                      Values, call: 1-800-262-3862)
</TABLE>


- --------------------------------------------------------------------------------
                                   SUMMARY - 3

<PAGE>

                                    FEE TABLE
================================================================================

This Fee Table describes the various charges and expenses associated with the
Contract. No sales charge is paid upon purchase of the Contract. All costs that
are borne directly or indirectly under the Subaccounts and Funds are shown
below. Some expenses may vary as explained under "Charges and Deductions." The
charges and expenses shown below do not include premium taxes that may be
applicable. For more information regarding expenses paid out of assets of a
particular Fund, see the Fund's prospectus.

   
                     CONTRACTS OTHER THAN ROTH IRA CONTRACTS
    

CONTRACT HOLDER TRANSACTION EXPENSES

    Deferred Sales Charge for withdrawals under each Contract (as a percentage
    of each Purchase Payment withdrawn):

<TABLE>
<CAPTION>
- ----------------------------------------------
Years from Receipt of           Deferred Sales
 Purchase Payment             Charge Deduction
- ----------------------------- ----------------
<S>                                  <C>
  Less than 2                        7%
  2 or more but less than 4          6%
  4 or more but less than 5          5%
  5 or more but less than 6          4%
  6 or more but less than 7          3%
  7 or more                          0%
- ----------------------------------------------
</TABLE>


<TABLE>
    <S>                                                                                      <C>
    Annual Maintenance Fee (1) ...........................................................   $ 30.00
    Transfer Charge (2) ..................................................................   $  0.00

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)

DURING THE ACCUMULATION PERIOD:
    Mortality and Expense Risk Charge ....................................................      1.25%(3)
    Administrative Charge ................................................................      0.15%
                                                                                             -------
        Total Subaccount Annual Expenses .................................................      1.40%
                                                                                             =======
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."
    (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.


- --------------------------------------------------------------------------------
                                  FEE TABLE - 1

<PAGE>

   
                               ROTH IRA CONTRACTS


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.


<TABLE>
<CAPTION>
- ----------------------------------------------
Completed Contract              Deferred Sales
   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>


<TABLE>
    <S>                                                                                      <C>
    Annual Maintenance Fee (1) ...........................................................   $ 30.00
    Transfer Charge (2) ..................................................................   $  0.00
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)
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.
    


- --------------------------------------------------------------------------------
                                  FEE TABLE - 2

<PAGE>

   
ANNUAL EXPENSES OF THE FUNDS (APPLIES TO ALL CONTRACTS)
The following table illustrates the advisory fees and other expenses applicable
to the Funds. Except as noted, the following figures are a percentage of
average net assets and, except where otherwise indicated, are based on figures
for the year ended December 31, 1997. A Fund's "Other Expenses" include
operating costs of the Fund. These expenses are reflected in the Fund's net
asset value and are not deducted from the Account Value.

<TABLE>
<CAPTION>
                                                                     Investment             Other
                                                                  Advisory Fees(1)        Expenses
                                                                   (after expense      (after expense       Total Fund
                                                                   reimbursement)      reimbursement)     Annual Expenses
                                                                  ---------------      --------------     ---------------
<S>                                                                      <C>                 <C>                <C>
Aetna Ascent VP(2)(3)                                                    0.57%               0.23%              0.80%
Aetna Balanced VP, Inc.(3)                                               0.50%               0.10%              0.60%
Aetna Bond VP(3)                                                         0.40%               0.10%              0.50%
Aetna Crossroads VP(2)(3)                                                0.55%               0.25%              0.80%
Aetna Growth VP(2)(3)                                                    0.16%               0.64%              0.80%
Aetna Growth and Income VP(3)                                            0.50%               0.09%              0.59%
Aetna Index Plus Large Cap VP(2)(3)                                      0.32%               0.23%              0.55%
Aetna International VP(2)(3)                                             0.77%               0.38%              1.15%
Aetna Legacy VP(2)(3)                                                    0.49%               0.31%              0.80%
Aetna Money Market VP(3)                                                 0.25%               0.10%              0.35%
Aetna Real Estate Securities VP(2)(3)                                    0.62%               0.33%              0.95%
Aetna Small Company VP(2)(3)                                             0.35%               0.60%              0.95%
Aetna Value Opportunity VP(2)(3)                                         0.20%               0.60%              0.80%
Calvert Social Balanced Portfolio(4)                                     0.69%               0.12%              0.81%
Fidelity VIP Equity-Income Portfolio(5)                                  0.50%               0.08%              0.58%
Fidelity VIP Growth Portfolio(5)                                         0.60%               0.09%              0.69%
Fidelity VIP High Income Portfolio(5)                                    0.59%               0.12%              0.71%
Fidelity VIP Overseas Portfolio(5)                                       0.75%               0.17%              0.92%
Fidelity VIP II Asset Manager Portfolio(5)                               0.55%               0.10%              0.65%
Fidelity VIP II Contrafund Portfolio(5)                                  0.60%               0.11%              0.71%
Fidelity VIP II Index 500 Portfolio(6)                                   0.24%               0.04%              0.28%
Janus Aspen Aggressive Growth Portfolio(7)                               0.73%               0.03%              0.76%
Janus Aspen Balanced Portfolio(7)                                        0.76%               0.07%              0.83%
Janus Aspen Flexible Income Portfolio                                    0.65%               0.10%              0.75%
Janus Aspen Growth Portfolio(7)                                          0.65%               0.05%              0.70%
Janus Aspen Worldwide Growth Portfolio(7)                                0.66%               0.08%              0.74%
MFS Total Return Series(8)                                               0.75%               0.25%              1.00%
MFS World Governments Series(8)                                          0.75%               0.25%              1.00%
Oppenheimer Aggressive Growth Fund                                       0.71%               0.02%              0.73%
Oppenheimer Global Securities Fund                                       0.70%               0.06%              0.76%
Oppenheimer Growth & Income Fund                                         0.75%               0.08%              0.83%
Oppenheimer Strategic Bond Fund                                          0.75%               0.08%              0.83%
Portfolio Partners MFS Emerging Equities Portfolio(9)(10)                0.68%               0.13%              0.81%
Portfolio Partners MFS Research Growth Portfolio(9)(10)                  0.70%               0.15%              0.85%
Portfolio Partners MFS Value Equity Portfolio(9)                         0.65%               0.25%              0.90%
Portfolio Partners Scudder International Growth Portfolio(9)             0.80%               0.20%              1.00%
Portfolio Partners T. Rowe Price Growth Equity Portfolio(9)              0.60%               0.15%              0.75%
</TABLE>

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

(1)  Certain of the Fund advisers reimburse the Company for administrative costs
     incurred in connection with administering the Funds as variable funding
     options under the Contract. These reimbursements are paid out of the
     investment advisory fees and are not charged to investors.

(2)  Effective May 1, 1998, the Portfolios' adviser has agreed to waive a
     portion of its fee or to reimburse certain expenses so that aggregate
     expenses do not exceed the total expenses shown above. These fee
     waiver/expense reimbursement arrangements will increase total return and
     may be modified or terminated at any time.

    Without these fee waiver/expense reimbursement arrangements Management Fees
    and Total Expenses for the Portfolio would be higher. Management Fees and
    Total Expenses would be as follows: 0.60% and 0.83% for Ascent VP; 0.60% and
    0.85% for Crossroads VP; 0.60% and 1.24% for Growth VP; 0.35% and 0.58% for
    Index Plus Large Cap VP; 0.85% and 1.23% for International VP; 0.60% and
    0.91% for Legacy VP; 0.75% and 1.08% for Real Estate Securities VP; 0.75%
    and 1.35% for Small Company VP; and 0.60% and 1.20% for Value Opportunity
    VP, respectively.
    


- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>

   
(3)  Prior to May 1, 1998, the investment adviser provided administrative
     services to the Fund and assumed the Fund's ordinary recurring direct costs
     under an Administrative Services Agreement. Effective May 1, 1998, the
     investment adviser will continue to provide administrative services to the
     Fund but will no longer assume all of the Fund's ordinary recurring direct
     costs under the Administrative Services Agreement. The Administrative Fee
     is 0.075% on the first $5 billion in assets and 0.050% on all assets over
     $5 billion. The "Other Expenses" shown are not based on actual figures for
     the year ended December 31, 1997, but reflect the fee payable under the new
     Administrative Services Agreement and estimates of the Fund's ordinary
     recurring direct costs.

     International VP and Real Estate Securities VP commenced operations in
     December 1997, therefore, estimates are based on expenses incurred for
     similar funds. Actual expenses incurred may be more or less than the
     amounts shown above.
(4)  The figures above are based on expenses for the fiscal year 1997, and have
     been restated to reflect an increase in transfer agency expenses of 0.01%
     for the Portfolio expected to be incurred in 1998. "Management Fees"
     includes a performance adjustment, which depending on performance, could
     cause the fee to be as high as 0.85% or as low as 0.55%. "Other Expenses"
     reflect an indirect fee of 0.03% (relating to an expense offset arrangement
     with the Portfolio's custodian). Net fund operating expenses after
     reductions for fees paid indirectly (again, restated) would be 0.78%.
(5)  A portion of the brokerage commissions that certain funds pay was used to
     reduce fund expenses. In addition, certain funds have entered into
     arrangements with their custodian whereby credits realized, as a result of
     uninvested cash balances were used to reduce custodian expenses. Including
     these reductions, the total operating expenses would have been 0.57% for
     Equity-Income Portfolio; 0.67% for Growth Portfolio; 0.71% for High Income
     Portfolio; 0.90% for Overseas Portfolio, 0.64% for Asset Manager Portfolio;
     and 0.68% for Contrafund Portfolio.
(6)  The Fund's investment adviser agreed to reimburse a portion of Index 500
     Portfolio's expenses during the period. Without this reimbursement, the
     fund's management fee, other expenses and total expenses would have been
     0.27%, 0.13% and 0.40%, respectively, for Index 500 Portfolio.
(7)  Management fees for Aggressive Growth, Balanced, Growth and Worldwide
     Growth Portfolios reflect a reduced fee schedule effective July 1, 1997.
     The management fees shown above are based on the new rate applied to net
     assets as of December 31, 1997. Other expenses are based on gross expenses
     of the Shares before expense offset arrangements for the fiscal year ended
     December 31, 1997. The information for each Portfolio is net of fee waivers
     or reductions from Janus Capital. Fee reductions for the Aggressive Growth,
     Balanced, Growth and Worldwide Growth Portfolios reduce the management fee
     to the level of the corresponding Janus retail fund. Other waivers, if
     applicable, are first applied against the management fee and then against
     other expenses. Without such waivers or reductions, the Management Fee,
     Other Expenses and Total Operating Expenses for the Shares would have been
     0.74%, 0.04%, and 0.78% for Aggressive Growth Portfolio; 0.77%, 0.06%, and
     0.83% for Balanced Portfolio; 0.74%, 0.04%, and 0.78% for Growth Portfolio;
     and 0.72%, 0.09%, and 0.81% for Worldwide Growth Portfolio, respectively.
     Janus Capital may modify or terminate the waivers or reductions at any time
     upon at least 90 days' notice to the Trustees.
(8)  The adviser has agreed to bear expenses for each Series, subject to
     reimbursement by each Series, such that each Series' "Other Expenses" shall
     not exceed 0.25% of the average daily net assets of the Series during the
     current fiscal year. Otherwise, "Other Expenses" for the MFS Total Return
     Series and MFS World Governments Series would be 0.27% and 0.40%,
     respectively, and "Total Fund Annual Expenses" would be 1.02% and 1.15%,
     respectively, for these Series. Each Series has an expense offset
     arrangement which reduces the Series' custodian fee based upon the amount
     of cash maintained by the Series with its custodian and dividend disbursing
     agent, and may enter into other such arrangements and directed brokerage
     arrangements (which also have the effect of reducing the Series' expenses).
     Any such fee reductions are not reflected under "Other Expenses."
(9)  Each Portfolio's aggregate expenses are contractually limited to the
     advisory and administrative fees disclosed above. The investment adviser
     will not seek an increase in its advisory or administrative fee at any time
     prior to May 1, 1999.
(10) The advisory fee is 0.70% of the first $500 million in assets and 0.65% on
     the excess.
    

- --------------------------------------------------------------------------------
                                  FEE TABLE - 4

<PAGE>

   
HYPOTHETICAL ILLUSTRATION (EXAMPLE) FOR CONTRACTS OTHER THAN ROTH IRAS

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 0.012%.


<TABLE>
<CAPTION>
                                                                  EXAMPLE A                                EXAMPLE B  
                                                   --------------------------------------   ----------------------------------------
                                                   If you withdraw the entire Account       If you do not withdraw the Account
                                                   Value at the end of the periods shown,   Value, or if you annuitize at the end of
                                                   you would pay the following expenses,    the periods shown, you would pay th
                                                   including any applicable deferred        following expenses (no deferred sales
                                                   sales charge:                            charge is reflected):*           
                                                    1 year   3 years   5 years   10 years    1 year   3 years   5 years   10 years
                                                    ------   -------   -------   --------    ------   -------   -------   --------
<S>                                                   <C>      <C>       <C>       <C>          <C>      <C>       <C>       <C>
Aetna Ascent VP                                       $85      $123      $154      $255         $22      $69       $119      $255
Aetna Balanced VP, Inc.                               $83      $117      $144      $234         $20      $63       $108      $234
Aetna Bond VP                                         $82      $113      $139      $223         $19      $60       $103      $223
Aetna Crossroads VP                                   $85      $123      $154      $255         $22      $69       $119      $255
Aetna Growth VP                                       $85      $123      $154      $255         $22      $69       $119      $255
Aetna Growth and Income VP                            $83      $116      $143      $233         $20      $63       $108      $233
Aetna Index Plus Large Cap VP                         $83      $115      $141      $229         $20      $62       $106      $229
Aetna International VP                                $89      $133      $172      $290         $26      $80       $136      $290
Aetna Legacy VP                                       $85      $123      $154      $255         $22      $69       $119      $255
Aetna Money Market VP                                 $81      $109      $131      $208         $18      $55       $ 96      $208
Aetna Real Estate Securities VP                       $87      $127      $162      $270         $24      $74       $126      $270
Aetna Small Company VP                                $87      $127      $162      $270         $24      $74       $126      $270
Aetna Value Opportunity VP                            $85      $123      $154      $255         $22      $69       $119      $255
Calvert Social Balanced Portfolio                     $85      $123      $154      $256         $23      $69       $119      $256
Fidelity VIP Equity-Income Portfolio                  $83      $116      $143      $232         $20      $63       $107      $232
Fidelity VIP Growth Portfolio                         $84      $119      $148      $243         $21      $66       $113      $243
Fidelity VIP High Income Portfolio                    $84      $120      $149      $245         $22      $66       $114      $245
Fidelity VIP Overseas Portfolio                       $86      $126      $160      $267         $24      $73       $125      $267
Fidelity VIP II Asset Manager Portfolio               $84      $118      $146      $239         $21      $65       $111      $239
Fidelity VIP II Contrafund Portfolio                  $84      $120      $149      $245         $22      $66       $114      $245
Fidelity VIP II Index 500 Portfolio                   $80      $107      $127      $200         $17      $53       $ 92      $200
Janus Aspen Aggressive Growth Portfolio               $85      $121      $152      $251         $22      $68       $117      $251
Janus Aspen Balanced Portfolio                        $86      $124      $156      $258         $23      $70       $120      $258
Janus Aspen Flexible Income Portfolio                 $85      $121      $151      $250         $22      $68       $116      $250
Janus Aspen Growth Portfolio                          $84      $120      $149      $244         $21      $66       $113      $244
Janus Aspen Worldwide Growth Portfolio                $85      $121      $151      $248         $22      $67       $116      $248
MFS Total Return Series                               $87      $129      $164      $275         $24      $75       $129      $275
MFS World Governments Series                          $87      $129      $164      $275         $24      $75       $129      $275
Oppenheimer Aggressive Growth Fund                    $85      $121      $150      $247         $22      $67       $115      $247
Oppenheimer Global Securities Fund                    $85      $121      $152      $251         $22      $68       $117      $251
Oppenheimer Growth & Income Fund                      $86      $124      $156      $258         $23      $70       $120      $258
Oppenheimer Strategic Bond Fund                       $86      $124      $156      $258         $23      $70       $120      $258
Portfolio Partners MFS Emerging Equities Portfolio    $85      $123      $154      $256         $23      $69       $119      $256
Portfolio Partners MFS Research Growth Portfolio      $86      $124      $157      $260         $23      $71       $121      $260
Portfolio Partners MFS Value Equity Portfolio         $86      $126      $159      $265         $23      $72       $124      $265
Portfolio Partners Scudder International Growth                                                                                  
 Portfolio                                            $87      $129      $164      $275         $24      $75       $129      $275
Portfolio Partners T. Rowe Price Growth Equity                                                                                   
 Portfolio                                            $85      $121      $151      $250         $22      $68       $116      $250
</TABLE>

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


- --------------------------------------------------------------------------------
                                  FEE TABLE - 5

<PAGE>

   
HYPOTHETICAL ILLUSTRATION (EXAMPLE): CONTRACTS ISSUED AS ROTH IRAS

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 0.012%.


<TABLE>
<CAPTION>
                                                                      EXAMPLE A                              EXAMPLE B              
                                                        -------------------------------------  -------------------------------------
                                                        If you withdraw the entire Account     If you do not withdraw the Account   
                                                        Value at the end of the periods        Value, or if you annuitize at the end
                                                        shown, you would pay the following     of the periods shown, you would pay  
                                                        expenses, including any applicable     the following expenses (no deferred  
                                                        deferred sales charge:                 sales charge is reflected):*         
                                                        1 year   3 years   5 years   10 years  1 year   3 years   5 years   10 years
                                                        ------- --------- --------- ---------  ------   -------   -------   --------
<S>                                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C> 
Aetna Ascent VP                                           $62      $86       $111      $239       $21      $65       $111      $239
Aetna Balanced VP, Inc.                                   $60      $80       $101      $218       $19      $59       $101      $218
Aetna Bond VP                                             $59      $77       $ 96      $208       $18      $55       $ 96      $208
Aetna Crossroads VP                                       $62      $86       $111      $239       $21      $65       $111      $239
Aetna Growth VP                                           $62      $86       $111      $239       $21      $65       $111      $239
Aetna Growth and Income VP                                $60      $80       $100      $217       $19      $58       $100      $217
Aetna Index Plus Large Cap VP                             $60      $79       $ 98      $213       $18      $57       $ 98      $213
Aetna International VP                                    $65      $97       $129      $275       $24      $75       $129      $275
Aetna Legacy VP                                           $62      $86       $111      $239       $21      $65       $111      $239
Aetna Money Market VP                                     $58      $73       $ 88      $191       $16      $51       $ 88      $191
Aetna Real Estate Securities VP                           $64      $91       $119      $255       $22      $69       $119      $255
Aetna Small Company VP                                    $64      $91       $119      $255       $22      $69       $119      $255
Aetna Value Opportunity VP                                $62      $86       $111      $239       $21      $65       $111      $239
Calvert Social Balanced Portfolio                         $62      $87       $111      $240       $21      $65       $111      $240
Fidelity VIP Equity-Income Portfolio                      $60      $80       $100      $216       $19      $58       $100      $216
Fidelity VIP Growth Portfolio                             $61      $83       $105      $228       $20      $61       $105      $228
Fidelity VIP High Income Portfolio                        $61      $84       $106      $230       $20      $62       $106      $230
Fidelity VIP Overseas Portfolio                           $63      $90       $117      $252       $22      $68       $117      $252
Fidelity VIP II Asset Manager Portfolio                   $61      $82       $103      $223       $19      $60       $103      $223
Fidelity VIP II Contrafund Portfolio                      $61      $84       $106      $230       $20      $62       $106      $230
Fidelity VIP II Index 500 Portfolio                       $57      $71       $ 84      $184       $16      $49       $ 84      $184
Janus Aspen Aggressive Growth Portfolio                   $62      $85       $109      $235       $21      $63       $109      $235
Janus Aspen Balanced Portfolio                            $62      $87       $112      $242       $21      $66       $112      $242
Janus Aspen Flexible Income Portfolio                     $62      $85       $108      $234       $20      $63       $108      $234
Janus Aspen Growth Portfolio                              $61      $83       $106      $229       $20      $62       $106      $229
Janus Aspen Worldwide Growth Portfolio                    $62      $85       $108      $233       $20      $63       $108      $233
MFS Total Return Series                                   $64      $92       $121      $260       $23      $71       $121      $260
MFS World Governments Series                              $64      $92       $121      $260       $23      $71       $121      $260
Oppenheimer Aggressive Growth Fund                        $61      $84       $107      $232       $20      $63       $107      $232
Oppenheimer Global Securities Fund                        $62      $85       $109      $235       $21      $63       $109      $235
Oppenheimer Growth & Income Fund                          $62      $87       $112      $242       $21      $66       $112      $242
Oppenheimer Strategic Bond Fund                           $62      $87       $112      $242       $21      $66       $112      $242
Portfolio Partners MFS Emerging Equities Portfolio        $62      $87       $111      $240       $21      $65       $111      $240
Portfolio Partners MFS Research Growth Portfolio          $63      $88       $113      $244       $21      $66       $113      $244
Portfolio Partners MFS Value Equity Portfolio             $63      $89       $116      $250       $22      $68       $116      $250
Portfolio Partners Scudder International Growth
 Portfolio                                                $64      $92       $121      $260       $23      $71       $121      $260
Portfolio Partners T. Rowe Price Growth Equity Portfolio  $62      $85       $108      $234       $20      $63       $108      $234

</TABLE>

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


- --------------------------------------------------------------------------------
                                  FEE TABLE - 6

<PAGE>

   
                        CONDENSED FINANCIAL INFORMATION

    (Selected data for accumulation units outstanding throughout each period)
================================================================================

The condensed financial information presented below for each of the periods in
the two-year period ended December 31, 1997 (as applicable), is derived from
the financial statements of the Separate Account, which have been audited by
KPMG Peat Marwick LLP, independent auditors. It shows condensed financial
information for contracts with total separate account charges of 1.40%
annually. The financial statements and the independent auditors' report thereon
for the year ended December 31, 1997 are included in the Statement of
Additional Infrmation.

<TABLE>
<CAPTION>
                                                                   1997               1996
                                                                 --------           -------
<S>                                                              <C>                <C>
AETNA ASCENT VP
Value at beginning of period                                     $12.674            $11.003
Value at end of period                                           $14.983            $12.674
Increase (decrease) in value of accumulation unit(1)               18.22%             15.19%(2)
Number of accumulation units outstanding at end of period         72,383             91,927
AETNA BALANCED VP, INC.
Value at beginning of period                                     $11.781            $10.582
Value at end of period                                           $14.228            $11.781
Increase (decrease) in value of accumulation unit(1)              20.77%              11.33%(3)
Number of accumulation units outstanding at end of period        314,447             59,639
AETNA BOND VP
Value at beginning of period                                     $10.489            $10.260
Value at end of period                                           $11.201            $10.489
Increase (decrease) in value of accumulation unit(1)                6.78%              2.23%(4)
Number of accumulation units outstanding at end of period        269,675             95,644
AETNA CROSSROADS VP
Value at beginning of period                                     $12.123            $10.932
Value at end of period                                           $14.054            $12.123
Increase (decrease) in value of accumulation unit(1)               15.93%             10.89%(2)
Number of accumulation units outstanding at end of period         29,532              6,330
AETNA GROWTH VP
Value at beginning of period                                     $10.667
Value at end of period                                           $13.158
Increase (decrease) in value of accumulation units(1)              23.35%(5)
Number of accumulation units outstanding at end of period         68,840
AETNA GROWTH AND INCOME VP
Value at beginning of period                                     $12.769            $10.101
Value at end of period                                           $16.354            $12.769
Increase (decrease) in value of accumulation unit(1)               28.07%             26.41%(4)
Number of accumulation units outstanding at end of period        946,796            299,882
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period                                     $10.919            $10.000(6)
Value at end of period                                           $14.414            $10.919
Increase (decrease) in value of accumulation units(1)              32.01%              9.19%(6)
Number of accumulation units outstanding at end of period        271,628              2,960
AETNA LEGACY VP
Value at beginning of period                                     $11.613            $10.601
Value at end of period                                           $13.112            $11.613
Increase (decrease) in value of accumulation unit(1)               12.90%              9.55%(7)
Number of accumulation units outstanding at end of period         60,533              8,642
AETNA MONEY MARKET VP
Value at beginning of period                                     $10.481            $10.151
Value at end of period                                           $10.900            $10.481
Increase (decrease) in value of accumulation unit(1)                4.00%              3.25%(3)
Number of accumulation units outstanding at end of period      1,409,840              799,456
</TABLE>
    


- --------------------------------------------------------------------------------
                                 AUV HISTORY - 1

<PAGE>

                  CONDENSED FINANCIAL INFORMATION (continued)
================================================================================

   
<TABLE>
<CAPTION>
                                                                  1997                1996
                                                              -----------          ---------
<S>                                                             <C>                <C>
AETNA SMALL COMPANY VP
Value at beginning of period                                     $11.313
Value at end of period                                           $13.639
Increase (decrease) in value of accumulation units(1)              20.55%(5)
Number of accumulation units outstanding at end of period        188,818
AETNA VALUE OPPORTUNITY VP
Value at beginning of period                                     $10.856
Value at end of period                                           $13.246
Increase (decrease) in value of accumulation units(1)              22.01%(5)
Number of accumulation units outstanding at end of period         67,303
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period                                      $9.824
Value at end of period                                            $9.976
Increase (decrease) in value of accumulation units(1)               1.55%(8)
Number of accumulation units outstanding at end of period          3,258
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                     $11.855             $10.301
Value at end of period                                           $14.974             $11.855
Increase (decrease) in value of accumulation unit(1)               26.32%              15.09%(4)
Number of accumulation units outstanding at end of period      2,292,971           1,000,050
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                     $10.940              $9.005
Value at end of period                                           $13.320             $10.940
Increase (decrease) in value of accumulation unit(1)               21.75%              20.82%(4)
Number of accumulation units outstanding at end of period      1,399,424             870,922
FIDELITY VIP HIGH INCOME PORTFOLIO
Value at beginning of period                                     $11.410             $10.493
Value at end of period                                           $13.238             $11.410
Increase (decrease) in value of accumulation unit(1)               16.02%               8.74%(9)
Number of accumulation units outstanding at end of period        862,284             239,917
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                     $11.447             $10.304
Value at end of period                                           $12.590             $11.447
Increase (decrease) in value of accumulation unit(1)                9.99%              11.09%(9)
Number of accumulation units outstanding at end of period        237,376             115,487
FIDELITY VIP II ASSET MANAGER PORTFOLIO
Value at beginning of period                                     $11.674             $10.539
Value at end of period                                           $13.888             $11.674
Increase (decrease) in value of accumulation unit(1)               18.96%              10.77%(10)
Number of accumulation units outstanding at end of period        272,789             104,229
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                     $12.093             $10.273
Value at end of period                                           $14.802             $12.093
Increase (decrease) in value of accumulation unit(1)               22.40%              17.72%(9)
Number of accumulation units outstanding at end of period      1,682,029             540,936
FIDELITY VIP II INDEX 500 PORTFOLIO
Value at beginning of period                                     $12.722             $10.828
Value at end of period                                           $16.646             $12.722
Increase (decrease) in value of accumulation unit(1)               30.84%              17.49%(9)
Number of accumulation units outstanding at end of period      1,375,721             384,282
</TABLE>
    


- --------------------------------------------------------------------------------
                                 AUV HISTORY - 2
<PAGE>

   
                   CONDENSED FINANCIAL INFORMATION (continued)
================================================================================

<TABLE>
<CAPTION>
                                                                 1997                  1996
                                                               ---------             ---------
<S>                                                            <C>                   <C>
JANUS ASPEN AGGRESSIVE GROWTH
Value at beginning of period                                     $11.376               $10.988
Value at end of period                                           $12.637               $11.376
Increase (decrease) in value of accumulation unit(1)               11.09%                 3.53%(9)
Number of accumulation units outstanding at end of period        518,686               242,113
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                     $12.038               $10.836
Value at end of period                                           $14.492               $12.038
Increase (decrease) in value of accumulation unit(1)               20.39%                11.09%(9)
Number of accumulation units outstanding at end of period        533,138               165,079
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                     $11.136               $10.173
Value at end of period                                           $12.272               $11.136
Increase (decrease) in value of accumulation unit(1)               10.20%                 9.47%(10)
Number of accumulation units outstanding at end of period        163,048                35,326
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                                     $12.171               $11.002
Value at end of period                                           $14.731               $12.171
Increase (decrease) in value of accumulation unit(1)               21.03%                10.63%(9)
Number of accumulation units outstanding at end of period        684,113               255,831
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                     $13.393               $10.536
Value at end of period                                           $16.131               $13.393
Increase (decrease) in value of accumulation unit(1)               20.44%                27.12%(4)
Number of accumulation units outstanding at end of period      2,772,831             1,030,570
MFS TOTAL RETURN SERIES
Value at beginning of period                                     $10.894               $10.000(11)
Value at end of period                                           $13.030               $10.894
Increase (decrease) in value of accumulation units(1)              19.60%                 8.94%(11)
Number of accumulation units outstanding at end of period        523,291               108,482
MFS WORLD GOVERNMENT SERIES
Value at beginning of period                                     $10.471               $10.000(11)
Value at end of period                                           $10.207               $10.471
Increase (decrease) in value of accumulation units(1)              (2.51)%                4.71%(11)
Number of accumulation units outstanding at end of period         52,302               20,479
OPPENHEIMER AGGRESSIVE GROWTH FUND
Value at beginning of period                                     $10.516
Value at end of period                                           $12.204
Increase (decrease) in value of accumulation units(1)              16.05%(5)
Number of accumulation units outstanding at end of period         65,695
OPPENHEIMER GLOBAL SECURITIES FUND
Value at beginning of period                                     $10.488
Value at end of period                                           $11.539
Increase (decrease) in value of accumulation units(1)              10.02%(5)
Number of accumulation units outstanding at end of period         87,559
OPPENHEIMER GROWTH AND INCOME FUND
Value at beginning of period                                     $10.497
Value at end of period                                           $12.785
Increase (decrease) in value of accumulation units(1)              21.79%(5)
Number of accumulation units outstanding at end of period        354,269
OPPENHEIMER STRATEGIC BOND FUND
Value at beginning of period                                     $10.187
Value at end of period                                           $10.764
Increase (decrease) in value of accumulation units(1)               5.67%(5)
Number of accumulation units outstanding at end of period        128,720
</TABLE>
    

- --------------------------------------------------------------------------------
                                 AUV HISTORY - 3

<PAGE>

                   CONDENSED FINANCIAL INFORMATION (continued)
================================================================================

   
<TABLE>
<CAPTION>
                                                                  1997                1996
                                                                ---------            -------
<S>                                                             <C>                  <C>
PORTFOLIO PARTNERS MFS EMERGING EQUITIES
 PORTFOLIO
Value at beginning of period                                      $10.689
Value at end of period                                            $10.554
Increase (decrease) in value of accumulation units(1)               (1.26)%(12)
Number of accumulation units outstanding at end of period       2,394,861
PORTFOLIO PARTNERS MFS RESEARCH GROWTH
 PORTFOLIO
Value at beginning of period                                       $8.960
Value at end of period                                             $8.786
Increase (decrease) in value of accumulation units(1)               (1.94)%(12)
Number of accumulation units outstanding at end of period       1,615,395
PORTFOLIO PARTNERS MFS VALUE EQUITY
 PORTFOLIO
Value at beginning of period                                       $10.009
Value at end of period                                             $10.152
Increase (decrease) in value of accumulation units(1)                 1.43%(12)
Number of accumulation units outstanding at end of period          216,273
PORTFOLIO PARTNERS SCUDDER INTERNATIONAL
 GROWTH PORTFOLIO
Value at beginning of period                                        $9.791
Value at end of period                                              $9.912
Increase (decrease) in value of accumulation units(1)                 1.24%(12)
Number of accumulation units outstanding at end of period            2,569
PORTFOLIO PARTNERS T. ROWE PRICE GROWTH
 EQUITY PORTFOLIO
Value at beginning of period                                       $13.560
Value at end of period                                             $13.834
Increase (decrease) in value of accumulation units(1)                 2.03%(12)
Number of accumulation units outstanding at end of period           1,572,718
</TABLE>

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

 (1) The above figures are calculated by subtracting the beginning Accumulation
     Unit value from the ending Accumulation Unit value during a calendar year,
     and dividing the result by the beginning Accumulation Unit value. These
     figures do not reflect the deferred sales charge or the fixed dollar annual
     maintenance fee, if any. Inclusion of these charges would reduce the
     investment results shown.
 (2) Reflects less than a full year of performance activity. Funds were first
     received in this option during July 1996.
 (3) Reflects less than a full year of performance activity. Funds were first
     received in this option during February 1996.
 (4) Reflects less than a full year of performance activity. Funds were first
     received in this option during January 1996.
 (5) Reflects less than a full year of performance activity. Funds were first
     received in this option during May 1997.
 (6) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during September 1996
     when the portfolio became available under the option.
 (7) Reflects less than a full year of performance activity. Funds were first
     received in this option during May 1996.
 (8) Reflects less than a full year of performance activity. Funds were first
     received in this option during December 1997.
 (9) Reflects less than a full year of performance activity. Funds were first
     received in this option during March 1996.
 (10) Reflects less than a full year of performance activity. Funds were first
     received in this option during April 1996.
 (11) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during May 1996 when the
     fund became available under the option.
 (12) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1997.
    


- --------------------------------------------------------------------------------
                                 AUV HISTORY - 4

<PAGE>

                                   THE COMPANY
================================================================================

      Aetna Insurance Company of America (the "Company"), the depositor of
Variable Annuity Account I, is the issuer of the Contract, and as such, it is
responsible for providing the insurance and annuity benefits under the
Contract. The Company is a wholly owned subsidiary of Aetna Life Insurance and
Annuity Company ("ALIAC"). ALIAC is a wholly owned subsidiary of Aetna
Retirement Holdings, Inc., which is in turn a wholly owned subsidiary of Aetna
Retirement Services, Inc. and an indirect wholly owned subsidiary of Aetna Inc.
The Company's principal executive offices are located at 151 Farmington Avenue,
Hartford, Connecticut 06156.

                           VARIABLE ANNUITY ACCOUNT I
================================================================================

      The Company established Variable Annuity Account I (the "Separate
Account") in 1994 as a segregated asset account for the purpose of funding its
variable annuity contracts. The Separate Account is registered as a unit
investment trust under the Investment Company Act of 1940 (the "1940 Act"), and
meets the definition of "separate account" under federal securities laws. The
Separate Account is divided into "subaccounts" which do not invest directly in
stocks, bonds or other investments. Instead, each Subaccount buys and sells
shares of a corresponding Fund.

   
      Although the Company holds title to the assets of the Separate Account,
such assets are not chargeable with liabilities of any other business conducted
by the Company. Income, gains or losses of the Separate Account are credited to
or charged against the assets of the Separate Account without regard to other
income, gains or losses of the Company. All obligations arising under the
Contracts are obligations of the Company.
    

                               INVESTMENT OPTIONS
================================================================================

THE FUNDS

   
      Purchase Payments may be allocated to one or more of the Subaccounts as
designated on the Application. In turn, the Subaccounts invest in the
corresponding Funds at net asset value. The Company reserves the right to limit
the number of investment options selected during the Accumulation Period. At
this time there is no limit on the number of investment options selected during
the Accumulation Period, but the number of investment options that may be
selected at any one time by a Certificate Holder is limited to 18. Each
Subaccount and each Guaranteed Term of the same duration, or an investment in
the Fixed Account in certain Contracts where the Guaranteed Account is not
available, count as an option.
    

      The availability of Funds may be subject to regulatory authorization. In
addition, the Company may add or withdraw Funds, as permitted by applicable
law. Not all Funds may be available in all jurisdictions or under all
Contracts.

      Subject to state regulatory approval, if the shares of any Fund should no
longer be available for investment by the Separate Account or if in the
judgment of the Company, further investment in such shares should become
inappropriate in view of the purpose of the Contract, we may cease to make such
Fund shares available for investment under the Contract prospectively. The
Company may, alternatively, substitute shares of another Fund for shares
already acquired. The Company reserves the right to substitute shares of
another Fund for shares already acquired without a proxy vote. Any elimination,
substitution or addition of Funds will be done in accordance with applicable
state and federal securities laws.

   
      The Funds are described in Appendix C of this prospectus. More detailed
information may be found in the current prospectus for each Fund offered. The
prospectus for the Fund should be read in conjunction with this Prospectus. A
free Fund prospectus is available upon request from the local Company office or
by writing or calling the number listed in the "Inquiries" section of the
Prospectus Summary.
    

      Risks Associated with Investment in the Funds. Some of the Funds may use
instruments known as


- --------------------------------------------------------------------------------
                                        1

<PAGE>

derivatives as part of their investment strategies. The use of certain
derivatives may involve high risk of volatility to a Fund, and the use of
leverage in connection with such derivatives can also increase risk of losses.
Some of the Funds may also invest in foreign or international securities which
involve greater risks than U.S. investments.

   
      More comprehensive information, including a discussion of potential
risks, is found in the current prospectus for each Fund. You should read the
Fund prospectuses and consider carefully, and on a continuing basis, which Fund
or combination of Funds is best suited to your long-term investment objectives.
Additional prospectuses and Statements of Additional Information for this
Prospectus and for each of the Funds can be obtained from the Company's Home
Office at the address and telephone number listed under the "Inquiries" section
of the Prospectus Summary.
    

      Conflicts of Interest (Mixed and Shared Funding). Shares of the Funds are
sold to each of the Subaccounts for funding the variable annuity contracts
issued by the Company. Shares of the Funds may also be sold to other insurance
companies for the same purpose. This is referred to as "shared funding." Shares
of the Funds may also be used for funding variable life insurance contracts
issued by the Company or by third parties. This is referred to as "mixed
funding."

      Because the Funds available under the Contract are sold to fund variable
annuity contracts and variable life insurance policies issued by us or by other
companies, certain conflicts of interest could arise. If a conflict of interest
were to occur, one of the separate accounts might withdraw its investment in a
Fund, which might force that Fund to sell portfolio securities at
disadvantageous prices, causing its per share value to decrease. Each Fund's
Board of Directors or Trustees has agreed to monitor events in order to
identify any material irreconcilable conflicts which might arise and to
determine what action, if any, should be taken to address such conflict

CREDITED INTEREST OPTION
      Purchase Payments may be allocated to the AICA Guaranteed Account (the
"Guaranteed Account"). Through the Guaranteed Account, we guarantee stipulated
rates of interest for stated periods of time. Amounts must remain in the
Guaranteed Account for specified periods to receive the quoted interest rates,
or a market value adjustment (which may be positive or negative) will be
applied. (See Appendix A.)

   
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 Appendix B.)
    

                                    PURCHASE
================================================================================

   
CONTRACT AVAILABILITY

      The Contracts are offered as (1) nonqualified deferred annuity contracts
(we reserve the right to limit ownership of nonqualified Contracts to natural
persons); (2) Individual Retirement Annuities, including Roth IRAs, other than
"SIMPLE IRAs" as defined in Section 408(p) of the Internal Revenue Code; or (3)
Qualified Contracts used in conjunction with certain employer sponsored
retirement plans. Individual Retirement Annuities are currently available as
rollovers, and may permit ongoing contributions, subject to state regulatory
approval. Additionally, availability of the Qualified Contracts described under
item (3) is subject to approval by the Company and state regulatory agencies. 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.
    

      Eligible persons seeking to invest and accumulate money for retirement
can purchase individual interests in group Contracts, or, where required by
state law, they may purchase individual Contracts. In most states, group
Contracts are offered to certain broker-dealers which have agreed to act as
distributors of the Contracts, and individual accounts are established by the
Company for


- --------------------------------------------------------------------------------
                                        2
<PAGE>

each Certificate Holder. In some states, an individual Contract will be owned
by the Certificate Holder. In both cases, a Certificate Holder's interest in
the Contract is known as his or her "Account."

      The maximum issue age for the Annuitant is 90 (age 85 for those Contracts
issued in the state of Pennsylvania).

      Joint Certificate Holders. Nonqualified Contracts may be purchased by
spouses as joint Certificate Holders. In Pennsylvania, the joint Certificate
Holders do not need to be spouses. References to "Certificate Holders" in this
Prospectus mean both of the Certificate Holders on joint Accounts. Tax law
prohibits the purchase of Qualified Contracts by joint Certificate Holders.

PURCHASING INTERESTS IN THE CONTRACT
      Group Contracts. Groups will generally consist of those eligible
individuals who have established an account with a broker-dealer or bank which
has agreed to act as a Distributor for the Contracts. A group Contract is
issued to the group Contract Holder. Certificate Holders may purchase interests
in a group Contract by submitting an Application. Once the Application is
accepted a Certificate will be issued.

      Individual Contracts. Certain states will not allow a group Contract due
to provisions in their insurance laws. In those states, an eligible individual
will submit an Application and will be issued a Contract rather than a
Certificate.

   
      Regardless of whether you have purchased an interest in a group or an
individual Contract, the Company must accept or reject the Application within
two business days of receipt. If the Application is incomplete, the Company may
hold any forms and accompanying Purchase Payments for five days. Purchase
Payments may be held for longer periods only with the consent of the
Certificate Holder, pending acceptance of the Application. If the Application
is rejected, the Application and any Purchase Payments will be returned to the
Certificate Holder. 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.
    

PURCHASE PAYMENTS
      You may make Purchase Payments under the Contract in one lump sum,
through periodic payments or as a transfer from a pre-existing plan.

      The minimum initial Purchase Payment amount is $5,000 for Nonqualified
Contracts and $1,500 for Qualified Contracts. In some states, a Contract issued
as an Individual Retirement Annuity can accept only a lump sum, rollover
Purchase Payment. Additional Purchase Payments made to an existing Contract
must be at least $1,000, or at least $50 per month by electronic funds
transfer, and are subject to the terms and conditions published by us at the
time of the subsequent payment. A Purchase Payment of more than $1,000,000 will
be allowed only with the Company's consent. We also reserve the right to reject
any Purchase Payment to a prospective or existing Account without advance
notice (unless not allowed by state law).

      For Qualified Contracts the Code imposes a maximum limit on annual
Purchase Payments which may be excluded from a participant's gross income. (See
"Tax Status.")

   
      Allocation of Purchase Payments. Purchase Payments will initially be
allocated to the Subaccounts or the Guaranteed Account or the Fixed Account as
specified on the Application. Changes in such allocation may be made in writing
or by telephone transfer. Allocations must be in whole percentages, and there
may be limitations on the number of investment options that can be selected.
(See "Investment Options.")
    

CONTRACT RIGHTS
      Under individual Contracts, Certificate Holders have all Contract rights.
 

      Under group Contracts, the group Contract Holder has title to the
Contract and generally only the right to accept or reject any modifications to
the Contract. You have all other rights to your Account under the Contract.
However, under a Nonqualified Contract, if you and the Annuitant are not the
same, and the Annuitant dies first, your rights are automatically transferred
to the Beneficiary. (See "Death Benefit.")

      Joint Certificate Holders have equal rights under the Contract and with
respect to their Account. All rights under the Contract must be exercised by
both joint Certificate Holders with the exception of transfers among investment
options, which can be exercised by one joint Certificate Holder after the
Account has been


- --------------------------------------------------------------------------------
                                        3
<PAGE>

established. See "Death Benefit" regarding the rights of the surviving joint
Certificate Holder upon the death of a joint Certificate Holder prior to the
Annuity Date.

DESIGNATIONS OF BENEFICIARY AND ANNUITANT
      You generally designate the Beneficiary under the Contract on the
Application. You may also elect to specify the form of payment to be made to
the Beneficiary. For Qualified Contracts issued in conjunction with a Code
Section 401(a) qualified pension or profit sharing plan or a Code Section 457
deferred compensation plan, the employer or trustee must be both the
Certificate Holder and the Beneficiary under the Contract, and the participant
on whose behalf the Account was established must be the Annuitant. Under such
plans the participant is generally allowed to designate a beneficiary under the
plan, and the Certificate Holder may direct that we pay any death proceeds to
the plan beneficiary. "Beneficiary" as used in this Prospectus refers to the
person who is ultimately entitled to receive such proceeds.

      For Qualified Contracts issued in conjunction with a Code Section 403(b)
tax deferred annuity program subject to the Employee Retirement Income Security
Act (ERISA), the spouse of a married participant must be the Beneficiary of at
least 50% of the Account Value. If the married participant is age 35 or older,
the participant may name an alternate Beneficiary provided the participant
furnishes a waiver and spousal consent which meets the requirements of ERISA
Section 205. The participant on whose behalf the Account was established must
be the Annuitant.

      For Qualified Contracts issued as an Individual Retirement Annuity, the
Certificate Holder must be the Annuitant. For Nonqualified Contracts, the
Certificate Holder and the Annuitant may, but need not, be the same person.
(See "Purchase-Contract Availability.")

   
RIGHT TO CANCEL
      You may cancel the Contract or Certificate without penalty by returning
it to the Company with a written notice of your intent to cancel. In most
states, you have ten days to exercise this "free look" right; some states allow
you longer. Unless state law requires otherwise, the amount you will receive
upon cancellation will reflect the investment performance of the Subaccounts
into which your Purchase Payments were deposited. In some cases this may be
more or less than the amount of your Purchase Payments; therefore, you bear the
entire investment risk for amounts allocated among the Subaccounts during the
free look period. Under Contracts issued as Individual Retirement Annuities,
you will receive a refund of your Purchase Payment. Account Values will be
determined as of the Valuation Date on which we receive your request for
cancellation at our Home Office. 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.
    

                            CHARGES AND DEDUCTIONS
================================================================================

DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

   
      Mortality and Expense Risk Charge. The Company makes a daily deduction
from each of the Subaccounts for the mortality and expense risk charge. The
charge is equal, on an annual basis, to 1.25% of the daily net assets of the
Subaccounts and compensates the Company for the assumption of the mortality and
expense risks under the Contract. 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. The mortality risks are those assumed for
our promise to make lifetime payments according to annuity rates specified in
the Contract. The expense risk is the risk that the actual expenses for costs
incurred under the Contract will exceed the maximum costs that can be charged
under the Contract.
    

      In certain circumstances, the risk of adverse expense experience
associated with this Contract may be reduced. In such event, the mortality and
expense risk charge applicable to that Contract may likewise be reduced.
Whether such a reduction is available will be determined by the Company based
upon consideration of one of the following factors:

(1) the size and composition of the prospective group such as a group made up
    of active employees of the Company or its affiliates;
(2) the type and frequency of administrative and sales services provided; and


- --------------------------------------------------------------------------------
                                        4
<PAGE>

(3) the level of maintenance fee and deferred sales charges.

      Any reduction of the mortality and expense risk charge will not be
unfairly discriminatory against any person. We will make any reduction in the
mortality and expense risk charge according to our own rules in effect at the
time the Contract is issued. We reserve the right to change these rules from
time to time.

      If the amount deducted for mortality and expense risks is not sufficient
to cover the mortality costs and expense shortfalls, the loss is borne by the
Company. If the deduction is more than sufficient, the excess may be used to
recover distribution expenses relating to the Contracts and as a source of
profit to the Company. The Company expects to make a profit from the mortality
and expense risk charge.

      Administrative Charge. During the Accumulation Period, the Company makes
a daily deduction from each of the Subaccounts for an administrative charge.
The charge is equal, on an annual basis, to 0.15% of the daily net assets of
the Subaccounts and compensates the Company for administrative expenses that
exceed revenues from the maintenance fee described below. The charge is set at
a level which does not exceed the average expected cost of the administrative
services to be provided while the Contract is in force. The Company does not
expect to make a profit from this charge.

      During the Annuity Period, the Company reserves the right to make a
deduction for the administrative charge of an amount equal, on an annual basis,
to a maximum of 0.25% of the daily net assets of the Subaccounts. There is
currently no administrative charge during the Annuity Period. Once an Annuity
Option is elected, the charge will be established and will be effective during
the entire Annuity Period.

MAINTENANCE FEE
      During the Accumulation Period, the Company will deduct an annual
maintenance fee from the Account Value. The maintenance fee is to reimburse the
Company for some of its administrative expenses relating to the establishment
and maintenance of the Accounts.

      The maximum maintenance fee deducted under the Contract is $30. The
maintenance fee will be deducted annually on the anniversary of the Contract
effective date. It is deducted on a pro rata basis from each investment option
in which you have an interest. If your entire Account Value is withdrawn, the
full maintenance fee, if applicable, will be deducted at the time of
withdrawal. The maintenance fee will not be deducted (either annually or upon
withdrawal) if your Account Value is $50,000 or more on the day the maintenance
fee is due.

   
DEFERRED SALES CHARGE
      Withdrawals of all or a portion of the Account Value may be subject to a
deferred sales charge. The deferred sales charge is a percentage of Purchase
Payments withdrawn from the Subaccounts and the Guaranteed Account 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 other than from a Roth IRA, 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.
    


- --------------------------------------------------------------------------------
                                        5
<PAGE>

                        CONTRACTS OTHER THAN ROTH IRAS


<TABLE>
<CAPTION>
- -------------------------------------------------
Years since receipt of            Deferred Sales
 Purchase Payment                Charge Deduction
- -----------------------------   -----------------
  <S>                                  <C>
  Less than 2                          7%
  2 or more but less than 4            6%
  4 or more but less than 5            5%
  5 or more but less than 6            4%
  6 or more but less than 7            3%
  7 or more                            0%
- -------------------------------------------------
</TABLE>

                              ROTH IRA CONTRACTS


   
<TABLE>
<CAPTION>
- -------------------------------------------------
Completed Contract                Deferred Sales
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>
    

      A deferred sales charge will not be deducted from any portion of a
Purchase Payment withdrawn if the withdrawal is:

[bullet] applied to provide Annuity benefits;

[bullet] paid to a Beneficiary due to the Annuitant's death before Annuity
         payments start, up to a maximum of the Purchase Payment(s) in the
         Account on the Annuitant's date of death;

[bullet] made due to the election of a Systematic Distribution Option (see
         "Systematic Distribution Options");

[bullet] if approved by your state, under a Qualified Contract when the amount
         withdrawn is equal to the minimum distribution required by the Code
         for this Contract calculated using a method permitted under the Code
         and agreed to by the Company;

[bullet] paid upon a full withdrawal where the Account Value is $2,500 or less
         and no amount has been withdrawn during the prior 12 months; or

[bullet] paid if we close out your Account when the value is less than $2,500
         (or other amount required by state law);

   
[bullet] if the withdrawal is applied as a rollover to certain Roth Individual
         Retirement Annuities issued by the Company or an affiliate.
    

      After the first Account Year, you may withdraw all or a portion of your
Purchase Payments without a deferred sales charge, provided that (1) such
withdrawal occurs within three years of the Annuitant's admission to a licensed
nursing care facility (including non-licensed facilities in New Hampshire) and
(2) the Annuitant has spent at least 45 consecutive days in such facility. This
waiver of deferred sales charge does not apply if the Annuitant is in a nursing
care facility at the time the Account is established. It will also not apply if
otherwise prohibited by state law.

      The Company does not anticipate that the deferred sales charge will cover
all sales and administrative expenses which it incurs in connection with the
Contract. The difference will be covered by the general assets of the Company
which are attributable, in part, to mortality and expense risk charges under
the Contract described above.

      Free Withdrawals. Subject to the restrictions described below, you may
withdraw up to the greater of 10% of your current Account Value or the minimum
distribution amount required by law during each calendar year without
imposition of a deferred sales charge. The free withdrawal amount will be based
on the Account Value calculated on the Valuation Date next following our
receipt of your request for withdrawal and will be adjusted for amounts
requested for distribution under a Systematic Distribution Option, during the
calendar year. If your withdrawal exceeds the applicable free withdrawal
allowance, we will deduct a deferred sales charge on the excess amount. (See
Appendix A for a discussion of withdrawals from the Guaranteed Account.)

FUND EXPENSES
      Each Fund incurs certain expenses which are paid out of its net assets.
These expenses include, among other things, the investment advisory or
"management" fee. The expenses of the Funds are set forth in the Fee Table in
this Prospectus and described more fully in the accompanying Fund prospectuses.
 

PREMIUM AND OTHER TAXES
      Several states and municipalities currently impose a premium tax on
Annuities. These taxes currently range from 0% to 4%. Ordinarily, any
applicable state premium tax will be deducted from the Account Value when it is
applied to an Annuity Option. However, we reserve the right to deduct state
premium tax from the Purchase Payment(s) or from the Account Values at any


- --------------------------------------------------------------------------------
                                        6
<PAGE>

time, but no earlier than when we have a tax liability under state law.

      Any municipal premium tax assessed at a rate in excess of 1% will be
deducted from the Purchase Payment(s) or from the amount applied to an Annuity
Option based on our determination of when such tax is due. We will absorb any
municipal premium tax which is assessed at 1% or less. We reserve the right,
however, to reflect this added expense in our Annuity purchase rates for
residents of such municipalities.

                              CONTRACT VALUATION
================================================================================

   
ACCOUNT VALUE

      Until the Annuity Date, the Account Value is the total dollar value of
amounts held in the Account as of any Valuation Date. The Account Value at any
given time is based on the value of the units held in each Subaccount, plus the
value of amounts held in the Guaranteed Account or Fixed Account.
    

ACCUMULATION UNITS
      The value of your interests in a Subaccount is expressed as the number of
"Accumulation Units" that you hold multiplied by an "Accumulation Unit Value"
(or "AUV") for each unit. The AUV on any Valuation Date is determined by
multiplying the value on the immediately preceding Valuation Date by the net
investment factor of that Subaccount for the period between the immediately
preceding Valuation Date and the current Valuation Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value will be affected by the investment
performance, expenses and charges of the applicable Fund and is reduced each
day by a percentage that accounts for the daily assessment of mortality and
expense risk charges and the administrative charge.

      Initial Purchase Payments will be credited to your Account at the AUV
next computed following our acceptance of the Application as described under
"Purchasing Interests in the Contract." Each subsequent Purchase Payment (or
amount transferred) received by the Company by the close of business of the New
York Stock Exchange will be credited to your Account at the AUV next computed
following our receipt of your payment or transfer request. The value of an
Accumulation Unit may increase or decrease.

NET INVESTMENT FACTOR
      The net investment factor is used to measure the investment performance
of a Subaccount from one Valuation Date to the next. The net investment factor
for a Subaccount for any valuation period is equal to the sum of 1.0000 plus
the net investment rate. The net investment rate equals:

      (a) the net assets of the Fund held by the Subaccount on the current
          Valuation Date, minus

      (b) the net assets of the Fund held by the Subaccount on the preceding
          Valuation Date, plus or minus

      (c) taxes or provisions for taxes, if any, attributable to the operation
          of the Subaccount;

      (d) divided by the total value of the Subaccount's Accumulation and
          Annuity Units on the preceding Valuation Date;

   
      (e) minus a daily charge at the annual effective rate of a maximum of
          1.25% for mortality and expense risks (1.10% for Roth IRA
          Contracts), and an administrative charge of 0.15% during the
          Accumulation Period and up to 0.25% during the Annuity Period
          (currently 0% during the Annuity Period).
    

      The net investment rate may be either positive or negative.

                                    TRANSFERS
================================================================================

   
      At any time prior to the Annuity Date, you can transfer amounts held
under your Account among the investment options available subject to certain
limitations. (See "Investment Options.") Transfers from the Guaranteed Account
may be subject to certain restrictions and to a market value adjustment. (See
Appendix A.) Transfers may be made from the Fixed Account to any of the
investment options available
    


- --------------------------------------------------------------------------------
                                        7

<PAGE>

   
subject to certain restrictions. Amounts may not be transferred into the Fixed
Account from any of the investment options. If approved by your state, during
the Annuity Period, if you have elected a variable Annuity, you can make
transfers only among the Subaccounts available during the Annuity Period. (See
"Annuity Options.") A request for transfer can be made either in writing or by
telephone. (See "Telephone Transfers" below.) All transfers must be in
accordance with the terms of the Contract. Any transfer will be based on the
Accumulation Unit Value next determined after the Company receives a valid
transfer request at its Home Office.
    

      During the Accumulation Period, twelve free transfers are allowed per
calendar year. Thereafter, the Company reserves the right to charge up to $10
for each additional transfer. This charge will be deducted from the gross
amount of the transfer. The Company currently does not impose this charge.
Currently, during the Annuity Period, four transfers are allowed each calendar
year.

   
TELEPHONE TRANSFERS
      You automatically have the right to make transfers among Funds by
telephone. We have enacted procedures to prevent abuses of Account transactions
by telephone, including requiring the use of a personal identification number
(PIN) to execute transactions. You are responsible for safeguarding your PIN,
and for keeping Account information confidential. Although the Company's
failure to follow reasonable procedures may result in the Company's liability
for any losses due to unauthorized or fraudulent telephone transfers, the
Company will not be liable for following instructions communicated by telephone
which it reasonably believes to be genuine. Any losses incurred pursuant to
actions taken by the Company in reliance on telephone instructions reasonably
believed to be genuine shall be borne by you. To ensure authenticity, we record
calls on the 800 line.

DOLLAR COST AVERAGING PROGRAM
      You may establish automated transfers of Account Values on a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program. Dollar
cost averaging is a system for investing a fixed amount of money at regular
intervals over a period of time. The Dollar Cost Averaging Program permits the
transfer of amounts from any of the variable funding options and an available
Guaranteed Term or Fixed Account subject to the Company's terms and conditions
to any of the Subaccounts. A market value adjustment will not be applied to
dollar cost averaging transfers from any such Guaranteed Term during
participation in the Dollar Cost Averaging Program. If dollar cost averaging
from a Guaranteed Term is discontinued, the Company will automatically transfer
the balance remaining in the Guaranteed Term from which dollar cost averaging
is withdrawn to a Guaranteed Term of the same duration unless the Certificate
Holder initiates a transfer to another investment option. In either case, a
market value adjustment will apply. 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 Money Market VP Subaccount. There is
no additional charge for the Dollar Cost Averaging Program. (See Appendix A for
a discussion of the restrictions and features attributable to the Guaranteed
Account.)
    

      Dollar cost averaging does not ensure a profit nor guarantee against loss
in a declining market. You should consider your financial ability to continue
purchases through periods of low price levels. For additional information,
please refer to the "Inquiries" section of the Prospectus Summary, which
describes how you can obtain further information.

      The Dollar Cost Averaging Program is not available to individuals who
have elected the Account Rebalancing Program.

ACCOUNT REBALANCING PROGRAM
      The Account Rebalancing Program allows you to have portions of your
Account Value automatically reallocated annually to a specified percentage or
at other more frequent intervals as allowed by the Company under the program.
Only Account Values accumulating in the Subaccounts can be rebalanced. You may
participate in this program by completing the Account Rebalancing section of
the Application, or by sending a written request to the Company at its Home
Office. The Account Rebalancing Program does not ensure a profit nor guarantee
against loss in a declining market.

      The Account Rebalancing Program is not available to Certificate Holders
who have elected the Dollar Cost Averaging Program.


- --------------------------------------------------------------------------------
                                        8
<PAGE>

                                   WITHDRAWALS
================================================================================

   
      All or a portion of your Account Value may be withdrawn at any time
during the Accumulation Period. Withdrawal restrictions applicable under
Section 403(b) Contracts are described below. To request a withdrawal, you must
properly complete a disbursement form and send it to our Home Office. Payments
for withdrawal requests will be made in accordance with Securities and Exchange
Commission requirements, but normally not later than seven calendar days
following our receipt of a disbursement form. Withdrawals may be subject to a
deferred sales charge (see "Charges and Deductions") and to taxes and to tax
penalties (see "Tax Status"). Roth IRAs provide for a tax-free withdrawal of
all assets in the Account, 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.
    

      Withdrawals may be requested in one of the following forms:

[bullet] Full Withdrawal of an Account: The amount paid for a full withdrawal
         will be the Adjusted Account Value minus any applicable deferred sales
         charge and maintenance fee due.

[bullet] Partial Withdrawals: (Percentage): The amount paid will be the
         percentage of the Adjusted Account Value requested minus any
         applicable deferred sales charge.

   
[bullet] Partial Withdrawals: (Specified Dollar Amount): The amount paid will
         be the dollar amount requested. However, the amount withdrawn from
         your Account will equal the amount you request plus any applicable
         deferred sales charge and plus or minus any applicable market value
         adjustment. For any partial withdrawal, the value of the Accumulation
         Units canceled will be withdrawn proportionately from the Guaranteed
         Account or Fixed Account or each Subaccount in which your Account is
         invested, unless you request otherwise in writing. All amounts paid
         will be based on your Account Value as of the next Valuation Date
         after we receive a request for withdrawal at our Home Office, or on
         such later date as the disbursement form may specify.

[bullet] The tax treatment of withdrawals from each Nonqualified Contract may
         be affected if you own other annuity contracts issued by us (or our
         affiliates) that were purchased after October 21, 1988. (See "Tax
         Status.")
    

[bullet] Withdrawal Restrictions from 403(b) Plans. Under Section 403(b)
         Contracts, the withdrawal of salary reduction contributions and
         earnings on such contributions is generally prohibited prior to the
         participant's death, disability, attainment of age 59-1/2, separation
         from service or financial hardship. (See "Tax Status.")

   
[bullet] Reinstatement Privilege Following Withdrawal. You may elect to
         reinstate all or a portion of the proceeds received from the full
         withdrawal of your Account within 30 days after the withdrawal.
         Reinvested amounts must be received by the Company within 60 days of
         the withdrawal. Accumulation Units will be credited to your Account
         for the amount reinstated, as well as for any maintenance fee charged
         and any portion of any deferred sales charge imposed at the time of
         withdrawal. However, any aggregate negative market value adjustment
         made to the Guaranteed Account will not be credited. Reinstated
         amounts will be reallocated to applicable investment options in the
         same proportion as they were allocated at the time of withdrawal.
    

      The number of Accumulation Units credited will be based upon the
Accumulation Unit Value(s) next computed following receipt at our Home Office
of the reinstatement request along with the amount to be reinstated. Any
maintenance fee which falls due after the withdrawal and before the
reinstatement will be deducted from the amount reinstated. The reinstatement
privilege may be used only once and does not apply to Certificate Holder's
Accounts that we close out as described in Section entitled "Involuntary
Terminations." If you are contemplating reinstatement, you should seek
competent advice regarding the tax consequences associated with this type of a
transaction.


- --------------------------------------------------------------------------------
                                        9
<PAGE>

                         SYSTEMATIC DISTRIBUTION OPTIONS
================================================================================

      The Company offers certain withdrawal options under the Contract that are
not considered Annuity Options ("Systematic Distribution Options"). To exercise
these options, your Account Value must meet the minimum dollar amount and age
criteria applicable to that option.

      The Systematic Distribution Options currently available under the
Contract include the following:

[bullet] SWO--Systematic Withdrawal Option. SWO is a series of partial
         withdrawals from your Account based on a payment method you select. It
         is designed for those who want a periodic income while retaining
         investment flexibility for amounts accumulated under a Contract.

[bullet] ECO--Estate Conservation Option. ECO offers the same investment
         flexibility as SWO but is designed for those who want to receive only
         the minimum distribution that the Code requires each year. ECO is
         available only under Qualified Contracts. Under ECO, the Company
         calculates the minimum distribution amount required by law, and pays
         you that amount once a year. (See "Tax Status.")

   
      ECO is not available under the Roth IRA Contract.
    

      Other Systematic Distribution Options may be added from time to time.
Additional information relating to any of the Systematic Distribution Options
may be obtained from your local representative or from the Company at its Home
Office.

      If you select one of the Systematic Distribution Options, you will retain
all of the rights and flexibility permitted under the Contract during the
Accumulation Period. Your Account Value will continue to be subject to the
charges and deductions described in this Prospectus. Taking a withdrawal under
one of these Systematic Distribution Options may have tax consequences. Any
person concerned about tax implications should consult a competent tax advisor
prior to electing an option.

      Once you elect a Systematic Distribution Option, you may revoke it any
time by submitting a written request to our Home Office. Once an option is
revoked, it may not be elected again for three years, nor may any other
Systematic Distribution Option be elected unless permitted by the Code. The
Company reserves the right to discontinue the availability of one or all of
these Systematic Distribution Options for new elections at any time, and/or to
change the terms of future elections.

                   DEATH BENEFIT DURING ACCUMULATION PERIOD
================================================================================

      A death benefit will be payable to the Beneficiary(ies) if the
Certificate Holder or the Annuitant dies before Annuity payments have
commenced. Upon the death of a joint Certificate Holder prior to the Annuity
Date, the surviving Certificate Holder, if any, will become the designated
Beneficiary. Any other Beneficiary designation on record with the Company at
the time of death will be treated as a contingent Beneficiary.

DEATH BENEFIT AMOUNT
      If approved by your state, upon the death of the Annuitant, the death
benefit proceeds will be the greater of:

(1) The minimum guaranteed death benefit (described below) as of the date of
    death, plus any Purchase Payments made, and less any amount(s) surrendered,
    applied to an Annuity option or deducted from the Account, since the minimum
    guaranteed death benefit was determined, or

(2) The Account Value on the Claim Date.

      The minimum guaranteed death benefit is determined as follows: On the
effective date of the Contract ("Effective Date"), the minimum guaranteed death
benefit equals the amount of the initial Purchase Payment. On each Effective
Date anniversary before the Annuitant reaches age 85, the minimum guaranteed
death benefit is the greater of:

(1) The prior minimum guaranteed death benefit, plus any Purchase Payments made,
    and less any amount(s) surrendered, applied to an Annuity option or deducted
    from the Account, since the minimum guaranteed death benefit was previously
    determined, or


- --------------------------------------------------------------------------------
                                       10

<PAGE>

(2) The Account Value on the Effective Date anniversary.

      After the Annuitant reaches age 85 the minimum guaranteed death benefit
is equal to the minimum guaranteed death benefit determined on the Effective
Date anniversary immediately preceding the date the Annuitant attained age 85
plus any Purchase Payments made, and less any amounts surrendered, applied to
an Annuity option or deducted from the Account.

   
      On the Claim Date, if the minimum guaranteed death benefit is greater
than the Account Value, the amount by which the minimum guaranteed death
benefit exceeds the Account Value is allocated to Aetna Money Market VP
Subaccount. The Beneficiary may elect a death benefit option as permitted
unless the Certificate Holder has specified the form of payment to the
Beneficiary.
    

      Under Nonqualified Contracts only, if the Certificate Holder is not the
Annuitant and dies, the minimum guaranteed death benefit will not apply. The
amount paid on account of the death benefit of the Certificate Holder will be
equal to the Adjusted Account Value on the Claim Date. Full or partial
withdrawals may be subject to a deferred sales charge. The Beneficiary may
elect a death benefit option available under the Contract unless the
Certificate Holder has specified the form of payment to the Beneficiary.

      If a spousal Beneficiary continued the Account at the death of the
Certificate Holder who was also the Annuitant, the spousal Beneficiary will
become the Annuitant and the minimum guaranteed death benefit will also apply
at the death of the spousal Beneficiary. The initial minimum guaranteed death
benefit equals the Account Value as adjusted for any minimum guaranteed death
benefit payable at the death of the original Certificate Holder/Annuitant.
Thereafter, the minimum guaranteed death benefit is determined as above.

      If the spousal Beneficiary continued the Account at the death of the
Certificate Holder who was not also the Annuitant, the Annuitant will not
change and the amount of death benefit proceeds payable upon the spousal
Beneficiary's death will be equal to the Adjusted Account Value on the Claim
Date, less any deferred sales charge.

      If the death benefit described above has not been approved by your state,
the following death benefit shall apply:

      Upon the death of the Annuitant, the guaranteed death benefit proceeds
will be the greatest of:

(1) the total Purchase Payment(s) applied to the Account, minus the sum of all
    amounts withdrawn, annuitized or deducted from such Account;

(2) the highest step-up value as of the date of death. The step-up value is
    determined on each anniversary of the Effective Date, up to the Annuitant's
    75th birthday. Each step-up value is calculated as the Account Value on the
    Effective Date anniversary, increased by Purchase Payments applied, and
    decreased by partial withdrawals, annuitizations and deductions taken from
    the Account since the Effective Date anniversary; or

(3) the Account Value as of the date of death.

   
      The excess, if any, of the guaranteed death benefit value over the
Account Value is determined as of the date of death. Any excess amount will be
deposited and allocated to the Aetna Money Market VP Subaccount. The Account
Value on the claim date plus any excess amount deposited into the Account
becomes the Certificate Holder's Account Value. The death benefit paid will
equal the Account Value when request for payment is made and no deferred sales
charge applies.
    

      Under Nonqualified Contracts only, if the Certificate Holder is not the
Annuitant and dies, the guaranteed death benefit will not apply. The amount of
death benefit proceeds, will be equal to the Adjusted Account Value on the
Claim Date. Full or partial withdrawals may be subject to a deferred sales
charge. If the spousal Beneficiary continued the Account after the death of the
Certificate Holder who was the Annuitant, the amount of the death benefit
proceeds payable upon the spousal Beneficiary's death will be equal to the
Adjusted Account Value on the Claim Date, less any deferred sales charge
applicable to any Purchase Payments made since the death of the Certificate
Holder/Annuitant.

      If the spousal Beneficiary continued the Account after the death of the
Certificate Holder who was not the Annuitant, the amount of the death benefit
proceeds payable upon the spousal Beneficiary's death will be equal to the
Adjusted Account Value on the Claim Date. Full or partial withdrawals may be
subject to a deferred sales charge in accordance with the usual rules regarding
the deferred sales charge. (See "Deferred Sales Charge.") If this provision was
not


- --------------------------------------------------------------------------------
                                       11

<PAGE>

approved in your state, the deferred sales charge will apply only to Purchase
Payments made since the death of the Certificate Holder. For amounts held in
the Guaranteed Account, see Appendix A for a discussion of the calculation of
death benefit proceeds.

DEATH BENEFIT PAYMENT OPTIONS
      Death benefit proceeds may be paid to the Beneficiary as described below.
If you die and no Beneficiary exists, the death benefit will be paid in a lump
sum to your estate. Prior to any election by the Beneficiary, the Account Value
will remain in the Account and the Account Value will continue to be affected
by the investment performance of the investment option(s) selected. The
Beneficiary has the right to allocate or transfer any amount to any available
investment option (subject to a market value adjustment, as applicable). The
Code requires that distributions begin within a certain time period, as
described below. If no elections are made, no distributions will be made.
Failure to commence distributions within those time periods can result in tax
penalties.

      Nonqualified Contracts. Under a Nonqualified Contract, if you die, and
the Beneficiary is your surviving spouse, or if you are a nonnatural person and
the Annuitant dies, and the Beneficiary is the Annuitant's surviving spouse, he
or she automatically becomes the successor Certificate Holder. The successor
Certificate Holder may exercise all rights under the Account and (1) continue
in the Accumulation Period; (2) elect to apply some or all of the Adjusted
Account Value to any of the Annuity Options; or (3) receive at any time a lump
sum payment equal to all or a portion of the Adjusted Account Value. If you die
and you are not the Annuitant, any applicable deferred sales charge will be
applied if a lump sum is elected. Under the Code, distributions are not
required until the successor Certificate Holder's death. If you die and the
Beneficiary is not your surviving spouse, he or she may elect option (2) or (3)
above. According to the Code, any portion of the Adjusted Account Value not
distributed in installments over the life or life expectancy beginning within
one year of your death, must be paid within five years of your death. (See "Tax
Status of the Contract.")

      If you are a natural person but not the Annuitant and the Annuitant dies,
the Beneficiary may elect to apply the Adjusted Account Value to an Annuity
Option within 60 days or to receive a lump sum payment equal to the Adjusted
Account Value, subject to state regulatory approval. If the Beneficiary does
not elect an Annuity Option within 60 days of the date of death, the gain, if
any, will be includable in the Beneficiary's income in the year the Annuitant
dies.

      If SWO is in effect, payments will cease at the Certificate Holder's or
Annuitant's death. A Beneficiary, however, may elect to continue SWO.

      Qualified Contracts. Under a Qualified Contract, the death benefit is
paid at the death of the participant, who is the Annuitant under the Contract.
The Beneficiary has the following options: (1) apply some or all of the
Adjusted Account Value to any of the Annuity Options, subject to the
distribution rules in Code Section 401(a)(9), or (2) receive at any time a lump
sum payment equal to all or a portion of the Adjusted Account Value. If the
Account was established in conjunction with a Section 401(a) qualified pension
or profit sharing plan or a Section 457 deferred compensation plan, payment
will be made, as directed by the Certificate Holder, to either the Certificate
Holder or to the plan Beneficiary.

      If ECO or SWO is in effect and the participant dies before the required
beginning date for minimum distributions, payments will cease. A Beneficiary,
or the Certificate Holder on behalf of a plan Beneficiary, may elect ECO or SWO
provided the election would satisfy the Code minimum distribution rules.

      If ECO or SWO is in effect and the participant dies after the required
beginning date for minimum distributions, payments will continue as permitted
under the Code minimum distribution rules, unless the option is revoked.

      Death benefit payments must satisfy the distribution rules in Code
Section 401(a)(9). (See "Tax Status of the Contract.")


- --------------------------------------------------------------------------------
                                       12
<PAGE>

                                 ANNUITY PERIOD
================================================================================

ANNUITY PERIOD ELECTIONS

      You must notify us in writing of the date you want Annuity Payments to
start (the "Annuity Date") and the Annuity Option elected. Payments may not
begin earlier than one year after purchase, or, unless we consent, later than
the later of (a) the first day of the month following the Annuitant's 85th
birthday, or (b) the tenth anniversary of the last Purchase Payment (fifth
anniversary for Contracts issued in Pennsylvania).

      Annuity Payments will not begin until you have selected an Annuity Date
and an Annuity Option. Until a date and option are elected, the Account will
continue in the Accumulation Period.

      As of January 1, 1997, the Code generally requires that for Qualified
Contracts, other than for IRAs and for five-percent owners in other Qualified
Contracts, minimum annual distributions of the Account Value begin by April 1st
of the calendar year following the calendar year in which a participant attains
age 70-1/2 or retires, whichever occurs later. For IRA depositors and for
five-percent owners, minimum distributions must begin by April 1 of the
calendar year following the calendar year in which the participant attains age
70-1/2. In addition, distributions must be in a form and amount sufficient to
satisfy the Code requirements. These requirements may be satisfied by the
election of certain Annuity Options or Systematic Distribution Options. (See
"Tax Status.") For Nonqualified Contracts, failure to select an Annuity Option
and an Annuity Date, or postponement of the Annuity Date past the Annuitant's
85th birthday or tenth anniversary of your last Purchase Payment may have
adverse tax consequences. You should consult with a qualified tax adviser if
you are considering such a course of action.

   
      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.
    

      At least 30 days prior to the Annuity Date, you must notify us in writing
of the following:

[bullet] the date on which you would like Annuity Payments to begin;

[bullet] the Annuity Option under which you want payments to be calculated and
         paid;

[bullet] whether the payments are to be made monthly, quarterly, semi-annually
         or annually; and

[bullet] the investment option(s) used to provide Annuity Payments (i.e., a
         fixed Annuity using the general account or a variable Annuity using
         any of the Subaccounts available at the time of annuitization or a
         combination of the two). ("See Annuity Options.")

      Once Annuity Payments begin, the Annuity Option may not be changed.

PARTIAL ANNUITIZATION
      You may elect an Annuity Option with respect to a portion of your Account
Value, while leaving the remaining portion of your Account Value invested in
the Accumulation Period. The Code and the regulations do not specifically
address the tax treatment applicable to payments provided in this way. Whether
such payments are taxable as annuity payments or as withdrawals is currently
unclear; therefore, you should consult with a qualified tax adviser if you are
considering a partial annuitization of your Account.

ANNUITY OPTIONS
      The Certificate Holder may choose one of the following Annuity Options:

Lifetime Annuity Options:

Option 1--Life Annuity--An annuity with payments ending on the Annuitant's
death.

Option 2--Life Annuity with Guaranteed Payments--An annuity with payments
guaranteed for 5-30 years.

*Option 3--Life Annuity with Cash Refund Feature--An annuity with a cash refund
feature. Payments are guaranteed for the amount applied to the Annuity Option.
If the Annuitant dies before the amount applied to the Annuity Option (less any
applicable premium tax) has been paid, any remaining balance will


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                                       13
<PAGE>

be paid in one sum to the Beneficiary. This option is available only when all
payments are as a fixed Annuity.

Option 4--Life Annuity Based Upon the Lives of Two Annuitants--An annuity paid
during the lives of the Annuitant and a second Annuitant. The Certificate
Holder selects an Annuity with 100%, 66-2/3% or 50% of the payment to continue
after the first death, or an Annuity with 100% of the payment to continue at
the death of the second Annuitant and 50% of the payment to continue at the
death of the Annuitant.

Option 5--Life Annuity Based Upon the Lives of Two Annuitants with Guaranteed
Payments--An Annuity with Payments for a minimum of 5-30 years, with 100% of
the payment to continue after the first death.

*Option 6--Life Annuity Based Upon the Lives of Two Annuitants with a Cash
Refund Feature--An Annuity with 100% of the payment to continue after the first
death with a cash refund feature. Payments are guaranteed for the amount
applied to the Annuity Option. If both Annuitants die prior to the total
payment of the amount applied to the Annuity Option (less any premium tax), any
remaining balance will be paid in one sum to the Beneficiary. This option is
available only when all payments are as a fixed Annuity.

*(If approved by your state)

If Option 1 or 4 is elected, it is possible that only one Annuity Payment will
be made if the Annuitant under Option 1, or the surviving Annuitant under
Option 4, should die prior to the due date of the second Annuity Payment. Once
lifetime Annuity payments begin, the Certificate Holder cannot elect to receive
a lump-sum settlement.

Nonlifetime Annuity Option:
      Under the nonlifetime option, payments may be made for generally 5-30
years, as selected by the Certificate Holder. If this option is elected as a
variable Annuity, the Certificate Holder may request that the present value of
all or any portion of the remaining variable payments be paid in one sum.
However, any lump-sum elected before three years of payments have been
completed will be treated as a withdrawal during the Accumulation Period and
any applicable deferred sales charge will be assessed. (See "Charges and
Deductions--Deferred Sales Charge.") If the nonlifetime option is elected on a
fixed basis, you cannot elect to receive a lump-sum settlement.

      We may also offer additional Annuity Options under your Contract from
time to time. You can call the number listed in the "Inquiries" section of the
Prospectus Summary to determine which options are available and the terms of
such options. Additional or enhanced options may not be made available to those
already receiving Annuity payments.

ANNUITY PAYMENTS
      Date Payments Start. When payments start, the age of the Annuitant plus
the number of years for which payments are guaranteed must not exceed 95. For
Qualified Contracts only, Annuity Payments may not extend beyond (a) the life
of the Annuitant, (b) the joint lives of the Annuitant and Beneficiary, (c) a
period certain greater than the Annuitant's life expectancy, or (d) a period
certain greater than the joint life expectancies of the Annuitant and
Beneficiary.

      Amount of Each Annuity Payment. The amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts (some
options require that all payments be made on a fixed basis). No election may be
made that would result in the first Annuity Payment of less than $50, or total
yearly Annuity Payments of less than $250 (less if required by state law). If
the Account Value on the Annuity Date is insufficient to elect an option for
the minimum amount specified, a lump-sum payment must be elected. We reserve
the right to increase the minimum first Annuity Payment amount and the minimum
annual Annuity Payment amount based on increases reflected in the Consumer
Price Index-Urban (CPI-U), since July 1, 1993.

      If Annuity Payments are to be made on a variable basis, the first and
subsequent payments will vary depending on the assumed net investment rate
selected (3-1/2% or 5% per annum). Selection of a 5% rate causes a higher first
payment, but Annuity Payments will increase thereafter only to the extent that
the net investment rate exceeds 5% on an annualized basis. Annuity Payments
would decline if the rate were below 5%. Use of the 3-1/2% assumed rate causes a
lower first payment, but subsequent payments would increase more rapidly or
decline more slowly as changes occur in the net investment rate. (See the
Statement of Additional Information for further discussion on the impact of
selecting an assumed net investment rate.)


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                                       14
<PAGE>

CHARGES DEDUCTED DURING THE ANNUITY PERIOD
      We make a daily deduction for mortality and expense risks from any
amounts held on a variable basis. Therefore, electing the nonlifetime option on
a variable basis will result in a deduction being made even though we assume no
mortality risk. We may also deduct a daily administrative charge from amounts
held under the variable options. This charge, established when a variable
Annuity Option is elected, will not exceed 0.25% per year of amounts held on a
variable basis. Once established, the charge will be effective during the
entire Annuity Period. (See "Charges and Deductions.")

DEATH BENEFIT PAYABLE DURING THE
ANNUITY PERIOD
      The death benefit, if any, due when the Annuitant dies after Annuity
Payments have begun, will depend on the terms of the Contract and the Annuity
Option selected. If Option 1 or Option 4 was elected, Annuity Payments will
cease on the death of the Annuitant under Option 1 or the death of the
surviving Annuitant under Option 4.

      If Lifetime Option 2 or Option 5 was elected and the death of the
Annuitant under Option 2, or the surviving Annuitant under Option 5, occurs
prior to the end of the guaranteed minimum payment period, we will continue
payments to the Beneficiary unless the Beneficiary elects a lump sum, provided
the Certificate Holder has not prohibited such an election in the Beneficiary
designation.

   
      If the nonlifetime option was elected, and the Annuitant dies before all
payments are made, remaining payments will be paid to the Beneficiary unless
the Beneficiary elects a lump sum, provided the Certificate Holder has not
prohibited such an election in the Beneficiary designation.
    

      When the Annuitant dies after Annuity Payments have begun and if there is
a death benefit payable under the Annuity option elected, the remaining value
must be distributed to the Beneficiary at least as rapidly as under the
original method of distribution.

      Any lump-sum payment paid under the applicable lifetime or nonlifetime
Annuity options will be made within seven calendar days after acceptable proof
of death, and a request for payment are received at our Home Office. The value
of any death benefit proceeds will be determined as of the next Valuation Date
after we receive acceptable proof of death and a request for payment. Under
Options 2 and 5, such value will be reduced by any payments made after the date
of death.

                                   TAX STATUS
================================================================================

INTRODUCTION

      The following provides a general discussion and is not intended as tax
advice. This discussion reflects the Company's understanding of current federal
income tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective prior to the date of the change).
In addition, this discussion does not cover the potential application of
federal estate and gift tax laws, or state, local or any other tax law. The
Company makes no guarantee regarding the tax treatment of any contract or
transaction involving a Contract.

   
      The Contract may be purchased on a non-tax qualified basis ("Nonqualified
Contract") or purchased and used in connection with certain retirement
arrangements entitled to special income tax treatment under Section 403(b),
408(b) or 408A of the Code, or prior to May 1, 1998 under Sections 401(a) or
457 of the Code("Qualified Contracts"). The ultimate effect of federal income
taxes on the amounts held under a Contract, on Annuity payments, and on the
economic benefit to the Contract Holder, Certificate Holder or Beneficiary may
depend upon the tax status of the individual concerned. Any person concerned
about these tax implications should consult a competent tax adviser before
initiating any transaction.
    

TAXATION OF THE COMPANY
      The Company is taxed as a life insurance company under the Code. Since
the Separate Account is not an entity separate from the Company, it will not be
taxed separately as a "regulated investment company" under the Code. Investment
income and realized capital gains are automatically applied to increase
reserves under the Contracts. Under existing federal income tax law, the
Company believes that the Separate Account investment income and realized net
capital gains will not be taxed to the extent that such income and gains are
applied to increase the reserves under the Contracts.


- --------------------------------------------------------------------------------
                                       15
<PAGE>

      Accordingly, the Company does not anticipate that it will incur any
federal income tax liability attributable to the Separate Account and,
therefore, the Company does not intend to make provisions for any such taxes.
However, if changes in the federal tax laws or interpretation thereof result in
the Company being taxed on income or gains attributable to the Separate
Account, then the Company may impose a charge against the Separate Account
(with respect to some or all Contracts) in order to set aside provisions to pay
such taxes.

TAX STATUS OF THE CONTRACT
      Diversification. Section 817(h) of the Code requires that with respect to
Nonqualified Contracts, the investments of the Funds be "adequately
diversified" in accordance with Treasury Regulations in order for the Contracts
to qualify as annuity contracts under federal tax law. The Separate Account,
through the Funds, intends to comply with the diversification requirements
prescribed by the Treasury in Reg. Sec. 1.817-5, which affects how the Funds'
assets may be invested.

      In addition, in certain circumstances, owners of variable annuity
contracts may be considered the owners, for federal income tax purposes, of the
assets of the separate accounts used to support their contracts. In these
circumstances, income and gains from the separate account assets would be
includible in the variable contract owner's gross income. The IRS has stated in
published rulings that a variable contract owner will be considered the owner
of separate account assets if the owner possesses incidents of investment
control over the assets. The ownership rights under the contract are similar
to, but different in certain respects from those described by the IRS in
rulings in which it was determined that owners were not owners of separate
account assets. For example, a Certificate Holder has additional flexibility in
allocating premium payments and account values. In addition, the number of
funds provided under the Contract is significantly greater than the number of
funds offered in contracts on which rulings have been issued. These differences
could result in a Certificate Holder being treated as the owner of a pro rata
portion of the assets of the Separate Account. The Company reserves the right
to modify the Contract as necessary to attempt to prevent a Certificate Holder
from being considered the owner of a pro rata share of the assets of the
Separate Account.

      Required Distributions--Nonqualified Contracts: In order to be treated as
an annuity contract for federal income tax purposes, Section 72(s) of the Code
requires Nonqualified Contracts to provide that (a) if any Certificate Holder
dies on or after the Annuity Date but prior to the time the entire interest in
the Contract has been distributed, the remaining portion of such interest will
be distributed at least as rapidly as under the method of distribution in
effect at the time of the Certificate Holder's death, and (b) if any
Certificate Holder dies prior to the Annuity Date, the entire interest in the
Contract will be distributed within five years after the date of such
Certificate Holder's death. These requirements will be considered satisfied as
to any portion of a Certificate Holder's interest which is payable to or for
the benefit of a "designated beneficiary" and which is distributed over the
life of such "designated beneficiary" or over a period not extending beyond the
life expectancy of that beneficiary, provided that such distributions begin
within one year of the Certificate Holder's death. The "designated beneficiary"
refers to a natural person designated by the Certificate Holder as a
Beneficiary and to whom ownership of the contract passes by reason of death.
However, if the "designated beneficiary" is the surviving spouse of the
deceased Certificate Holder, the Account may be continued with the surviving
spouse as the new Certificate Holder. If the Certificate Holder is a
non-natural person, the surviving spouse who is the "designated beneficiary" of
the deceased Annuitant may continue the Account.

   
      If the Certificate Holder is a natural person but not the Annuitant and
the Annuitant dies, if the Beneficiary does not elect an Annuity Option within
60 days of the date of death, the gain, if any, will be includible in the
Beneficiary's income in the year the Annuitant dies.

      Required Distributions--Qualified Contracts: The Code has required
distribution rules for Section 401(a), 403(b) and 457 Plans and Individual
Retirement Annuities. Other than for IRAs and for five-percent owners in other
Qualified Contracts distributions must generally begin by April 1 of the
calendar year following the calendar year in which the participant attains age
70-1/2 or retires, whichever occurs later. For traditional IRA participants and
for five-percent owners, minimum distributions must begin by April 1 of the
calendar year following the calendar year in which the participant attains age
70-1/2. There is no required distribution date for participants in a Roth IRA.
Under 403(b) plans, if
    


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                                       16
<PAGE>

   
the Company maintains separate records, distribution of amounts held as of
December 31, 1986 must generally begin by the end of the calendar year in which
the participant attains age 75 (or retires, whichever occurs later). However,
special rules require that some or all of the balance be distributed earlier if
any distributions are taken in excess of the minimum required amount.
    

      To comply with these provisions, distributions must be in a form and
amount sufficient to satisfy the minimum distribution and minimum distribution
incidental death benefit rules specified in Section 401(a) (9) of the Code.

   
      In general, annuity payments from a traditional IRA must be distributed
over the participant's life or the joint lives of the participant and
beneficiary, or over a period not greater than the participant's life expectancy
or the joint life expectancies of the participant and beneficiary. Also, any
distribution under a Section 457 Plan payable over a period of more than one
year must be made in substantially nonincreasing amounts.
    

      If the participant dies on or after the required beginning date for
minimum distributions, distributions to the beneficiary must be made at least as
rapidly as the method of distribution in effect at the time of the participant's
death. However, if the required minimum distribution is calculated each year
based on the participant's single life expectancy or the joint life expectancies
of the participant and beneficiary, the regulations for Code Section 401(a)(9)
provide specific rules for calculating the required minimum distributions at the
participant's death. For example, if ECO was elected with the calculation based
on the participant's single life expectancy, and the life expectancy is
recalculated each year, the recalculated life expectancy becomes zero in the
calendar year following the participant's death and the entire remaining
interest must be distributed to the beneficiary by December 31 of the year
following the participant's death. However, a spousal beneficiary, other than
under a Section 457 Plan, has certain rollover rights which can only be
exercised in the year of the participant's death. The rules are complex and the
participant should consult a tax adviser before electing the method of
calculation to satisfy the minimum distribution requirements.

      If the participant dies before the required beginning date for minimum
distributions, the entire interest must be distributed by December 31 of the
calendar year containing the fifth anniversary of the date of the participant's
death. Alternatively, payments may be made over the life of the beneficiary or
over a period not extending beyond the life expectancy of the beneficiary, not
to exceed 15 years for a non-spousal beneficiary under a Section 457 Plan,
provided the distribution begins to a non-spouse beneficiary by December 31 of
the calendar year following the calendar year of the participant's death. If
payments are made to a spousal beneficiary, distributions must begin by the
later of December 31 of the calendar year following the calendar year of the
death or December 31 of the calendar year in which the participant would have
attained age 70-1/2.

      An exception applies for a spousal beneficiary under an Individual
Retirement Annuity. In lieu of taking a distribution under these rules, a
spousal beneficiary may elect to treat the Account as his or her own IRA and
defer taking a distribution until his or her age 70-1/2. The surviving spouse is
deemed to have made such an election if the surviving spouse makes a rollover to
or from the Account or fails to take a distribution within the required time
period.

   
      The minimum distribution rules also apply to beneficiaries under a Roth
IRA and are based on whether the participant dies before or after distribution
begins.
    

      If the participant or beneficiary fails to take the required minimum
distribution for any tax year, a 50% excise tax is imposed on the required
amount that was not distributed.

TAXATION OF ANNUITY CONTRACTS
      In General: Section 72 of the Code governs taxation of annuities in
general. The Company believes that a Certificate Holder under a Nonqualified
Contract who is a natural person generally is not taxed on increases in the
Account Value until distribution occurs by withdrawing all or part of such
Account Value (e.g., withdrawals or Annuity Payments under the Annuity Option
elected). The taxable portion of a distribution (in the form of a single sum
payment or an Annuity) is taxable as ordinary income.

      Non-Natural Holders of a Nonqualified Contract: If the Certificate Holder
is not a natural person, a Nonqualified Contract is not treated as an annuity
for income tax purposes and the "income on the contract" for the taxable year is
currently taxable as ordinary income. "Income on the contract" is any increase
over


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                                       17
<PAGE>

the year in the Surrender Value, adjusted for Purchase Payments made during the
year, amounts previously distributed and amounts previously included in income.
There are some exceptions to the rule and a non-natural person should consult
with its tax adviser prior to purchasing this Contract. A non-natural person
exempt from federal income taxes should consult with its tax adviser regarding
treatment of "income on the contract" for purposes of the unrelated business
income tax. When the Certificate Holder is not a natural person, the Annuitant
is considered the Certificate Holder for the purpose of meeting the required
distribution-at-death rules. In addition, when the Certificate Holder is not a
natural person, a change in Annuitant is treated as the death of the
Certificate Holder.

      The following discussion generally applies to Qualified Contracts or
Nonqualified Contracts owned by a natural person.

      Withdrawals: In the case of a withdrawal under a Qualified Contract,
including withdrawals under SWO or ECO, the amount taxable is generally based on
the ratio of the "investment in the contract" to Account Value. The "investment
in the contract" generally equals the amount of any nondeductible Purchase
Payments paid by or on behalf of any individual less any amount received
previously which was excludable from gross income. For a Qualified Contract, the
"investment in the contract" can be zero. Special tax rules may be available for
certain distributions from a Qualified Contract.

      With respect to Nonqualified Contracts, partial withdrawals, including
withdrawals under SWO, are generally treated as taxable income to the extent
that the Account Value immediately before the withdrawal exceeds the "investment
in the contract" at that time. The Account Value immediately before a withdrawal
may have to be increased by any positive market value adjustment (MVA) that
results from such a withdrawal. There is, however, no definitive guidance on the
proper tax treatment of MVAs in these circumstances, and a Certificate Holder
should contact a competent tax advisor with respect to the potential tax
consequences of any MVA that arises as a result of a partial withdrawal.

      Full withdrawals of a Nonqualified Contract are treated as taxable income
to the extent that the amount received exceeds the "investment in the contract."

   
      Any "qualified" distribution from a Roth IRA is not includible in gross
income. A "qualified" distribution is any distribution made after the
participant attains age 59-1/2, or on account of the participant's 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", 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
"Penalty Tax" below.) 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 the
participant's death. (See "Annuity Period".)

      Annuity Payments: Although the tax consequences may vary depending on the
Annuity Payment elected under the Contract, in general, only the portion of the
Annuity Payment that represents the amount by which the Account Value exceeds
the "investment in the contract" will be taxed; after the "investment in the
contract" is recovered, the full amount of any additional annuity payments is
taxable. For variable Annuity Payments, the taxable portion is generally
determined by an equation that establishes a specific dollar amount of each
payment that is not taxed. The dollar amount is determined by dividing the
"investment in the contract" by the total number of expected periodic payments.
However, the entire distribution will be taxable once the recipient has
recovered the dollar amount of his or her "investment in the contract." For
fixed annuity payments, in general there is no tax on the portion of each
payment which represents the same ratio that the "investment in the contract"
bears to the expected number of payments as defined in Code Section 72(d);
however, the remainder of each Annuity Payment is taxable. Once the "investment
in the contract" has been fully recovered, the full amount of any additional
Annuity Payments is taxable. If Annuity Payments cease as a result of an
Annuitant's death before full recovery of the "investment in the contract,"
consult a competent tax advisor regarding deductibility of the unrecovered
amount.
    

      Penalty Tax: In the case of a distribution pursuant to a Nonqualified
Contract, or a Qualified Contract


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                                       18
<PAGE>

other than a Qualified Contract sold in conjunction with a Code Section 457
Plan, there may be imposed a federal income tax penalty equal to 10% of the
amount treated as taxable income.

      In general, there is no penalty tax on distributions from a Nonqualified
Contract: (1) made on or after the date on which the taxpayer attains age
59-1/2; (2) made as a result of the death of the Certificate Holder; (3)
attributable to the taxpayer's total and permanent disability; (4) received in
substantially equal periodic payments (at least annually) over the life or life
expectancy of the taxpayer or the joint lives or joint life expectancies of the
taxpayer and a "designated beneficiary"; or (5) allocable to "investment in the
contract" before August 14, 1982.

      If a distribution is made from a Qualified Contract sold in conjunction
with a Section 401(a) Plan or Section 403(b) Plan, the penalty tax will not
apply on distribution made when the participant (a) attains age 59-1/2, (b)
becomes permanently and totally disabled, (c) dies, (d) separates from service
with the plan sponsor at or after age 55, (e) rolls over the distribution amount
to another plan of the same type in accordance with the terms of the Code, or
(f) takes the distributions in substantially equal periodic payments (at least
annually) over his or her life or life expectancy or the joint lives or joint
life expectancies of the participant and beneficiary, provided the participant
has separated from service with the plan sponsor. In addition, the penalty tax
does not apply for the amount of a distribution equal to unreimbursed medical
expenses incurred by the participant that qualify for deduction as specified in
the Code. The Code may impose other penalty taxes in other circumstances.

   
      In general, 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.
    

      Taxation of Death Benefit Proceeds: Amounts may be distributed from the
Contract because of the death of a Certificate Holder or the Annuitant.
Generally, such amounts are includible in the income of the recipient as
follows: (1) if distributed in a lump sum, they are taxed in the same manner as
a full surrender as described above, or (2) if distributed under an Annuity
Option, they are taxed in the same manner as Annuity Payments, as described
above.

   
      Special rules may apply on Nonqualified Contracts. See "Required
Distributions--Nonqualified Contracts."
    

      Transfers, Assignments or Exchanges of the Contract: A transfer of
ownership of a Contract, the designation of an Annuitant, payee or other
Beneficiary who is not also a Certificate Holder, the selection of certain
Annuity Dates, or the exchange of a Contract may result in certain tax
consequences. The assignment, pledge, or agreement to assign or pledge any
portion of the Account Value generally will be treated as a distribution. The
assignment or transfer of ownership of a Qualified Contract generally is not
allowed. Anyone contemplating any such designation, transfer, assignment,
selection, or exchange should contact a competent tax adviser with respect to
the potential tax effects of such a transaction.

   
      Multiple Contracts: All deferred nonqualified annuity contracts that are
issued by the Company (or its affiliates) to the same owner during any calendar
year are treated as one annuity contract for purposes of determining the amount
includible in gross income under Section 72(e) of the Code. In addition, the
Treasury Department has specific authority to issue regulations that prevent the
avoidance of Section 72(e) through the serial purchase of annuity contracts or
otherwise.

CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
      Qualified Contracts in General. The Qualified Contract is designed for use
as a Code Section 408(b) Individual Retirement Annuity or as a Contract used in
connection with certain employer sponsored retirement plans. The tax rules
applicable to participants and beneficiaries in Qualified Contracts are complex.
Special favorable tax treatment may be available for certain types of
contributions and distributions. Adverse tax consequences may result from
contributions in excess of specified limits; distributions prior to age 59-1/2
(subject to certain exceptions); distributions that do not conform to specified
commencement and minimum distribution rules; and in other specified
circumstances.
    


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                                       19
<PAGE>

      The Company makes no attempt to provide more than general information
about use of the Contracts with the various types of retirement plans.
Participants and beneficiaries under Qualified Contracts may be subject to the
terms and conditions of the retirement plans themselves, in addition to the
terms and conditions of the Contract issued in connection with such plans. Some
retirement plans are subject to distribution and other requirements that are not
incorporated in the provisions of the Contracts. Purchasers are responsible for
determining that contributions, distributions and other transactions with
respect to the Contracts satisfy applicable laws, and should consult their legal
counsel and tax adviser regarding the suitability of the Contract.

      Section 457 Plans. Code Section 457 provides for certain deferred
compensation plans. These plans may be offered with respect to service for state
governments, local governments, political subdivisions, agencies,
instrumentalities and certain affiliates of such entities, and tax exempt
organizations. These plans are subject to various restrictions on contributions
and distributions. The plans may permit participants to specify the form of
investment for their deferred compensation account. Prior to the August 20, 1996
enactment of the Small Business Job Protection Act of 1996 (the "Small Business
Act") compensation deferred under the plans, all property and rights purchased
with such amounts, and all income attributable to such amounts, property or
rights remained solely the property and rights of the employer (without being
restricted to the provision of benefits) subject only to the claims of the
employer's general creditors. For that reason, depending on the terms of the
particular plan, the employer may have been entitled to draw on deferred amounts
for purposes unrelated to its Section 457 plan obligations.

      Under the Small Business Act, plans maintained by State or local
governments, their political subdivisions, agencies, instrumentalities and
certain affiliates will be required to hold all assets and income of the Plan in
trust for the exclusive benefit of plan participants and their beneficiaries.
For purposes of meeting the new requirement, custodial accounts and annuity
contracts are treated as trusts. State and local government plans that were in
existence on August 20, 1996 are allowed a transition period that ends January
1, 1999 to comply with the new requirement.

      In general, all amounts received under a Section 457 plan are taxable and
reportable to the IRS as taxable income. Also, all amounts except death benefit
proceeds are subject to federal income tax withholding as wages. If we make
payments directly to a participant on behalf of the employer as owner, we will
withhold federal taxes (and state taxes, if applicable).

   
      The Code imposes a maximum limit on annual Purchase Payments which may be
excluded from the participant's gross income. Such limit is generally the lesser
of $8,000 (as adjusted to reflect changes in the cost of living) or 33-1/2% of
the participant's includible compensation (25% of gross compensation).
    

      Section 401(a) Plans. Section 401(a) permits corporate employers to
establish various types of retirement plans for employees, and permits self-
employed individuals to establish various types of retirement plans for
themselves and for their employees. These retirement plans may permit the
purchase of the Contract to accumulate retirement savings under the plans.
Adverse tax consequences to the plan, to the participant or to both may result
if this Contract is assigned or transferred to an individual except to a
participant as a means to provide benefit payments.

   
      The Code imposes a maximum limit on annual Purchase Payments that may be
excluded from a participant's gross income. Such limit must be calculated under
the Plan by the employer in accordance with Section 415 of the Code. This limit
is generally the lesser of 25% of the participant's compensation or $30,000.
Compensation means compensation from the participant's employer sponsoring the
plan, and for years beginning after December 31, 1997, includes any elective
deferrals under Code Section 402 (g) and any amounts not includible in gross
income under Code Sections 125 or 457. In addition, Purchase Payments will be
excluded from a participant's gross income only if the Section 401(a) Plan meets
certain nondiscrimination requirements.
    

      All distributions will be taxed as they are received unless the
distribution is rolled over to another plan of the same type or to an individual
retirement annuity/ account ("IRA") in accordance with the Code, or unless the
participant has made after-tax contributions to the plan, which are not taxed
upon distribution. The Code has specific rules that apply, depending on the type
of distribution received, if after-tax contributions were made.


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                                       20
<PAGE>

      In general, payments received by a beneficiary after the participant's
death are taxed in the same manner as if the participant had received those
payments, except that a limited death benefit exclusion may apply for payments
due to deaths that occurred on or before August 20, 1996. This exclusion no
longer applies to payments due to deaths occurring after August 20, 1996.

      Section 403(b) Plans. Under Section 403(b), contributions made by public
school systems or nonprofit healthcare organizations and other Section 501(c)(3)
tax exempt organizations to purchase annuity contracts for their employees are
generally excludable from the gross income of the employee.

   
      In order to be excludable from taxable income, total annual contributions
made by the participant and his or her employer cannot exceed either of two
limits set by the Code. The first limit, under Section 415, is generally the
lesser of 25% of includible compensation or $30,000. Compensation means
compensation from the participant's employer sponsoring the plan, and for years
beginning after December 31, 1997, includes any elective deferrals under Code
Section 402 (g) and any amounts not includible in gross income under Code
Sections 125 or 457. The second limit, which is the exclusion allowance under
Section 403(b), is usually calculated according to a formula that takes into
account the participant's length of employment and any pretax contributions you
and your employer made to the plan and to certain other retirement plans. These
two limits apply to the participant's contributions as well as to any
contributions made by the employer on behalf of the participant. There is an
additional limit that specifically limits salary reduction contributions to
generally no more than $10,000 annually (subject to indexing); a participant's
own limit may be higher or lower, depending on certain conditions. In addition,
Purchase Payments will be excluded from a participant's gross income only if the
Plan meets certain nondiscrimination requirements.
    

      Section 403(b)(11) restricts the distribution under Section 403(b)
contracts of: (1) salary reduction contributions made after December 31, 1988;
(2) earnings on those contributions; and (3) earnings during such period on
amounts held as of December 31, 1988. Distribution of those amounts may only
occur upon death of the participant, attainment of age 59-1/2, separation from
service, total and permanent disability, or financial hardship. In addition,
income attributable to salary reduction contributions may not be distributed in
the case of hardship.

   
INDIVIDUAL RETIREMENT ANNUITIES AND
SIMPLIFIED EMPLOYEE PENSION PLANS
      Section 408(b) of the Code permits eligible individuals to contribute to
an individual retirement program known as a traditional Individual Retirement
Annuity, hereinafter referred to as an "IRA." Also, distributions from certain
other types of qualified plans may be "rolled over" on a tax-deferred basis into
an IRA. Employers may establish Simplified Employee Pension (SEP) Plans and
contribute to an IRA owned by the employee. Purchasers of a Qualified Contract
for use with IRAs will be provided with supplemental information required by the
Internal Revenue Service. Purchasers should seek competent advice as to the
suitability of the Contract for use with IRAs.

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

WITHHOLDING
      Pension and annuity distributions generally are subject to withholding for
the recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients may be provided
the opportunity to elect not to have tax withheld from distributions; however,
certain distributions from Section 401(a) Plans and Section 403(b) tax-deferred
annuities are subject to mandatory 20% federal income tax withholding. If the
recipient is a non-resident alien, any withholding will be governed by Code
Section 1441 based on the individual's citizenship, the country of domicile and
treaty status. We will report to the IRS the taxable portion of all
distributions.
    


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                                       21
<PAGE>

                                  MISCELLANEOUS
================================================================================

DISTRIBUTION

      Aetna Life Insurance and Annuity Company ("ALIAC") will serve as the
principal underwriter for the securities sold by this Prospectus. ALIAC is
registered as a broker-dealer with the Securities and Exchange Commission
("SEC") and is a member of the National Association of Securities Dealers, Inc.
("NASD"). As principal underwriter, ALIAC will contract with one or more
registered broker-dealers, or with banks that may be acting as broker-dealers
without separate registration under the Securities Exchange Act of 1934 pursuant
to legal and regulatory exceptions ("Distributors") to offer and sell the
Contracts. ALIAC and one or more of its affiliates may also sell the Contracts
directly. All individuals offering and selling the Contracts must either be
registered representatives of a broker-dealer, or employees of a bank exempt
from registration under the Securities Exchange Act of 1934, and must also be
licensed as insurance agents to sell variable annuity contracts.

      From time to time, ALIAC may offer customers of certain broker-dealers
special guaranteed rates in connection with the Guaranteed Account offered
through the Contracts, and may negotiate different commissions for these
broker-dealers.

      ALIAC may also contract with independent third party broker-dealers who
will act as wholesalers by assisting ALIAC in finding broker-dealers or banks
interested in acting as Distributors for the Contracts. These wholesalers may
also provide training, marketing and other sales related functions for ALIAC and
other Distributors and may provide certain administrative services to ALIAC in
connection with the Contracts. ALIAC may pay such wholesalers compensation based
on Purchase Payments for the Contracts purchased through Distributors selected
by the wholesaler.

      ALIAC may also designate third parties to provide services in connection
with the Contracts such as reviewing applications for completeness and
compliance with insurance requirements and providing the Distributors with
approved marketing material, prospectuses or other supplies. These parties will
also receive payments based on Purchase Payments for their services, to the
extent such payments are allowed by applicable securities laws. All costs and
expenses related to these services will be paid by ALIAC.

      Payment of Commissions. Commissions will be paid to Distributors who sell
the Contracts. Distributors will be paid commissions up to an amount currently
equal to 6.5% of Purchase Payments. Pursuant to agreements between the
Underwriter and the Distributor, commissions may be paid as a combination of a
certain percentage amount at the time of sale and a trail commission of up to
0.40% of assets due to Purchase Payments (which, when combined, could exceed
6.5% of Purchase Payments). At times the Company may offer certain Distributors
an enhanced commission for a limited period of time. In addition, some sales
personnel may receive various types of non-cash compensation such as special
sales incentives, including trips and educational and/or business seminars.
Supervisory and other management personnel of the Company may receive
compensation that will vary based on the relative profitability to the Company
of the funding options you select. Funding options that invest in Funds advised
by the Company or its affiliates are generally more profitable to the Company.

      Other than the mortality and expense risk charge and the administrative
charge, all expenses incurred in the operations of the Separate Account are
borne by the Company.

DELAY OR SUSPENSION OF PAYMENTS
      The Company reserves the right to suspend or postpone the date of payment
for any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange") is closed (other than customary weekend and holiday
closings) or when trading on the Exchange is restricted; (b) when an emergency
exists, as determined by the SEC, so that disposal of securities held in the
Subaccounts is not reasonably practicable or it is not reasonably practicable
for the Company fairly to determine the value of the Subaccount's assets; or (c)
during such other periods as the SEC may by order permit for the protection of
investors. The conditions under which restricted trading or an emergency exists
shall be determined by the rules and regulations of the SEC.

   
PERFORMANCE REPORTING
      From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account. The Company may
advertise the "standardized average annual total
    


- --------------------------------------------------------------------------------
                                       22
<PAGE>

   
returns" of the Subaccounts, calculated in a manner prescribed by the SEC, as
well as the "non-standardized returns." "Standardized average annual total
returns" are computed according to a formula in which a hypothetical investment
of $1,000 is applied to the Subaccount and then related to the ending
redeemable values over the most recent one, five and ten-year periods (or since
contributions were first received in the Fund under the Separate Account, if
less than the full period). Standardized returns will reflect the reduction of
all recurring charges during each period (e.g., mortality and expense risk
charges, annual maintenance fees, administrative charge and any applicable
deferred sales charge). "Non-standardized returns" will be calculated in a
similar manner, except that non-standardized figures will not reflect the
deduction of any applicable deferred sales charge (which would decrease the
level of performance shown if reflected in these calculations). The
non-standardized figures may also include monthly, quarterly, year-to-date and
three-year periods and may include performance from the Fund's inception date.
    

      The Company may also advertise certain ratings, rankings or other
information related to the Company, the Subaccounts or the Funds. Further
details regarding performance reporting and advertising are described in the
Statement of Additional Information.

VOTING RIGHTS
      Each Contract Holder may direct us in the voting of shares at
shareholders' meetings of the appropriate Funds(s). The number of votes to which
each Contract Holder may give direction will be determined as of the record
date. The number of votes each Contract Holder is entitled to direct with
respect to a particular Fund during the Accumulation Period equals the portion
of the Account Values(s) of the Contract attributable to that Fund, divided by
the net asset value of one share of that Fund. During the Annuity Period, the
number of votes is equal to the valuation reserve for the portion of the
Contract attributable to that Fund, divided by the net asset value of one share
of that Fund. In determining the number of votes, fractional votes will be
recognized. Where the value of the Contract or valuation reserve relates to more
than one Fund, the calculation of votes will be performed separately for each
Fund.

      If you are a Certificate Holder under a group Contract, you have a fully
vested (100%) interest in the benefits provided to you under your Account.
Therefore, you may instruct the group Contract Holder how to direct the Company
to cast the votes for the portion or the value of valuation reserve attributable
to your Account. Votes attributable to those Certificate Holders who do not
instruct the group Contract Holder will be cast by the Company in the same
proportion as votes for which instructions have been received by the group
Contract Holder. Votes attributable to individual or group Contract Holders who
do not direct us will be cast by us in the same proportion as votes for which
directions we have received.

      You will receive a notice of each meeting of shareholders, together with
any proxy solicitation materials, and a statement of the number of votes
attributable to your Account.

MODIFICATION OF THE CONTRACT
      The Company may change the Contract as required by federal or state law.
In addition, the Company may, upon 30 days written notice to the Contract
Holder, make other changes to group Contracts that would apply only to
individuals who become Certificate Holders under that Contract after the
effective date of such changes. If the Contract Holder does not agree to a
change, the Company reserves the right to refuse to establish new Accounts under
the Contract. Certain changes will require the approval of appropriate state or
federal regulatory authorities.

TRANSFERS OF OWNERSHIP; ASSIGNMENT
      Assignments or transfers of ownership of a Qualified Contract generally
are not allowed except as permitted under the Code, incident to a divorce. The
prohibition does not apply to a Qualified Contract sold in conjunction with (1)
a Section 457 deferred compensation plan, or (2) a Section 401(a) plan where the
Contract is owned by a trustee. We will accept assignments or transfers of
ownership of a Nonqualified Contract or a Qualified Contract where assignments
or transfers of ownership are not prohibited, with proper notification. The date
of any such transfer will be the date we receive the notification at our Home
Office. (Refer to "Tax Status" for general tax information.) If you are
contemplating a transfer of ownership or assignment you should consult a tax
adviser due to the potential for tax liability.

      No assignment of a Contract will be binding on us unless made in writing
and sent to us at our Home Office. The Company will use reasonable procedures to


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                                       23
<PAGE>

confirm that the assignment is authentic, including verification of signature.
If the Company fails to follow its procedures, it would be liable for any
losses to you directly resulting from the failure. Otherwise, we are not
responsible for the validity of any assignment. The rights of the Certificate
Holder and the interest of the Annuitant and any Beneficiary will be subject to
the rights of any assignee of record.

INVOLUNTARY TERMINATIONS
      We reserve the right to terminate any Account with a value of $2,500 or
less immediately following a partial withdrawal (unless otherwise required by
State law). However, an Individual Retirement Annuity may only be closed out
when Purchase Payments have not been received for a 24-month period and the
paid-up annuity benefit at maturity would be less than $20 per month. If such
right is exercised, you will be given 90 days advance written notice. No
deferred sales charge will be deducted for involuntary terminations. The Company
does not intend to exercise this right in cases where the Account Value is
reduced to $2,500 or less solely due to investment performance.

LEGAL MATTERS AND PROCEEDINGS
      The Company knows of no material legal proceedings pending to which the
Separate Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus has
been passed upon by Counsel to the Company.

   
YEAR 2000
      As a healthcare and financial services enterprise, Aetna Inc. (referred to
collectively with its affiliates and subsidiaries as Aetna), is dependent on
computer systems and applications to conduct its business. Aetna has developed
and is currently executing a comprehensive risk-based plan designed to make its
computer systems, applications and facilities Year 2000 ready. The plan covers
four stages including (i) inventory, (ii) assessment, (iii) remediation and (iv)
testing and certification. At year end 1997, Aetna , including the Company, had
substantially completed the inventory and assessment stages. The remediation
process is currently underway and targeted for completion by December 31, 1998.
Testing and certification of these systems and applications are 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, including the Company, is initiating communication with its
critical external relationships to determine the extent to which Aetna may be
vulnerable to such parties' failure to resolve their own Year 2000 issues. Where
practicable Aetna and the Company will assess and attempt to mitigate their
risks with respect to the failure of these parties' to be Year 2000 ready. 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.
    


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                                       24
<PAGE>

                                 CONTENTS OF THE
                       STATEMENT OF ADDITIONAL INFORMATION
================================================================================

     The Statement of Additional Information contains more specific information
on the Separate Account and the Contract, as well as the financial statements
of the Separate Account and the Company. A list of the contents of the SAI is
set forth below:

         General Information and History
         Variable Annuity Account I
         Offering and Purchase of Contracts
         Performance Data
          General
          Average Annual Total Return Quotations
         Annuity Payments
         Sales Material and Advertising
         Independent Auditors
         Financial Statements of the Separate Account
         Financial Statements of the Company
          

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                                       25
<PAGE>

                                   APPENDIX A

                             AICA GUARANTEED ACCOUNT
================================================================================

     The AICA Guaranteed Account (the "Guaranteed Account") is a credited
interest option available during the Accumulation Period under the Contracts.
This Appendix is a summary of the Guaranteed Account and is not intended to
replace the Guaranteed Account prospectus. You should read the accompanying
Guaranteed Account prospectus carefully before investing.

     The Guaranteed Account is a credited interest option in which we guarantee
stipulated rates of interest for stated periods of time on amounts directed to
the Guaranteed Account. A guaranteed rate is credited for the full term. The
interest rate stipulated is an annual effective yield; that is, it reflects a
full year's interest. Interest is credited daily at a rate that will provide the
guaranteed annual effective yield for one year. Guaranteed interest rates will
never be less than an annual effective rate of 3%.

     During a deposit period, amounts may be applied to any of the available
guaranteed terms. A Guaranteed Term is the period of time specified by the
Company for which a specific Guaranteed Rate or Rates are offered on amounts
invested during a specific Deposit Period. Guaranteed Terms are made available
by the Company subject to the Company's terms and conditions. The Company may
offer more than one Guaranteed Term of the same duration and credit one with a
higher rate contingent upon use only with the Dollar Cost Averaging Program. If
amounts are applied to a Guaranteed Term which is credited with a higher rate
using dollar cost averaging and the dollar cost averaging is discontinued, the
amounts will be transferred to another Guaranteed Term of the same duration and
a market value adjustment ("MVA") will apply. The Company also reserves the
right to limit the number of Guaranteed Terms or the availability of certain
Guaranteed Terms. See the prospectus for the Guaranteed Account for further
details regarding Guaranteed Term. Purchase Payments received after the initial
payment will be allocated in the same proportions as the last allocation, if no
new allocation instructions are received with the Purchase Payment. If the same
guaranteed term(s) are not available, the next shortest term will be used. If no
shorter guaranteed term is available, the next longer guaranteed term will be
used.

     Except for transfers from an available Guaranteed Term subject to the
Company's terms and conditions in connection with the Dollar Cost Averaging
Program, withdrawals taken in connection with an Estate Conservation or
Systematic Withdrawal distribution option, and, if approved by your state,
withdrawals for minimum distributions required by the Code for which the
deferred sales charge is waived, withdrawals or transfers from a guaranteed term
before the guaranteed term matures may be subject to an MVA. An MVA reflects the
change in the value of the investment due to changes in interest rates since the
date of deposit. When interest rates increase after the date of deposit, the
value of the investment decreases, and the MVA is negative. Conversely, when
interest rates decrease after the date of deposit, the value of the investment
increases, and the MVA is positive. It is possible that a negative MVA could
result in the Certificate Holder receiving an amount which is less than the
amount paid into the Guaranteed Account.

     For partial withdrawals during the Accumulation Period, amounts to be
withdrawn from the Guaranteed Account will be withdrawn on a pro rata basis from
each group of deposits having the same length of time until the Maturity Date
("Guaranteed Term Group"). Within a Guaranteed Term Group, the amount will be
withdrawn first from the oldest Deposit Period, then from the next oldest, and
so on until the amount requested is satisfied.

     As a Guaranteed Term matures, assets accumulating under the Guaranteed
Account may be (a) transferred to a new Guaranteed Term, (b) transferred to
other available investment options, or (c) withdrawn. Amounts withdrawn may be
subject to a deferred sales charge. If no direction is received by the Company
at its Home Office by the maturity date of a guaranteed term, the amount from
the maturing guaranteed term will be transferred to the current deposit period
for a similar length guaranteed term. If the same guaranteed term is no longer
available the next shortest guaranteed term available in the current deposit
period will be used. If no shorter guaranteed term is available, the next longer
guaranteed term will be used.


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                                       26
<PAGE>

     If you do not provide instructions concerning the maturity value of a
maturing guaranteed term, the maturity value transfer provision applies. This
provision allows you to transfer without an MVA to available guaranteed terms of
the current deposit period or to other available investment options, or
surrender without an MVA (if applicable, a deferred sales charge is assessed on
the surrendered amount). The provision is available only during the calendar
month immediately following a guaranteed term maturity date and only applies to
the first transaction regardless of the amount involved in the transaction.

MORTALITY AND EXPENSE RISK CHARGES
     We make no deductions from the credited interest rate for mortality and
expense risks; these risks are considered in determining the credited rate.

TRANSFERS
     Amounts applied to a guaranteed term during a deposit period may not be
transferred to any other funding option or to another guaranteed term during
that deposit period or for 90 days after the close of that deposit period. This
does not apply to (1) amounts transferred on the Maturity Date or under the
maturity value transfer provision; (2) amounts transferred from the Guaranteed
Account before the Maturity Date due to the election of an Annuity Option; (3)
amounts distributed under the Estate Conservation or Systematic Withdrawal
Options; and (4) amounts transferred from an available Guaranteed Term in
connection with the Dollar Cost Averaging Program. However, if the Certificate
Holder discontinues the Dollar Cost Averaging Program and the amounts in it are
transferred in accordance with the Company's terms and conditions governing
Guaranteed Terms, an MVA will apply. Transfers after the 90-day period are
permitted from guaranteed term(s) to other guaranteed term(s) available during a
deposit period or to other available investment options. Except for transactions
described in items (1), (3) and (4) above, amounts withdrawn or transferred from
the Guaranteed Account prior to the maturity date will be subject to an MVA.
However, only a positive aggregate MVA will be applied to transfers made due to
annuitization under one of the lifetime Annuity Options described in item (2)
above.

     The Company reserves the right to limit the number of investment options
selected during the Accumulation Period. At this time there is no limit on the
number of options selected during the Accumulation Period, but the number of
investment options that may be selected at any one time by a Certificate Holder
presently is limited to 18. Under the Guaranteed Account, each guaranteed term
is counted as one funding option. If a guaranteed term matures, and is renewed
for the same term, it will not count as an additional investment option.

     Transfers of the Guaranteed Account values on or within one calendar month
of a term's maturity date are not counted as one of the 12 free transfers of
accumulated values in the Account.

     By notifying us at least 30 days prior to the Annuity Date, you may elect a
variable annuity and have amounts that have been accumulating under the
Guaranteed Account transferred to one or more of the Subaccounts available
during the Annuity Period. The Guaranteed Account cannot be used as an
investment option during the Annuity Period. Transfers made due to the election
of a lifetime Annuity Option will be subject to only a positive aggregate MVA.

DEATH BENEFIT
     Full and partial withdrawals and transfers made from the Guaranteed
Account within six months after the date of the Annuitant's death will be the
greater of:

(1) the aggregate MVA amount (i.e., the sum of all market value adjusted
    amounts calculated due to a withdrawal of amounts) which may be greater or
    less than the Account Value of those amounts; or

(2) the applicable portion of the Account Value attributable to the Guaranteed
    Account.

     After the six-month period, the surrender or transfer amount will be
adjusted for the aggregate MVA amount, which may be greater or less than the
Account Value of those amounts.


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                                       27
<PAGE>

DISTRIBUTION
       Aetna Life Insurance and Annuity Company ("ALIAC") is the principal
underwriter of the Contract. ALIAC is registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 as a broker-
dealer, and is a member of the National Association of Securities Dealers, Inc.

     From time to time, ALIAC may offer customers of certain broker-dealers
   special guaranteed rates in connection with the Guaranteed Account offered
through the Contracts, and may negotiate different commissions for these
broker-dealers.


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                                       28
<PAGE>

   
                                   APPENDIX B

                                  FIXED ACCOUNT
================================================================================

     The Fixed Account is an investment option available during the Accumulation
Period under Contracts offered in certain states. 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 in effect
when actually applied to the Fixed Account 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 "Investment Options.")

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 amounts in the
Fixed Account will be transferred into the Aetna Money Market VP Subaccount
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 been accumulated under the Fixed Account transferred to one or more of the
investment options available during the Annuity Period to provide variable
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 allow provided
by federal law.
    


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                                       29
<PAGE>

   
                                   APPENDIX C

                         DESCRIPTION OF UNDERLYING FUNDS
================================================================================

     The investment results of the Funds described below are likely to differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.

     Aetna Balanced VP, Inc. (formerly Aetna Investment Advisers Fund, Inc.)

     Investment Objective
     Seeks to maximize investment return, consistent with reasonable safety of
principal by investing in a diversified portfolio of one or more of the
following asset classes: stocks, bonds, and cash equivalents, based on the
investment adviser's judgment of which of those sectors or mix thereof offers
the best investment prospects.

     Policies
     Assets are allocated among common and preferred stocks, bonds, U.S.
Government securities and derivatives, and money market instruments. The Fund
may also invest in when-issued or delayed-delivery securities. The Fund
generally will maintain at least 25 percent of its total assets in fixed income
securities.

     Risks
     There can be no assurance that the investment adviser will always allocate
assets to the best performing sectors. The Fund's performance would suffer if a
major proportion of its assets were allocated to stocks in a declining market
or, similarly, if a major portion of its assets were allocated to bonds in a
time of adverse interest rate movement. High -yield bonds involve additional
investment risk. Foreign securities may involve certain additional risks. Such
risks include: currency fluctuations and related currency conversion costs; less
liquidity; price or income volatility; less government supervision and
regulation of foreign stock exchanges, brokers and listed companies; adverse
foreign political and economic developments; different accounting procedures and
auditing standards; and less publicly available information about foreign
issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

                     Aetna Income Shares d/b/a Aetna Bond VP

     Investment Objective
     Seeks to maximize total return, consistent with reasonable risk, through
investments in a diversified portfolio consisting primarily of debt securities.
 

     Policies
     The Fund will invest at least 65 percent of its total assets in debt
securities. It is anticipated that the portfolio's effective average maturity
will normally be between three and ten years. The Fund will normally invest at
least 70 percent of its assets in one or more of the following: a) debt
securities or obligations that are rated at the time of purchase within the four
highest categories assigned by Moody's Investors Service, Inc., Standard &
Poor's Corporation, or other rating agencies, or, if not rated, that are
considered by the investment adviser to be of comparable quality; b) securities
of, or guaranteed by, the U.S. Government, its agencies or instrumentalities; c)
marketable securities or obligations of, or guaranteed by, foreign governments;
d) commercial paper and other short-term investments having a maturity of less
than one year that are considered by the investment adviser to be investment
grade; and, e) cash or cash equivalents. May invest up to 30 percent of its
total assets in high-yield bonds. May invest up to 25 percent of its total
assets in foreign debt and/or equity securities.
    


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<PAGE>

   
     Risks
     The value of debt securities may be affected by changes in general interest
rates. High-yield bonds tend to offer higher yields than investment-grade bonds,
but additional risks are associated with them. Foreign securities may involve
certain additional risks. Such risks include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign political and economic developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

              Aetna Variable Fund d/b/a Aetna Growth and Income VP

     Investment Objective
     Seeks to maximize total return through investments in a diversified
portfolio of common stocks and securities convertible into common stock. It is
anticipated that capital appreciation and investment income will both be major
factors in achieving total return.

     Policies
     The Fund will invest principally in common stocks and securities
convertible into common stock that the investment adviser believes have
significant potential for capital appreciation and/or investment income. May
invest up to 25 percent of its total assets in foreign equity securities. The
Fund may invest in nonconvertible preferred stocks, debt securities, rights and
warrants; the Fund may maintain a reserve of cash and high-grade, short-term
debt securities and the Fund may purchase securities on a when-issued or
delayed-delivery basis.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Foreign
securities may involve certain additional risks. Such risks include: currency
fluctuations and related currency conversion costs; less liquidity; price or
income volatility; less government supervision and regulation of foreign stock
exchanges, brokers and listed companies; adverse foreign political and economic
developments; different accounting procedures and auditing standards; and less
publicly available information about foreign issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

             Aetna Variable Encore Fund d/b/a Aetna Money Market VP

     Investment Objective
     Seeks to provide high current return, consistent with preservation of
capital and liquidity, through investment in high-quality money market
instruments.

     Policies
     The Fund will Invest primarily in: a) money market instruments that have a
maturity at the time of purchase, of 397 days or less (762 days or less for U.S.
government securities), and b) debt securities with a longer maturity, if the
Fund has the absolute right to sell such securities back to the issuer for at
least the face amount of the debt obligation within 397 days after the date of
purchase. At least 95 percent of total Fund assets are invested in high- quality
securities (those receiving the highest credit rating by any two rating agencies
or one if only one agency has rated the security). May invest up to 25 percent
of its total assets in foreign securities.

     Risks
     Yield will fluctuate with interest rates. The Fund is neither insured nor
guaranteed by the U.S. government. Foreign securities may involve certain
additional risks. Such risks include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign political and economic developments;
different accounting procedures and auditing standards; and less publicly
available information about foreign issuers.
    


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                                       31
<PAGE>

   
   An investment in the Fund is neither insured nor guaranteed by the U.S.
      Government.

     Investment Adviser: Aeltus Investment Management, Inc.

     Aetna Generation Portfolios, Inc.--Aetna Ascent VP (formerly Aetna Ascent
Variable Portfolio)

     Investment Objective
     Seeks to provide capital appreciation. The Portfolio is designed for
investors who have an investment horizon exceeding 15 years and who have a high
level of risk tolerance.

     Policies
     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

   [bullet] Equity securities are chosen on the basis of their potential for
            capital appreciation.

   [bullet] Fixed income securities may include obligations of the U.S. and
            foreign governments as well as obligations of corporations and
            high-yield bonds.

   [bullet] Money market investments are high quality and present minimal
            credit risk.

     The benchmark portfolio is 80 percent equities and 20 percent fixed income
under neutral market conditions.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the company, while debt securities may be affected by changes in
general interest rates and in the creditworthiness of the issuer. High-yield
bonds have additional credit risks, including lack of liquidity, greater
likelihood of default and increased sensitivity to difficult economic and
corporate developments.

     Foreign securities involve currency and other special risks not present in
domestic securities. Real estate securities may be subject to the same risks
associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

     Aetna Generation Portfolios, Inc.--Aetna Crossroads VP (formerly Aetna
Crossroads Variable Portfolio)

     Investment Objective
     Seeks to provide total return (i.e., income and capital appreciation, both
realized and unrealized). The Portfolio is designed for investors who have an
investment horizon exceeding ten years and who have a moderate level of risk
tolerance.

     Policies
     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

   [bullet] Equity securities are chosen on the basis of their potential for
            capital appreciation.

   [bullet] Fixed income securities may include obligations of the U.S. and
            foreign governments as well as obligations of corporations and
            high-yield bonds.

   [bullet] Money market investments are high quality and present minimal
            credit risk.

     The benchmark portfolio is 60 percent equities and 40 percent fixed income
under neutral market conditions.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the company; debt securities may be affected by changes in general
interest rates and in the creditworthiness of the issuer. High-yield bonds have
    


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<PAGE>

   
additional credit risks. International securities involve currency and other
special risks not present in domestic securities. Real estate securities may be
subject to the same risks associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

     Aetna Generation Portfolios, Inc.--Aetna Legacy VP (formerly Aetna Legacy
Variable Portfolio)

     Investment Objective
     Seeks to provide total return consistent with preservation of capital. The
Portfolio is designed for investors who have an investment horizon exceeding
five years and who have a low level of risk tolerance.

     Policies
     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

   [bullet] Equity securities are chosen on the basis of their potential for
            capital appreciation.

   [bullet] Fixed income securities may include obligations of the U.S. and
            foreign governments as well as obligations of corporations and
            high-yield bonds.

   [bullet] Money market investments are high-quality and present minimal
            credit risk.

     The benchmark portfolio is 40 percent equities and 60 percent fixed income
under neutral market conditions.

     Risks
     Equity securities are subject to a decline in the stock market or value of
the issuer; debt securities may be affected by changes in general interest
rates and creditworthiness of the issuer. High-yield bonds have additional
credit risks. International securities involve currency and other special risks
not present in domestic securities. Real estate securities may be subject to
the same risks associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

     Aetna Variable Portfolios, Inc.--Aetna Growth VP (formerly Aetna Variable
Growth Portfolio)

     Investment Objective
     Seeks growth of capital through investment in a diversified portfolio of
common stocks and securities convertible into common stocks believed to offer
growth potential.

     Policies
     Normally invests at least 65 percent of its total assets in common stocks
that have significant potential for capital growth. May also invest in
convertible and nonconvertible preferred stocks. May buy and sell put and call
options, and stock index futures and options. May enter into repurchase
agreements and invest up to 25 percent of its total assets in foreign
securities. Will not invest more than 15 percent of the total value of its
assets in high-yield bonds.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the company and preferred stocks have price risk and some interest
rate and credit risk. Foreign investing involves certain additional risks not
present in U.S. securities. Such risks may include: currency fluctuations and
related currency conversion costs: less liquidity; price or income volatility;
less government supervision and regulation of foreign stock exchanges, brokers
and listed companies; adverse foreign political and economic developments;
different accounting procedures and auditing standards; and less publicly
available information about foreign issuers. High-yield bonds may provide a
higher return, but have added risk. Derivatives may experience greater price
swings and may be less liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.
    


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<PAGE>

   
     Aetna Variable Portfolios, Inc.--Aetna Index Plus Large Cap VP (formerly
Aetna Variable Index Plus Portfolio)

     Investment Objective
     Seeks to outperform the total return performance of publicly traded common
stocks represented in the Standard & Poor's 500 Composite Stock Price Index
(S&P 500).

     Policies
     The Portfolio attempts to be fully invested in common stocks and normally
invests at least 90 percent of its assets in certain common stocks represented
in the S&P 500. Portfolio managers will attempt to outperform the S&P 500 by
creating a portfolio that has similar market risk characteristics to the S&P
500, but will use a disciplined quantitative analysis to identify those stocks
having the greatest likelihood of either outperforming or underperforming the
market.

     Risks
     Because the Portfolio invests in common stocks, it is subject to the
possibility that common stock prices will decline over short or even extended
periods. The U.S. stock market tends to be cyclical, with periods when stock
prices generally rise and periods when prices generally decline. There is no
assurance that the Portfolio's objectives will be met.

     Investment Adviser: Aeltus Investment Management, Inc.

             Aetna Variable Portfolios, Inc.--Aetna International VP

     Investment objective
     Seeks long-term capital growth primarily though investment in a
diversified portfolio of common stocks principally traded in countries outside
of the United States. The Portfolio will not target any given level of current
income.

     Policies
     Invests at least 65 percent of its total assets among securities
principally traded in three or more countries outside of North America. The
Portfolio will invest primarily in equity securities, including securities
convertible into stocks. The Portfolio will invest in a broad spectrum of
companies and industries. Further, from time to time, the Portfolio may hold up
to 10 percent of its total assets in long-term debt securities with an S&P or
Moody's rating of AA/Aa or above, or, if unrated, are considered by the
investment adviser to be of comparable quality. Additionally, the Portfolio may
invest in options, futures, enter into repurchase agreements and engage in
currency hedging.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the company. Investments in foreign securities involve certain
additional risks. Such risks may include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign economic and political developments;
different accounting procedures and auditing standards; and less publicly
available information about foreign issuers. Derivatives may experience greater
price swings and may be less liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.

        Aetna Variable Portfolios, Inc.--Aetna Real Estate Securities VP

     Investment Objective
     Seeks maximum total return primarily through investment in a diversified
portfolio of equity securities issued by real estate companies, the majority of
which are real estate investment trusts (REITs).
    


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                                       34
<PAGE>

   
     Policies
     Normally invests at least 65 percent of total assets in income-producing
equity securities of publicly-traded companies "principally engaged" in the real
estate industry, including those companies that, at the time of purchase, derive
a significant proportion (at least 50 percent) of their revenues or profits from
real estate operations or related services. The Portfolio may invest in
convertible securities and preferred stock. Additionally, the Portfolio may
invest in options and futures, enter into repurchase agreements, and invest up
to 25 percent of its total assets in foreign securities. The Portfolio will not
invest more than 15 percent of the total value of its assets in high-yield
bonds.

     Risks
     There are a number of risk factors to be considered when investing in Real
Estate Securities VP. Derivatives may experience greater price swings than other
securities and may be less liquid than other securities. Risks involved in
futures contracts include, but are not limited to: transactions to close out
futures contracts may not be able to be effected at favorable prices; possible
reduction in a fund's total return and yield; possible reduction the value of
the futures instrument, and potential losses in excess of the amount invested in
the futures contracts themselves. Writing call options involves the risk of not
being able to effect closing transactions at favorable prices or to participate
in the appreciation of the underlying securities. Purchasing put options
involves the risk of losing the entire purchase price of the option. High-yield
bonds have additional risks associated with them, including but not limited to:
lack of liquidity; an unpredictable secondary market and a higher risk of
default. Special consideration to an investment in real estate include those
risks associated with the direct ownership of real estate: declines in the value
of real estate, risks related to general and local economic conditions,
over-building and increased competition, increases in property taxes and
operating expenses, changes in zoning laws and other risks particular to this
market. The value of securities of companies which service the real estate
industry may also be affected by such risks.

     Investment Adviser: Aeltus Investment Management, Inc.

     Aetna Variable Portfolios, Inc.--Aetna Small Company VP (formerly Aetna
Variable Small Company Portfolio)

     Investment Objective
     Seeks growth of capital primarily through investment in a diversified
portfolio of common stocks and securities convertible into common stocks of
companies with smaller market capitalizations.

     Policies
     Normally invests at least 65 percent of its total assets in the common
stock of companies with equity market capitalizations at the time of purchase of
$1 billion or less. May also invest in convertible and nonconvertible preferred
stock. The securities of small capitalization companies may be in an early
developmental stage or older companies entering a new stage of growth due to
management changes, new technology, products, or markets. Such companies may
also be undervalued due to poor economic conditions, market decline, or actual
or unanticipated unfavorable developments affecting the companies. May invest in
lower-risk derivatives for hedging and other investment purposes.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the company. Although securities of small capitalization companies tend
to offer greater potential for growth than securities of larger, more
established issuers, there are additional risks associated with them. These
include: limited marketability, more abrupt or erratic market movements than
securities of larger capitalization companies, and less publicly available
information about the issuer. These companies may also be dependent on
relatively few products or services, have limited financial resources and lack
of management depth, and may have less of a track record or historical pattern
of performance. Derivatives may experience greater price swings and may be less
liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.
    

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                                       35
<PAGE>

   
          Aetna Variable Portfolios, Inc.--Aetna Value Opportunity VP
            (formerly Aetna Variable Capital Appreciation Portfolio)

     Investment Objective
     Seeks growth of capital primarily through investment in a diversified
portfolio of common stocks and securities convertible into common stock.

     Policies
     Normally invests at least 65 percent of its net assets in common stocks.
May also invest in convertible and non-convertible preferred stocks. The
Portfolio will use a value oriented approach to stock selection. The Portfolio
may invest up to 25 percent of its total assets in foreign securities, buy and
sell put and call options on stock indices and on individual stocks, purchase
futures contracts, options contracts, engage in currency hedging and purchase
securities on a "when-issued," delayed-delivery or forward-commitment basis.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the issuer, and preferred stocks have price risk and some interest
rate and credit risk. The value of debt securities may be affected by changes
in general interest rates and in the creditworthiness of the issuer.
Investments in securities of foreign issuers or securities denominated in
foreign currencies involve risks not present in domestic markets. Such risks
include: currency fluctuations and related currency conversion costs; less
liquidity; price or income volatility; less government supervision and
regulation of foreign stock exchanges, brokers and listed companies; adverse
foreign political and economic developments; different accounting procedures
and auditing standards; and less publicly available information about foreign
issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

        Calvert Social Balanced Portfolio (formerly Calvert Responsibly
                          Invested Balanced Portfolio)

     Investment Objective
     Seeks to achieve a total return above the rate of inflation through an
actively managed, nondiversified portfolio of common and preferred stocks,
bonds and money market instruments which offer income and capital growth
opportunity and which satisfy the social criteria established for the
Portfolio.

     Policies
     The Portfolio may purchase both common and preferred stocks. Although
there is no predetermined percentage of assets allocated to stocks, bonds, or
money market instruments, the Portfolio will invest a least 25 percent of its
assets in senior fixed income securities. The Portfolio normally invests in
investment-grade bonds rated in one of the four highest rating categories by
Standard & Poor's Corporation or by Moody's Investors Service, Inc. or, if not
rated, that are determined by the Portfolio's investment adviser to be of
comparable quality. The Portfolio may invest up to 10 percent of its assets in
foreign securities.

     Risks
     Since the Portfolio is nondiversified, the value of the shares may be more
susceptible to any single economic, political, or regulatory event than the
shares of a diversified portfolio. Fixed income investments are subject to
interest rate risk. There are also risks involved in investing in foreign
securities. These include currency risks, less publicly available information
about foreign companies, different audit and financial reporting standards, and
less government supervision and regulation.

     Investment Adviser: Calvert Asset Management Company, Inc.
    


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<PAGE>

   
 Fidelity Investments Variable Insurance Products Fund--Equity-Income Portfolio

     Investment Objective
     Seeks reasonable income by investing primarily in income-producing equity
securities. Also considers the potential for capital appreciation.

     Policies
     Seeks to achieve a yield that will beat that of the Standard & Poor's (S&P)
500 Index. The Portfolio normally invests at least 65 percent of its total
assets in income-producing equity securities. The Portfolio has the flexibility,
however, to invest the balance in all types of domestic and foreign securities,
including bonds. Portfolio managers do not expect to invest in debt securities
of companies that do not have proven earnings or credit.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. The value of
bonds fluctuates based on changes in interest rates and in the credit quality of
the issuer. Foreign securities, foreign currencies and securities issued by U.S.
entities with substantial foreign operations may involve additional risks. These
include political or economic risks, fluctuations in foreign currencies
withholding or other taxes, operational risks, increased regulatory burdens, and
less stringent investor protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

     Fidelity Investments Variable Insurance Products Fund--Growth Portfolio

     Investment Objective
     Seeks capital appreciation by investing in common stock, although its
investments are not restricted to any one type of security.

     Policies
     The Portfolio may, however, pursue growth in larger companies that hold a
strong position in the market or industry. These may be found in mature or
declining industries. Companies that have strong growth potential often have new
products, technologies, distribution channels, or other opportunities.
Generally, these domestic and foreign companies tend to be small- and mid-sized
companies that have higher than average price/earnings (P/E) ratios. A high P/E
ratio means that the stock is more expensive than average relative to the
company's earnings. May not invest more than 50 percent of its assets in foreign
securities.

     Risks
     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. The market
prices of stocks with high P/E ratios may be particularly sensitive to economic
market or company news. Foreign securities, foreign currencies, and securities
issued by U.S. entities with substantial foreign operations may involve
additional risks. These include political or economic risks, fluctuations in
foreign currencies, withholding or other taxes, operational risks, increased
regulatory burdens, and less stringent investor protection and disclosure
standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

  Fidelity Investments Variable Insurance Products Fund--High Income Portfolio

     Investment Objective
     Seeks to obtain a high level of current income by investing primarily in
high-yielding, lower-rated, fixed income securities, while also considering
growth of capital.
    


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                                       37
<PAGE>

   
     Policies
     Invests primarily in all types of income-producing debt securities,
preferred stocks, and convertible securities. The Portfolio normally invests at
least 65 percent of its assets in these securities. If consistent with its
investment objectives, the Portfolio may also invest in common stocks, other
equity securities, and debt securities that are not currently paying interest
but that are expected to do so in the future. The Portfolio manager focuses on
assembling a portfolio of income-producing securities that it believes will
provide the best tradeoff between risk and return within the range of securities
that are eligible investments for the Portfolio. The Portfolio may invest up to
50 percent of its total assets in foreign securities.

     Risks
     Yield and share price change daily and are based on changes in interest
rates, market conditions, other economic and political news, and on the quality
and maturity of the Portfolio's investments. Lower quality debt securities (also
known as "junk bonds") are considered to have speculative characteristics and
involve greater risk of default or price changes. Foreign securities, foreign
currencies and securities issued by U.S. entities with substantial foreign
operations may involve additional risks. These include political or economic
risks, fluctuations in foreign currencies, withholding or other taxes,
operational risks, increased regulatory burdens, and less stringent investor
protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

    Fidelity Investments Variable Insurance Products Fund--Overseas Portfolio

   Investment Objective
     Seeks long-term growth by investing mainly in foreign securities.

     Policies
     Normally invests at least 65 percent of the Portfolio's total assets in
securities of issuers whose principal activities are located outside the United
States. Expects to invest a majority of its assets in equity securities, but may
also invest in debt securities of any quality. Invests in securities of both
developed and emerging markets. May invest in the securities of any issuer,
including companies and other business organizations as well as governments and
government agencies. Will tend to focus on the equity securities of both large
and small companies. May invest in short-term debt securities and money market
instruments for cash management purposes. When allocating the Portfolio's
investments among countries and regions, the Portfolio managers consider the
size of the market in each country and region relative to the size of the
international market as a whole. May not invest more than 25 percent of its
total assets in any one industry.

     Risks
     Stock values fluctuate in response to the activities of individual
companies, and general market and economic conditions. International funds have
increased economic and political risks because they are exposed to events and
factors in the various world markets, especially in emerging markets. In
addition, changes in the value of foreign currencies can significantly affect
the Portfolio's share price. The Portfolio seeks to reduce investment risk by
diversifying its holdings among many companies and industries.

     Investment Adviser: Fidelity Management & Research Company

                Fidelity Investments Variable Insurance Products
                        Fund II--Asset Manager Portfolio

     Investment Objective
     Seeks high total return with reduced risk over the long term by allocating
its assets among domestic and foreign stocks, bonds and short-term money market
instruments.
    


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                                       38
<PAGE>

   
     Policies
     Invests in a diverse range of stocks, bonds, short-term, and money market
instruments, issued in the United States and abroad. The stock class includes
equity securities of all types. The bond class includes all varieties of fixed
income instruments with maturities of more than three years. The short-term
instruments class includes all types of short-term instruments with remaining
maturities of three years or less. The Portfolio has a neutral mix which
represents the way investments generally will be allocated over the long term.
This mix will vary over short-term periods--within defined ranges--based on the
current outlook for the different markets. May invest up to 50 percent of its
total assets in foreign securities.

     Risks
     The Portfolio seeks to reduce its overall risk by diversifying among
different types of investments, but aggressively invests in a wide variety of
security types, including stocks and bonds issued in developed and developing
countries. Stock values fluctuate in response to the activities of individual
companies and general market and economic conditions. The value of bonds and
short-term instruments fluctuates based on changes in interest rates and in the
credit quality of the issuer. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks.

     Investment Adviser: Fidelity Management & Research Company

 Fidelity Investments Variable Insurance Products Fund II--Contrafund Portfolio

     Investment Objective
     Seeks maximum total return over the long term by investing mainly in
securities of companies whose value the investment adviser believes is not
fully recognized by the public.

     Policies
     Usually invests in common stock and securities convertible into common
stock, but may invest in any type of security that may produce capital
appreciation. Seeks companies that are: 1) unpopular, but that may improve due
to developments such as a change in management, a new product line, or an
improved balance sheet; or 2) recently popular, but temporarily out of favor
due to short-term or one-time factors; or, undervalued compared to other
companies in the same industry. May not invest more than 25 percent of its
total assets in any one industry.

     Risks
     Stock values may fluctuate in response to the activities of an individual
company or general market and economic conditions. The Portfolio's strategy can
lead to investments in small- and medium-sized companies, which carry more risk
than larger ones. Generally, such companies rely on limited product lines and
markets, financial resources or other factors. This may make them more
susceptible to downturns. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks. These include political or economic risks,
fluctuations in foreign currencies, withholding or other taxes, operational
risks, increased regulatory burdens, and less stringent investor protection and
disclosure standards of foreign markets. Seeks to manage risk by diversifying
its holdings among many companies and industries.

     Investment Adviser: Fidelity Management & Research Company

  Fidelity Investments Variable Insurance Products Fund II--Index 500 Portfolio

     Investment Objective
     Seeks to provide investment results that correspond to the total return of
common stocks publicly traded in the United States by duplicating the
composition and total return of the Standard & Poor's Composite Index of 500
Stocks (S&P 500).
    


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                                       39
<PAGE>

   
     Policies
     Normally invests at least 80 percent (65 percent if Portfolio assets are
below $20 million) of the Portfolio's assets in equity securities of companies
that comprise the S&P 500. In seeking a 98 percent or better long-term
correlation of the Portfolio's total return to that of the S&P 500, The
investment adviser employs a "passive" or "indexing" approach and tries to
allocate its assets similarly to those of the index. The Portfolio's composition
may not always be identical to that of the index. If extraordinary circumstances
warrant, the investment adviser may exclude a stock held in the S&P 500 and
include a similar stock in its place if doing so will help the Portfolio achieve
its objective. The investment adviser monitors the correlation between the
performance of the Portfolio and the S&P 500 on a regular basis. Although the
Portfolio focuses on common stocks, it may invest in other equity securities and
other types of instruments. The Portfolio may invest up to 50 percent of its
assets in foreign securities.

     Risks
     Stock values fluctuate in response to the activities of individual
companies, and general market and economic conditions. Foreign securities,
foreign currencies, and securities issued by U.S. entities with substantial
foreign operations may involve additional risks and considerations. These
include risks related to political or economic conditions in foreign countries,
fluctuations in foreign debt currencies, withholding or other taxes, operational
risks, increased regulatory burdens, and potentially less stringent investor
protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company; Subadviser:
Bankers Trust Company

                Janus Aspen Series--Aggressive Growth Portfolio

   Investment Objective
     Seeks long-term growth of capital.

     Policies
     A nondiversified portfolio that invests primarily in common stocks of
foreign and domestic companies selected for their growth potential. Normally
invests at least 50 percent of its equity assets in securities issued by
medium-sized companies--those whose market capitalizations fall within the range
of companies in the Standard and Poor's (S&P) Mid Cap 400 Index. May invest, to
a lesser degree, in other types of securities including preferred stocks,
warrants, convertible securities, and debt securities. May invest up to 35
percent of its net assets in high-yield/high-risk debt securities ("junk
bonds"). May at times hold substantial positions in cash equivalents or
interest-bearing securities.

     Risks
     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Smaller or newer issuers are
more likely to realize more substantial growth as well as suffer more
significant losses than larger or more established issuers. Investments in such
companies can be both more volatile and more speculative. Investments in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These risks include currency,
political, economic, regulatory, and market risk factors. High-yield/high-risk
securities are generally more dependent on the ability of the issuer to meet
interest and principal payments (i.e., credit risk). Issuers of high-yield
securities may not be as strong financially as those issuing bonds with higher
credit ratings. They are more vulnerable to real or perceived economic changes,
political changes or other adverse developments.

     Investment Adviser: Janus Capital Corporation

                     Janus Aspen Series--Balanced Portfolio

   Investment Objective
   Seeks long-term capital growth, consistent with preservation of capital and
   balanced by current income.
    

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                                       40
<PAGE>

   
     Policies
     Normally invests 40-60 percent of its assets in securities selected
primarily for their growth potential and 40-60 percent of its assets in
securities selected primarily for their income potential. Invests in common
stocks of domestic and foreign companies. May invest to a lesser degree in other
types of securities including preferred stocks, warrants, convertible
securities, and debt securities when the portfolio manager perceives an
opportunity for capital growth. Assets may shift between the growth and income
components of the Portfolio based on the portfolio manager's analysis of
relevant market financial and economic conditions. The portfolio manager
generally takes a "bottom up" approach to building the Portfolio, seeking to
identify individual companies with earnings growth potential that may not be
recognized by the market at large.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investments
in foreign securities, including those of foreign governments, involve greater
risks than investing in comparable domestic securities. These risks include
currency, political, economic, regulatory and market risk factors. Risk is
reduced through diversification.

     Investment Adviser: Janus Capital Corporation

                  Janus Aspen Series--Flexible Income Portfolio

   Investment Objective
     Seeks to obtain maximum total return, consistent with the preservation of
capital.

     Policies
     The Portfolio invests at least 80 percent of its assets in income-producing
securities which may include: corporate bonds and notes, preferred stock,
income-producing common stocks, debt securities convertible or exchangeable into
equity securities, and debt securities with the right to acquire equity
securities as evidenced by warrants attached to or acquired with the securities.
May invest to a lesser degree in common stocks, other equity securities, or debt
securities not currently paying dividends or interest. May purchase securities
of any maturity and quality. Average maturity and quality of its portfolio may
vary substantially. May invest without limit in foreign securities, including
those of corporate and government issuers, as well as in high-yield/high-risk
securities. May have substantial holdings of such securities, as well as in
high-yield/high-risk securities (or "junk bonds") which are debt securities
rated below investment grade by the primary rating agencies such as Standard &
Poor's and Moody's.

     Risks
     Foreign investing involves risks that are different in some respects from
investments in securities of U.S. issuers including: economic/political
volatility; less government regulation and supervision of foreign stock
exchanges, brokers and listed companies; and price, interest rate and currency
risk. The value of lower-quality securities generally depends more on the
ability of the issuer to meet interest and principal payments than is true for
higher-quality securities. Issuers of high-yield securities are more vulnerable
to real or perceived economic and political changes or adverse developments
specific to the issuer. In the event of a default, the Portfolio would
experience a reduction of its income and a decline in the market value of the
defaulted securities.

     Investment Adviser: Janus Capital Corporation

                      Janus Aspen Series--Growth Portfolio

   Investment Objective
     Seeks long-term growth of capital in a manner consistent with the
preservation of capital.

     Policies
     Invests in common stocks of companies of any size, although it generally
invests in larger, more established issuers. Invests primarily in stocks of
domestic and foreign companies selected for their growth potential. May at times
hold substantial positions in cash equivalents or interest bearing securities.
May invest to a lesser degree in other
    


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                                       41
<PAGE>

   
types of securities including preferred stocks, warrants, convertible
securities, and debt securities when its portfolio manager perceives an
opportunity for capital growth. Using a "bottom up" approach to building the
Portfolio, the portfolio manager seeks to identify individual companies with
earnings growth potential that may not be recognized by the market at large.
Securities are generally selected without regard to any defined industry
sector. Securities are selected solely for their capital growth potential;
investment income is not a consideration.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Smaller or newer issuers are
more likely to realize more substantial growth as well as suffer more
significant losses than larger or more established issuers. Investments in such
companies can be both more volatile and more speculative. Investments in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These risks include currency,
political, economic, regulatory and market risk factors. Risk is reduced through
diversification.

     Investment Adviser: Janus Capital Corporation

                 Janus Aspen Series--Worldwide Growth Portfolio

   Investment Objective
     Seeks long-term growth of capital in a manner consistent with the
preservation of capital.

     Policies
     A diversified portfolio that invests primarily in common stocks of foreign
and domestic issuers. Invests worldwide in companies and organizations of any
size, regardless of country of organization or place of principal business
activity. Normally invests in issuers from at least five different countries,
including the United States. May at times invest in fewer than five countries or
even in a single country. May hold substantial positions in cash equivalents or
interest-bearing securities. May invest to a lesser degree in other types of
securities, including preferred stocks, warrants, convertible securities, and
debt securities, when the portfolio manager perceives an opportunity for growth.
May invest up to 35 percent of net assets in high-yield/high-risk securities
(also called "junk bonds"). May invest without limit in foreign equity and debt
securities.

     Risks
     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investment in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These include currency, political,
economic, regulatory and market risk factors. High-yield/high-risk securities
are generally more dependent on the ability of the issuer to meet interest and
principal payments (i.e., credit risk). Issuers of high-yield securities may not
be as strong financially as those issuing bonds with higher credit ratings. They
are more vulnerable to real or perceived economic changes, political changes or
other adverse developments.

     Investment Adviser: Janus Capital Corporation

                             MFS Total Return Series

     Investment Objective
     Seeks to provide above average income (compared to a portfolio invested
entirely in equity securities) consistent with the prudent employment of
capital. Its secondary objective is to provide a reasonable opportunity for
growth of capital and income.
    


- --------------------------------------------------------------------------------
                                       42
<PAGE>

   
     Policies
     Under normal market conditions, at least 25 percent of the Series' assets
will be invested in fixed income securities, and at least 40 percent (but no
more than 75 percent) of the Series' assets will be invested in equity
securities. The Series invests in a broad list of securities, including
short-term obligations. The list may be diversified not only by companies and
industries, but also by type of security. May vary the percentage of assets
invested in any one type of security depending on the Adviser's interpretation
of economic and money market conditions, fiscal and monetary policy, and
underlying security values. The Series debt investment may consist of both
investment grade securities and securities that are lower rated or unrated
categories (commonly known as "junk bonds"). May hold up to 20 percent of its
assets in foreign securities (including emerging market securities and Brady
Bonds) which are not traded on a U.S. exchange.

     Risks
     Investing in the securities of foreign issuers generally involves risks not
ordinarily associated with investing in securities of domestic issuers. These
include changes in currency rates, exchange control regulations, governmental
administration or economic or monetary policy (in the U.S. or abroad), or
circumstances in dealing between nations. Other considerations include limited
information about foreign issuers, higher brokerage costs, different accounting
standards, and thinner trading markets.

     Investment Adviser: Massachusetts Financial Services Company ("MFS")

                          MFS World Governments Series

   Investment Objective
     Seeks not only preservation but also growth of capital, together with
moderate current income.

     Policies
     The Series seeks to achieve its investment objective through a
professionally managed, internationally diversified portfolio consisting
primarily in debt securities and, to a lesser extent, equity securities. Under
normal circumstances, the Series invests at least 80 percent of its assets in
debt securities. The Series may invest up to 100 percent (although it generally
expects to invest not more than 80 percent) of its net assets in foreign
securities. At least 65 percent of the Series' assets will be invested in at
least three different countries, one of which may be the U.S., except when the
Adviser believes that investing for temporary defensive purposes is appropriate.
U.S. assets will be invested in high-quality debt securities, and the remainder
of the assets will be diversified among countries where opportunities for total
return are expected to be most attractive. It is currently expected that
investments in foreign countries will be primarily in government securities to
minimize credit risks.

     Risks
     Investing in securities of foreign issuers generally involves risks not
ordinarily associated with investing in securities of domestic issuers. These
include changes in currency rates, exchange control regulations, governmental
administration or economic or monetary policy (in the U.S. or abroad), or
circumstances in dealing between nations. Other considerations include limited
information about foreign issuers, higher brokerage costs, different accounting
standards, and thinner trading markets.

     Investment Adviser: Massachusetts Financial Services Company ("MFS")

                       Oppenheimer Aggressive Growth Fund
                (formerly Oppenheimer Capital Appreciation Fund)

     Investment Objective
     Seeks to achieve capital appreciation by investing in "growth-type"
companies.

     Policies
     "Growth-type" companies are believed to have relatively favorable
long-term prospects for increasing demand for their goods or services, or to be
developing new products, services, or markets and normally retain a relatively
larger portion of their earnings for research, development, and investment in
capital assets. The Fund will invest no more
    


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                                       43
<PAGE>

   
than 25 percent of its total assets in foreign securities or in government
securities of any foreign country or in obligations of foreign banks.

     Risks
     Stock prices will fluctuate. Additional risk is present in growth-type
investments since the price of the security may decline if the anticipated
development fails to occur. Investing in small, unseasoned companies (those
that have been in operation for less than three years, counting the operations
of any predecessors) may have limited liquidity, and the prices of these
securities may be volatile. Foreign securities markets may be less liquid and
more volatile than markets in the U.S. Risks of foreign securities may include
foreign withholding taxation, changes in currency, less publicly available
information, and differences between domestic and foreign legal, auditing,
brokerage and economic standards.

     Investment Adviser: OppenheimerFunds, Inc.

                       Oppenheimer Global Securities Fund

     Investment Objective
     Seeks long-term capital appreciation by investing a substantial portion of
its assets in securities of foreign issuers, "growth-type" companies, cyclical
industries and special situations which are considered to have appreciation
possibilities but which may be considered to be speculative.

     Policies
     Invests a substantial portion of its assets in securities of foreign
issuers, "growth-type" companies (those which, in the opinion of the manager,
have relatively favorable long-term prospects for increasing demand or which
develop new products and retain a significant part of earnings for research and
development), cyclical industries, and special investment situations which are
considered to have appreciation possibilities. May invest in foreign securities
and the relative amount of such investments will change from time to time.

     Risks
     Stock prices will fluctuate. Foreign securities markets may be less liquid
and more volatile than the markets in the U.S. Risks of foreign securities may
include foreign withholding taxation, changes in currency, less publicly
available information, and differences between domestic and foreign legal,
auditing brokerage and economic standards. Investments in small, unseasoned
companies (those that have been in operation for less than three years, counting
the operations of any predecessors) may have limited liquidity, and the prices
of these securities may be volatile.

     Investment Adviser: OppenheimerFunds, Inc.

                        Oppenheimer Growth & Income Fund

     Investment Objective
     Seeks a high total return (which includes growth in the value of its
shares as well as current income) from equity and debt securities.

     Policies
     Invests primarily in equity and debt securities and focuses on all market
capitalization including small to medium capitalization companies. Equity
investments include common stocks, preferred stocks, convertible securities, and
warrants. Debt securities include bonds, participation interests, asset-backed
securities, private label mortgage backed securities and collateralized mortgage
obligations (CMOs), zero coupon securities, and U.S. Government obligations. The
proportion of equity and fixed income investments will vary based upon the
manager's evaluation of economic and market trends and perceived relative total
anticipated return from such types of investments. There is no minimum or
maximum percentage of assets that may, at any given time, be invested in either
type of investment. The Fund may invest in foreign securities without limit.
    


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                                       44
<PAGE>

   
     Risks
     Changes in overall market movements or interest rates, or factors affecting
a particular industry or issuer can affect the value of the Fund's investments
and their price per share. Equity investments are generally subject to a number
of risks, including the risk that values will fluctuate as a result of changing
expectations for the economy and individual issuers; stocks with small- to
medium-size capitalization may fluctuate more than large capitalization stocks.
Foreign investments are subject to the risk of adverse currency fluctuation and
additional risks and expenses in comparison to U.S. investments.

     Investment Adviser: OppenheimerFunds, Inc.

                         Oppenheimer Strategic Bond Fund

     Investment Objective
     Seeks a high level of current income principally derived from interest on
debt securities and seeks to enhance such income by writing covered call
options on debt securities.

     Policies
     Invests principally in lower-rated, high-yield domestic debt securities
(commonly shown as "junk bonds"), U.S. Government securities, and foreign
government and corporate debt securities. Under normal circumstances, the Fund's
assets will be invested in each of these three sectors. However, Strategic Bond
Fund may occasionally invest up to 100 percent of its total assets in any one
sector, if, in the manager's judgment, the Fund has the opportunity to seek a
high level of current income without undue risk to principal. Accordingly, the
Fund's investments should be considered speculative. Distributable income will
fluctuate as the Fund's assets are shifted among the three sectors.

     Risks
     The higher yields and income sought by Strategic Bond Fund are generally
associated with securities in the lower-rating categories of the established
rating services. Such securities are considered speculative and involve greater
risk than lower-yielding, higher-rated fixed income securities, while providing
higher yields than such securities. Lower-rated securities may be less liquid,
and significant losses could be experienced if a substantial number of other
holders of such securities decide to sell at the same time. Issuers of
lower-rated or unrated securities are generally not as financially secure or
creditworthy as issuers of higher-rated securities.

     Investment Adviser: OppenheimerFunds, Inc.

               Portfolio Partners MFS Emerging Equities Portfolio

     Investment Objective
     Seeks to provide long-term growth of capital. Dividend and interest income
from portfolio securities, if any, is incidental to the Portfolio's investment
objective.

     Policies
     Normally invests at least 80 percent of its assets in common stocks of
companies the subadviser believes are in an early phase of their life cycle, but
that have the potential to become major enterprises. Such companies would be
expected to show earnings growth over time well above the growth rate of the
overall economy and inflation and have the products, technologies, management
and market and other opportunities usually necessary to become more widely
recognized as growth companies. Emerging growth companies can be of any size.
The Portfolio may invest in larger or more established companies whose rates of
earnings growth are expected to accelerate because of special factors or basic
changes in the economic environment. Up to 25 percent of the Portfolio's net
assets may be invested in foreign issuers.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investing in
emerging growth companies involves greater risk than is customarily associated
with investments in more established companies. Such companies may have limited
product lines, markets or
    


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                                       45
<PAGE>

   
financial resources and they may be dependent on one person's management. In
addition, there may be less research available on many promising small- and
medium-sized emerging growth companies, making it more difficult to find and
analyze these companies. The securities of these companies may have limited
marketability and may be subject to more abrupt or erratic market movements
than securities of larger, more established growth companies or the market
averages in general. Foreign investing involves risks that are different in
some respects from investments in the securities of U.S. issuers. Risks include
less availability of information about issuers or foreign markets, economic and
political volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

                Portfolio Partners MFS Research Growth Portfolio

   Investment Objective
     Seeks long-term growth of capital and future income.

     Policies
     Invests at least 65 percent of its total assets in common stocks, or
securities convertible into common stocks, of companies believed to possess
better than average prospects for long-term growth. A smaller proportion of the
assets may be invested in bonds, short-term obligations, preferred stocks or
common stocks whose principal characteristic is income production rather than
growth. In the case of both growth stocks and income issues, emphasis is placed
on the selection of progressive, well-managed companies. The Portfolio may
invest up to 20 percent of its net assets in foreign securities, including
emerging market securities.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investing in
securities of foreign issuers generally involves risks not ordinarily
associated with investing in securities of domestic issuers. These include less
availability of information about issuers or foreign markets, economic and
political volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

                  Portfolio Partners MFS Value Equity Portfolio

     Investment Objectives
     Seeks capital appreciation. Dividend income, if any, is a consideration
incidental to the Portfolio's objective of capital appreciation.

     Policies
     While the Portfolio's policy is to invest at least 65 percent of its total
assets in common stocks, it may seek appreciation other types of securities
(such as fixed-income, convertible bonds, convertible preferred stocks and
warrants) when relative values make such purchases appear attractive, either as
individual issues or as types of securities in certain economic environments.
The Portfolio may invest in high-yield fixed-income (below investment grade),
but will invest no more than 25 percent of its net assets in these securities.
The Portfolio may also invest up to 50 percent (but generally expects to invest
not more than 25 percent) of its net assets in foreign securities.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Lower-rated bonds have
speculated characteristics. Changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than in the case of higher-grade securities. Investing in
securities of foreign issuers generally involves risks not ordinarily
associated with investing in securities of domestic issuers. These include less
availability of
    


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                                       46
<PAGE>

   
information about issuers or foreign markets, economic and political
volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

            Portfolio Partners Scudder International Growth Portfolio

     Investment Objective
     Seeks long-term growth of capital primarily through a diversified
portfolio of marketable foreign equity investments.

     Policies
     Invests in companies, wherever organized, that do business primarily
outside the United States. The Portfolio intends to diversify investments among
several countries and to have represented in its holdings business activities in
not less than three different countries. Does not intend to concentrate
investments in any particular industry. Invests primarily in equity securities
of established companies, listed on foreign exchanges, that the subadviser
believes have favorable characteristics. Although the Portfolio will consist
primarily of equity securities, it may also invest in fixed-income securities of
foreign governments and companies.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investing in foreign securities
may involve a greater degree of risk than investing in domestic securities.
Additional risk factors include the possibility of exchange rate fluctuations,
less publicly available information, more volatile markets, less securities
regulation and less favorable tax provisions.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Scudder Kemper Investments, Inc.

            Portfolio Partners T. Rowe Price Growth Equity Portfolio

     Investment Objective
     Seeks long-term growth of capital and, secondarily, to increase dividend
income by investing primarily in common stocks of well established growth
companies.

     Policies
     Under normal market conditions the Portfolio invests at least 65 percent of
its total assets in common stocks issued by a diversified group of growth
companies. The companies in which the Portfolio invests normally (but not
always) pay dividends, which are generally expected to rise in future years as
earnings increase. Most of its assets will be invested in U.S. common stocks.
However, the Portfolio may invest in foreign securities and convertible
securities and warrants, when the subadviser considers such investments
consistent with he Portfolio's investment objective and policies.

     The Portfolio generally seeks to invest in securities of companies that
satisfy one or more of several criteria established by the subadviser. For
example, the subadviser generally seeks companies with superior growth in
earnings and cash flow; the ability to sustain earnings momentum even during
economic slowdowns by operating in so-called "fertile fields" (areas where
earnings and dividends can outpace inflation and the overall economy); and the
capability to expand even during times of slow growth. The subadviser generally
favors companies whose profits increase due to economic factors rather than
one-time events such as lower taxes. The Portfolio may engage in strategic
transactions, which may include the use of derivatives.
    


- --------------------------------------------------------------------------------
                                       47

<PAGE>

   
     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investments in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These risks include currency,
political, economic, regulatory and market risk factors. Risk is reduced
through diversification.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
T. Rowe Price Associates, Inc.
    

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                                       48

<PAGE>


                                   PROSPECTUS
================================================================================

     The Contracts offered in connection with this Prospectus are the "Aetna
Marathon Plus" group and individual deferred variable annuity contracts
("Contracts") issued by Aetna Insurance Company of America (the "Company"). The
Contracts, offered only in those states authorized to sell, are available as (1)
nonqualified deferred annuity contracts; (2) Individual Retirement Annuities
("IRA") including Roth IRAs under Sections 408(b) and 408A of the Internal
Revenue Code (may be subject to approval by state regulatory agencies); or (3)
qualified contracts issued in connection with certain employer sponsored
retirement plans (may be subject to approval by the Company and state regulatory
agencies). Currently, the IRA is not available as a "SIMPLE IRA" as defined in
Section 408(p) of the Internal Revenue Code. In most states, group Contracts are
offered to certain broker-dealers or banks which have agreed to act as
Distributors of the Contracts. Individuals who have established accounts with
those broker-dealers or banks are eligible to participate in the Contract.
Individual Contracts are offered only in those states where the group Contracts
are not authorized for sale. (See "Purchase.")
 

The securities offered in this Prospectus are distributed through Aetna Life
Insurance and Annuity Company, an affiliate of the Company, as the Underwriter
and by registered broker-dealers or banks selected by it as Distributors. (See
"Purchase.")

In most states, the Contracts provide that Purchase Payments may be allocated to
the AICA Guaranteed Account (the "Guaranteed Account"), a credited interest
option, or to one or more of the Subaccounts of Variable Annuity Account I, a
separate account of the Company. In certain states, Purchase Payments may be
allocated to the Fixed Account when the Guaranteed Account is not available. The
Subaccounts invest directly in shares of the following Funds:

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

Except as specifically mentioned, this Prospectus describes only investments
through the Separate Account. The Guaranteed Account is described in Appendix A
to this Prospectus, as well as in the Guaranteed Account's prospectus. The Fixed
Account is described in Appendix B to this Prospectus. The availability of the
Funds, the Guaranteed Account and the Fixed Account is subject to applicable
regulatory authorization; not all options may be available in all jurisdictions
or under all Contracts. (See "Investment Options.")

This Prospectus provides investors with the information about the Separate
Account that they should know before investing in the Contracts. Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents for the SAI is printed on page 24 of this Prospectus. An
SAI for this Prospectus and for any Fund Prospectus may be obtained by
indicating the request on your Application or by calling the number listed under
the "Inquiries" section of the Prospectus Summary.

THIS PROSPECTUS SHOULD BE READ IN CONJUNCTION WITH THE CURRENT PROSPECTUSES OF
THE FUNDS AND THE AICA GUARANTEED ACCOUNT. ALL PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.

<PAGE>

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY ANY BANK, NOR
ARE THEY INSURED BY THE FDIC; THEY ARE SUBJECT TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

THIS PROSPECTUS, THE STATEMENT OF ADDITIONAL INFORMATION AND OTHER INFORMATION
ABOUT THE SEPARATE ACCOUNT REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION CAN BE FOUND IN THE SEC'S WEB SITE AT http://www.sec.gov.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


        THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE
                               DATED MAY 1, 1998.

<PAGE>

                               TABLE OF CONTENTS
================================================================================

<TABLE>
<S>                                                                          <C>
DEFINITIONS.................................................... DEFINITIONS - 1
PROSPECTUS SUMMARY.............................................     SUMMARY - 1
FEE TABLE......................................................   FEE TABLE - 1
THE COMPANY ................................................................  1
VARIABLE ANNUITY ACCOUNT I .................................................  1
INVESTMENT OPTIONS .........................................................  1
   The Funds ...............................................................  1
   Credited Interest Option ................................................  2
   Fixed Account ...........................................................  2
PURCHASE ...................................................................  2
   Contract Availability ...................................................  2
   Purchasing Interests in the Contract ....................................  3
   Purchase Payments .......................................................  3
   Contract Rights .........................................................  3
   Designations of Beneficiary and Annuitant ...............................  4
   Right to Cancel .........................................................  4
CHARGES AND DEDUCTIONS .....................................................  5
   Daily Deductions from the Separate Account ..............................  5
     Mortality and Expense Risk Charge .....................................  5
     Administrative Charge .................................................  5
   Maintenance Fee .........................................................  5
   Deferred Sales Charge . .................................................  5
   Fund Expenses ...........................................................  7
   Premium and Other Taxes .................................................  7
CONTRACT VALUATION .........................................................  7
   Account Value ...........................................................  7
   Accumulation Units ......................................................  7
   Net Investment Factor . .................................................  7
TRANSFERS ..................................................................  8
   Telephone Transfers .....................................................  8
   Dollar Cost Averaging Program ...........................................  8
   Account Rebalancing Program .............................................  9
WITHDRAWALS ................................................................  9
SYSTEMATIC DISTRIBUTION OPTIONS ............................................ 10
DEATH BENEFIT DURING ACCUMULATION PERIOD ................................... 11
   Death Benefit Amount .................................................... 11
   Death Benefit Payment Options ........................................... 12
ANNUITY PERIOD ............................................................. 13
   Annuity Period Elections ................................................ 13
   Partial Annuitization . ................................................. 14
   Annuity Options ......................................................... 14
   Annuity Payments ........................................................ 14
</TABLE>

<PAGE>


<TABLE>
<S>                                                                          <C>
   Charges Deducted During the Annuity Period .............................. 15
   Death Benefit Payable During the Annuity Period ......................... 15
TAX STATUS ................................................................. 15
   Introduction ............................................................ 15
   Taxation of the Company ................................................. 16
   Tax Status of the Contract .............................................. 16
   Taxation of Annuity Contracts ........................................... 18
   Contracts Used with Certain Retirement Plans ............................ 20
MISCELLANEOUS .............................................................. 21
   Distribution ............................................................ 21
   Delay or Suspension of Payments ......................................... 22
   Performance Reporting ................................................... 22
   Voting Rights ........................................................... 22
   Modification of the Contract ............................................ 22
   Transfers of Ownership; Assignment ...................................... 23
   Involuntary Terminations ................................................ 23
   Legal Matters and Proceedings ........................................... 23
   Year 2000 ............................................................... 23
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ........................ 24
APPENDIX A--AICA GUARANTEED ACCOUNT ........................................ 25
APPENDIX B--FIXED ACCOUNT .................................................. 28
APPENDIX C--DESCRIPTION OF UNDERLYING FUNDS ................................ 29
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. THE COMPANY DOES NOT AUTHORIZE ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
 
<PAGE>

                                   DEFINITIONS
================================================================================

The following terms are defined as they are used in this Prospectus:

Account: A record that identifies contract values accumulated on each
Certificate Holder's behalf during the Accumulation Period.

Account Value: The total dollar value of amounts held in an Account as of each
Valuation Date during the Accumulation Period.

Account Year: A period of twelve months measured from the date on which an
Account is established (the effective date) or from an anniversary of such
effective date.

Accumulation Period: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.

Accumulation Unit: A measure of the value of each Subaccount before annuity
payments begin.

Adjusted Account Value: The Account Value, plus or minus the aggregate market
value adjustment for amounts allocated to the Guaranteed Account.

Annuitant: The person on whose life or life expectancy the annuity payments are
based.

Annuity: A series of payments for life, a definite period or a combination of
the two.

Annuity Date: The date on which annuity payments begin.

Annuity Period: The period during which annuity payments are made.

Annuity Unit: A measure of the value of each Subaccount selected during the
Annuity Period.

Application: The form or collection of information required by the Company to
purchase an interest in a group contract or an individual contract.

Beneficiary(ies): The person or persons who are entitled to receive any death
benefit proceeds. Under Nonqualified Contracts, Individual Retirement Annuities
and Section 403(b) Contracts, Beneficiary refers to the beneficiary named under
the Contract.

Certificate: The document issued to a Certificate Holder for an Account
established under a group contract.

Certificate Holder (You): A person or entity who purchases an individual
Contract or acquires an interest under a group Contract.

Claim Date: The date when proof of death and the Beneficiary's claim are
received in good order at the Company's Home Office.

Company (We, Us): Aetna Insurance Company of America.

Contract: The group and individual deferred, variable annuity contracts offered
by this Prospectus.

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.

Distributor(s): The registered broker-dealer(s), or banks that may be acting as
broker-dealers without separate registration under the Securities Exchange Act
of 1934, which have entered into selling agreements with the Company to offer
and sell the Contracts. The Company may also serve as a Distributor.

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.


- --------------------------------------------------------------------------------
                                 DEFINITIONS - 1
<PAGE>

Fund(s): An open-end registered management investment company whose shares are
purchased by the Separate Account to fund the benefits provided by the
Contract.

Group Contract Holder: The entity to which a group Contract is issued.

Home Office: The Company's principal executive offices located at 151
Farmington Avenue, Hartford, Connecticut 06156.

Individual Contract Holder: A person or entity who has purchased an individual
variable annuity contract (also referred to as a "Certificate Holder").

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

Nonqualified Contract: A contract established to supplement an individual's
retirement income, or to provide an alternative investment option under an
Individual Retirement Account qualified under Code Section 408(a).

Purchase Payment(s): The gross payment(s) made to the Company under an Account.
 

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

Registered Representative: The individual who is registered with a
broker-dealer acting as Distributor to offer and sell securities, or who is an
employee of a bank acting as Distributor that is exempt from broker-dealer
registration under the Securities Exchange Act of 1934. Registered
Representatives must also be licensed as insurance agents to sell variable
annuity contracts.

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

Separate Account: Variable Annuity Account I, a separate account established
for the purpose of funding variable annuity contracts issued by the Company.

Subaccount(s): The portion of the assets of the Separate Account that is
allocated to a particular Fund. Each Subaccount invests in the shares of only
one corresponding Fund.

Surrender Value: The amount payable upon the withdrawal of all or any portion
of an Account Value.

Underwriter: The registered broker-dealer which contracts with other registered
broker-dealers, or with banks exempt from broker-dealer registration, to offer
and sell the Contracts. Aetna Life Insurance and Annuity Company will serve as
Underwriter.

Valuation Date: The date and time at which the Accumulation Unit Value and
Annuity Unit Value of a Subaccount is calculated. Currently, this calculation
occurs after the close of business of the New York Stock Exchange on any normal
business day, Monday through Friday, that the New York Stock Exchange is open.


- --------------------------------------------------------------------------------
                                 DEFINITIONS - 2
<PAGE>

                               PROSPECTUS SUMMARY
================================================================================

     CONTRACTS OFFERED

     The Contracts offered in connection with this Prospectus are group and
individual deferred variable annuity contracts issued by Aetna Insurance Company
of America (the "Company"). The purpose of the Contract is to accumulate values
and to provide benefits upon retirement. The Contracts are currently available
for (1) individual nonqualified purchases (we reserve the right to limit the
ownership of nonqualified contracts to natural persons); (2) Individual
Retirement Annuities ("IRAs") including Roth IRAs, other than "SIMPLE IRAs" as
defined in Section 408(p) of the Internal Revenue Code ("Code") (may be subject
to approval by state regulatory agencies); and (3) purchases made in conjunction
with employer sponsored retirement plans under Section 403(b) of the Code (may
be subject to approval by the Company and by state regulatory agencies).

     In most states, group Contracts are offered to certain broker-dealers or
banks which have agreed to act as Distributors of the Contracts. Individuals who
have established accounts with those broker-dealers or banks are eligible to
participate in the Contract. Individual Contracts are offered in those states
where the group Contracts are not authorized for sale. Joint Certificate Holders
are allowed only on Nonqualified Contracts. A joint Certificate Holder must be
the spouse of the other joint Certificate Holder. In Pennsylvania, the joint
Certificate Holders do not need to be spouses. References to "Certificate
Holders" in this Prospectus mean both of the Certificate Holders on joint
Accounts.

CONTRACT PURCHASE
     You may purchase an interest in the Contract by completing an Application
and submitting it to the Company. Purchase Payments can be applied to the
Contract either through a lump-sum payment or through ongoing contributions.
(See "Purchase.")

FREE LOOK PERIOD
     You may cancel the Contract or Certificate within 10 days after you
receive it (or longer if required by state law) by returning it to the Company
along with a written notice of cancellation. Unless state law requires
otherwise, the amount you will receive upon cancellation will reflect the
investment performance of the Subaccounts into which your Purchase Payments
were deposited. In some cases this may be more or less than the amount of your
Purchase Payments. Under a Contract issued as an Individual Retirement Annuity,
you will receive a refund of your Purchase Payment. (See "Purchase--Right to
Cancel.") 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 and you
exercise your free look right under this provision, the Purchase Payment will
be restored to the contract from which it came.

INVESTMENT OPTIONS
     The Company has established Variable Annuity Account I, a registered unit
investment trust, for the purpose of funding the variable portion of the
Contracts. The Separate Account is divided into Subaccounts which invest
directly in shares of the Funds described herein. The Contract allows
investment in the Subaccounts, as well as in the Guaranteed Account (or Fixed
Account, in certain states) described below subject to the limitations
described in "Investment Options," see page 1. For a complete list of the Funds
available under the Contracts, and a description of the investment objectives
of each of the Funds and their investment advisers, see "Investment
Options--The Funds" and Appendix C in this Prospectus, as well as the
prospectuses for each of the Funds.

     The Guaranteed Account is the credited interest option available under the
Contract which allows you to earn a fixed rate of interest, if held for the
guaranteed term. (See Appendix A to this Prospectus and the prospectus for the
Guaranteed Account.)

     The Fixed Account is an option available under the Contract in certain
states which allows you to earn a fixed rate of interest. (See Appendix B to
this Prospectus.)


- --------------------------------------------------------------------------------
                                   SUMMARY - 1
<PAGE>

CHARGES AND DEDUCTIONS
     Certain charges are associated with these Contracts. These charges include
daily deductions from the Separate Account (the mortality and expense risk
charge and an administrative charge), as well as any applicable maintenance
fee, transfer fees and premium and other taxes. The Funds also incur certain
fees and expenses which are deducted directly from the Funds. A deferred sales
charge may apply upon a full or partial withdrawal of the Account Value. (See
the Fee Table and "Charges and Deductions.")

TRANSFERS
     Prior to the Annuity Date, and subject to certain limitations, you can
transfer Account Values among the Subaccounts and the Guaranteed Account (or
Fixed Account in certain states). During the Annuity Period and subject to
state approval, if you have elected variable payments, you can make transfers
among the Subaccounts available during the Annuity Period. Currently, during
the Accumulation Period, transfers are without charge. However, the Company
reserves the right to charge up to $10 for each additional transfer if more
than 12 transfers are made in a calendar year. Any transfer charge will be
applied so that the amount being transferred will be reduced. Transfers can be
requested in writing or by telephone in accordance with the Company's transfer
procedures. If approved by your state, during the Annuity Period, you can
currently make up to four transfers each calendar year. There is no charge for
these transfers. (Transfers from the Guaranteed Account may be restricted and
subject to a market value adjustment. See Appendix A)

     The Company also offers a Dollar Cost Averaging Program and an Account
Rebalancing Program. The Dollar Cost Averaging Program permits the automatic
transfer of amounts from any of the Subaccounts and an available Guaranteed
Account term to any of the other Subaccounts on a monthly or quarterly basis. 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. The Account Rebalancing Program allows you to
request that each year, or at other more frequent intervals as we allow, we
automatically reallocate your Account value to specified percentages among the
Subaccounts in which you invest. (See "Transfers.")

WITHDRAWALS
     All or a part of the Account Value may be withdrawn prior to the Annuity
Date by properly completing a disbursement form and sending it to the Company.
Certain charges may be assessed upon withdrawal. Amounts withdrawn from the
Guaranteed Account may be subject to a market value adjustment. (See Appendix
A.) The taxable portion of the withdrawal may also be subject to income tax and
a federal tax penalty. (See "Withdrawals.")

     The Contract also offers certain Systematic Distribution Options during the
Accumulation Period subject to certain criteria. Some Systematic Distribution
Options are not available in all states and may not be suitable in every
situation. (See "Systematic Distribution Options.")

GUARANTEED DEATH BENEFIT
     These Contracts contain a guaranteed death benefit feature. Upon the death
of the Annuitant, the Account Value may be increased under certain
circumstances. (See "Death Benefit During Accumulation Period.")

     After Annuity Payments have commenced, a death benefit may be payable to
the Beneficiary depending upon the terms of the Contract and the Annuity Option
selected. (See "Death Benefit Payable During the Annuity Period.")

THE ANNUITY PERIOD
     On the Annuity Date, you may elect to begin receiving Annuity Payments.
Annuity Payments can be made on either a fixed, variable or combination fixed
and variable basis. If a variable payout is selected, the payments will
continue to vary with the investment performance of the Subaccount(s) selected.
The Company reserves the right to limit the number of Subaccounts that may be
available during the Annuity Period. (See "Annuity Period.")


- --------------------------------------------------------------------------------
                                   SUMMARY - 2
<PAGE>

TAXES
     Earnings are not generally taxed until you or your Beneficiary(ies)
actually receive a distribution from the Contract. A 10% federal tax penalty
may be imposed on certain withdrawals. Special rules apply to distributions
from a Roth IRA. (See "Tax Status.")

INQUIRIES
     Questions, inquiries or requests for additional information can be
directed to your agent or local representative, or you may contact the Company
as follows:

<TABLE>
   <S>                                <C>
   [bullet] Write to:                 Aetna Insurance Company of America
                                      151 Farmington Avenue
                                      Hartford, Connecticut 06156-5996
                                      Attention: Customer Service

   [bullet] Call Customer Service:    1-800-531-4547 (for automated transfers
                                      or changes in the allocation of Account
                                      Values, call: 1-800-262-3862)
</TABLE>


- --------------------------------------------------------------------------------
                                   SUMMARY - 3
<PAGE>

                                    FEE TABLE
================================================================================

This Fee Table describes the various charges and expenses associated with the
   Contract. No sales charge is paid upon
purchase of the Contract. All costs that are borne directly or indirectly under
the Subaccounts and Funds are shown below. Some expenses may vary as explained
under "Charges and Deductions." The charges and expenses shown below do not
include premium taxes that may be applicable. For more information regarding
expenses paid out of assets of a particular Fund, see the Fund's prospectus.

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.

CONTRACTS OTHER THAN ROTH IRA CONTRACTS:

<TABLE>
<CAPTION>
- -----------------------------------------------
Years from Receipt of           Deferred Sales
 Purchase Payment              Charge Deduction
- -----------------------------  ----------------
  <S>                                <C>
  Less than 2                        7%
  2 or more but less than 4          6%
  4 or more but less than 5          5%
  5 or more but less than 6          4%
  6 or more but less than 7          3%
  7 or more                          0%
- -----------------------------------------------
</TABLE>

ROTH IRA CONTRACTS:

<TABLE>
<CAPTION>
- -----------------------------------------------
Years from Receipt of           Deferred Sales
 Purchase Payment              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>


<TABLE>
<S>                                                                                           <C>
    Annual Maintenance Fee (1) ...........................................................    $30.00
    Transfer Charge (2) ..................................................................    $ 0.00
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)
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."

    (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.


- --------------------------------------------------------------------------------
                                  FEE TABLE - 1
<PAGE>

ANNUAL EXPENSES OF THE FUNDS (APPLIES TO ALL CONTRACTS)
The following table illustrates the advisory fees and other expenses applicable
to the Funds. Except as noted, the following figures are a percentage of
average net assets and, except where otherwise indicated, are based on figures
for the year ended December 31, 1997. A Fund's "Other Expenses" include
operating costs of the Fund. These expenses are reflected in the Fund's net
asset value and are not deducted from the Account Value.

<TABLE>
<CAPTION>
                                                                     Investment             Other          Total
                                                                  Advisory Fees(1)        Expenses          Fund
                                                                   (after expense      (after expense      Annual
                                                                   reimbursement)      reimbursement)     Expenses
                                                                  ----------------     --------------     --------
<S>                                                                      <C>                 <C>            <C>
Aetna Ascent VP(2)(3)                                                    0.57%               0.23%          0.80%
Aetna Balanced VP, Inc. (3)                                              0.50%               0.10%          0.60%
Aetna Bond VP(3)                                                         0.40%               0.10%          0.50%
Aetna Crossroads VP(2)(3)                                                0.55%               0.25%          0.80%
Aetna Growth VP(2)(3)                                                    0.16%               0.64%          0.80%
Aetna Growth and Income VP(3)                                            0.50%               0.09%          0.59%
Aetna Index Plus Large Cap VP(2)(3)                                      0.32%               0.23%          0.55%
Aetna International VP(2)(3)                                             0.77%               0.38%          1.15%
Aetna Legacy VP(2)(3)                                                    0.49%               0.31%          0.80%
Aetna Money Market VP(3)                                                 0.25%               0.10%          0.35%
Aetna Real Estate Securities VP(2)(3)                                    0.62%               0.33%          0.95%
Aetna Small Company VP(2)(3)                                             0.35%               0.60%          0.95%
Aetna Value Opportunity VP(2)(3)                                         0.20%               0.60%          0.80%
Calvert Social Balanced Portfolio(4)                                     0.69%               0.12%          0.81%
Fidelity VIP Equity-Income Portfolio(5)                                  0.50%               0.08%          0.58%
Fidelity VIP Growth Portfolio(5)                                         0.60%               0.09%          0.69%
Fidelity VIP High Income Portfolio(5)                                    0.59%               0.12%          0.71%
Fidelity VIP Overseas Portfolio(5)                                       0.75%               0.17%          0.92%
Fidelity VIP II Asset Manager Portfolio(5)                               0.55%               0.10%          0.65%
Fidelity VIP II Contrafund Portfolio(5)                                  0.60%               0.11%          0.71%
Fidelity VIP II Index 500 Portfolio(6)                                   0.24%               0.04%          0.28%
Janus Aspen Aggressive Growth Portfolio(7)                               0.73%               0.03%          0.76%
Janus Aspen Balanced Portfolio(7)                                        0.76%               0.07%          0.83%
Janus Aspen Flexible Income Portfolio                                    0.65%               0.10%          0.75%
Janus Aspen Growth Portfolio(7)                                          0.65%               0.05%          0.70%
Janus Aspen Worldwide Growth Portfolio(7)                                0.66%               0.08%          0.74%
MFS Total Return Series(8)                                               0.75%               0.25%          1.00%
MFS World Governments Series(8)                                          0.75%               0.25%          1.00%
Oppenheimer Aggressive Growth Fund                                       0.71%               0.02%          0.73%
Oppenheimer Global Securities Fund                                       0.70%               0.06%          0.76%
Oppenheimer Growth & Income Fund                                         0.75%               0.08%          0.83%
Oppenheimer Strategic Bond Fund                                          0.75%               0.08%          0.83%
Portfolio Partners MFS Emerging Equities Portfolio(9)(10)                0.68%               0.13%          0.81%
Portfolio Partners MFS Research Growth Portfolio(9)(10)                  0.70%               0.15%          0.85%
Portfolio Partners MFS Value Equity Portfolio(9)                         0.65%               0.25%          0.90%
Portfolio Partners Scudder International Growth Portfolio(9)             0.80%               0.20%          1.00%
Portfolio Partners T. Rowe Price Growth Equity Portfolio(9)              0.60%               0.15%          0.75%
</TABLE>

- ------------------
(1)  Certain of the Fund advisers reimburse the Company for administrative
     costs incurred in connection with administering the Funds as variable
     funding options under the Contract. These reimbursements are paid out of
     the investment advisory fees and are not charged to investors.
(2)  Effective May 1, 1998, the Portfolios' adviser has agreed to waive a
     portion of its fee or to reimburse certain expenses so that aggregate
     expenses do not exceed the total expenses shown above. These fee
     waiver/expense reimbursement arrangements will increase total return and
     may be modified or terminated at any time.

     Without these fee waiver/expense reimbursement arrangements Management Fees
     and Total Expenses for the Portfolio would be higher. Management Fees and
     Other Expenses would be as follows: 0.60% and 0.83% for Ascent VP; 0.60%
     and 0.85% for Crossroads VP; 0.60% and 1.24% for Growth VP; 0.35% and 0.58%
     for Index Plus Large Cap VP; 0.85% and 1.23% for


- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>

     International VP; 0.60% and 0.91% for Legacy VP; 0.75% and 1.08% for Real
     Estate Securities VP; 0.75% and 1.35% for Small Company VP; and 0.60% and
     1.20% for Value Opportunity VP, respectively.
(3)  Prior to May 1, 1998, the investment adviser provided administrative
     services to the Fund and assumed the Fund's ordinary recurring direct
     costs under an Administrative Services Agreement. Effective May 1, 1998,
     the investment adviser will continue to provide administrative services to
     the Fund but will no longer assume all of the Fund's ordinary recurring
     direct costs under the Administrative Services Agreement. The
     Administrative Fee is 0.075% on the first $5 billion in assets and 0.050%
     on all assets over $5 billion. The "Other Expenses" shown are not based on
     actual figures for the year ended December 31, 1997, but reflect the fee
     payable under the new Administrative Services Agreement and estimates of
     the Fund's ordinary recurring direct costs.

     International VP and Real Estate Securities VP commenced operations in
     December 1997, therefore, estimates are based on expenses incurred for
     similar funds. Actual expenses incurred may be more or less than the
     amounts shown above.
(4)  The figures above are based on expenses for the fiscal year 1997, and have
     been restated to reflect an increase in transfer agency expenses of 0.01%
     for the Portfolio expected to be incurred in 1998. "Management Fees"
     includes a performance adjustment, which depending on performance, could
     cause the fee to be as high as 0.85% or as low as 0.55%. "Other Expenses"
     reflect an indirect fee of 0.03% (relating to an expense offset
     arrangement with the Portfolio's custodian). Net fund operating expenses
     after reductions for fees paid indirectly (again, restated) would be
     0.78%.
(5)  A portion of the brokerage commissions that certain funds pay was used to
     reduce fund expenses. In addition, certain funds have entered into
     arrangements with their custodian whereby credits realized, as a result of
     uninvested cash balances were used to reduce custodian expenses. Including
     these reductions, the total operating expenses would have been 0.57% for
     Equity-Income Portfolio; 0.67% for Growth Portfolio; 0.71% for High Income
     Portfolio; 0.90% for Overseas Portfolio, 0.64% for Asset Manager
     Portfolio; and 0.68% for Contrafund Portfolio.
(6)  The Fund's investment adviser agreed to reimburse a portion of Index 500
     Portfolio's expenses during the period. Without this reimbursement, the
     fund's management fee, other expenses and total expenses would have been
     0.27%, 0.13% and 0.40%, respectively, for Index 500 Portfolio.
(7)  Management fees for Aggressive Growth, Balanced, Growth and Worldwide
     Growth Portfolios reflect a reduced fee schedule effective July 1, 1997.
     The management fees shown above are based on the new rate applied to net
     assets as of December 31, 1997. Other expenses are based on gross expenses
     of the Shares before expense offset arrangements for the fiscal year ended
     December 31, 1997. The information for each Portfolio is net of fee
     waivers or reductions from Janus Capital. Fee reductions for the
     Aggressive Growth, Balanced, Growth and Worldwide Growth Portfolios reduce
     the management fee to the level of the corresponding Janus retail fund.
     Other waivers, if applicable, are first applied against the management fee
     and then against other expenses. Without such waivers or reductions, the
     Management Fee, Other Expenses and Total Operating Expenses for the Shares
     would have been 0.74%, 0.04%, and 0.78% for Aggressive Growth Portfolio;
     0.77%, 0.06%, and 0.83% for Balanced Portfolio; 0.74%, 0.04%, and 0.78%
     for Growth Portfolio; and 0.72%, 0.09%, and 0.81% for Worldwide Growth
     Portfolio, respectively. Janus Capital may modify or terminate the waivers
     or reductions at any time upon at least 90 days' notice to the Trustees.
(8)  The adviser has agreed to bear expenses for each Series, subject to
     reimbursement by each Series, such that each Series' "Other Expenses"
     shall not exceed 0.25% of the average daily net assets of the Series
     during the current fiscal year. Otherwise, "Other Expenses" for the MFS
     Total Return Series and MFS World Governments Series would be 0.27% and
     0.40%, respectively, and "Total Fund Annual Expenses" would be 1.02% and
     1.15%, respectively, for these Series. Each Series has an expense offset
     arrangement which reduces the Series' custodian fee based upon the amount
     of cash maintained by the Series with its custodian and dividend
     disbursing agent, and may enter into other such arrangements and directed
     brokerage arrangements (which also have the effect of reducing the Series'
     expenses). Any such fee reductions are not reflected under "Other
     Expenses."
(9)  Each Portfolio's aggregate expenses are contractually limited to the
     advisory and administrative fees disclosed above. The investment adviser
     will not seek an increase in its advisory or administrative fee at any
     time prior to May 1, 1999.
(10) The advisory fee is 0.70% of the first $500 million in assets and 0.65% on
     the excess.


- --------------------------------------------------------------------------------
                                 FEE TABLE - 3

<PAGE>

HYPOTHETICAL ILLUSTRATION (EXAMPLE): CONTRACTS OTHER THAN ROTH IRA CONTRACTS

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 0.012%.

<TABLE>
<CAPTION>
                                                               EXAMPLE A                               EXAMPLE B
                                                               ----------                              ---------
                                                If you withdraw the entire Account         If you do not withdraw the Account Value,
                                                Value at the end of the periods shown,     or if you annuitize at the end of the
                                                you would pay the following expenses,      periods shown, you would pay the
                                                including any applicable deferred sales    following expenses (no deferred sales
                                                charge:                                    charge is reflected):*
                                                 1 year   3 years   5 years   10 years      1 year   3 years   5 years   10 years
                                                 ------   -------   -------   --------      ------   -------   -------   --------
<S>                                                <C>      <C>       <C>       <C>           <C>      <C>       <C>       <C>
Aetna Ascent VP                                    $84      $118      $146      $239          $21      $65       $111      $239
Aetna Balanced VP, Inc.                            $82      $112      $136      $218          $19      $59       $101      $218
Aetna Bond VP                                      $81      $109      $131      $208          $18      $55       $ 96      $208
Aetna Crossroads VP                                $84      $118      $146      $239          $21      $65       $111      $239
Aetna Growth VP                                    $84      $118      $146      $239          $21      $65       $111      $239
Aetna Growth and Income VP                         $82      $112      $135      $217          $19      $58       $100      $217
Aetna Index Plus Large Cap VP                      $81      $110      $133      $213          $18      $57       $ 98      $213
Aetna International VP                             $87      $129      $164      $275          $24      $75       $129      $275
Aetna Legacy VP                                    $84      $118      $146      $239          $21      $65       $111      $239
Aetna Money Market VP                              $79      $104      $123      $191          $16      $51       $ 88      $191
Aetna Real Estate Securities VP                    $85      $123      $154      $255          $22      $69       $119      $255
Aetna Small Company VP                             $85      $123      $154      $255          $22      $69       $119      $255
Aetna Value Opportunity VP                         $84      $118      $146      $239          $21      $65       $111      $239
Calvert Social Balanced Portfolio                  $84      $118      $147      $240          $21      $65       $111      $240
Fidelity VIP Equity-Income Portfolio               $81      $111      $135      $216          $19      $58       $100      $216
Fidelity VIP Growth Portfolio                      $83      $115      $141      $228          $20      $61       $105      $228
Fidelity VIP High Income Portfolio                 $83      $115      $142      $230          $20      $62       $106      $230
Fidelity VIP Overseas Portfolio                    $85      $122      $152      $252          $22      $68       $117      $252
Fidelity VIP II Asset Manager Portfolio            $82      $113      $139      $223          $19      $60       $103      $223
Fidelity VIP II Contrafund Portfolio               $83      $115      $142      $230          $20      $62       $106      $230
Fidelity VIP II Index 500 Portfolio                $78      $102      $119      $184          $16      $49       $ 84      $184
Janus Aspen Aggressive Growth Portfolio            $83      $117      $144      $235          $21      $63       $109      $235
Janus Aspen Balanced Portfolio                     $84      $119      $148      $242          $21      $66       $112      $242
Janus Aspen Flexible Income Portfolio              $83      $117      $144      $234          $20      $63       $108      $234
Janus Aspen Growth Portfolio                       $83      $115      $141      $229          $20      $62       $106      $229
Janus Aspen Worldwide Growth Portfolio             $83      $116      $143      $233          $20      $63       $108      $233
MFS Total Return Series                            $86      $124      $157      $260          $23      $71       $121      $260
MFS World Governments Series                       $86      $124      $157      $260          $23      $71       $121      $260
Oppenheimer Aggressive Growth Fund                 $83      $116      $143      $232          $20      $63       $107      $232
Oppenheimer Global Securities Fund                 $83      $117      $144      $235          $21      $63       $109      $235
Oppenheimer Growth & Income Fund                   $84      $119      $148      $242          $21      $66       $112      $242
Oppenheimer Strategic Bond Fund                    $84      $119      $148      $242          $21      $66       $112      $242
Portfolio Partners MFS Emerging Equities
 Portfolio                                         $84      $118      $147      $240          $21      $65       $111      $240
Portfolio Partners MFS Research Growth Portfolio   $84      $120      $149      $244          $21      $66       $113      $244
Portfolio Partners MFS Value Equity Portfolio      $85      $121      $151      $250          $22      $68       $116      $250
Portfolio Partners Scudder International Growth
 Portfolio                                         $86      $124      $157      $260          $23      $71       $121      $260
Portfolio Partners T. Rowe Price Growth Equity
 Portfolio                                         $83      $117      $144      $234          $20      $63       $108      $234
</TABLE>

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


- --------------------------------------------------------------------------------
                                  FEE TABLE - 4
<PAGE>

HYPOTHETICAL ILLUSTRATION (EXAMPLE): CONTRACTS ISSUED AS ROTH IRAS

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 0.012%.


<TABLE>
<CAPTION>
                                                               EXAMPLE A                               EXAMPLE B
                                                               ----------                              ---------
                                                If you withdraw the entire Account         If you do not withdraw the Account Value,
                                                Value at the end of the periods shown,     or if you annuitize at the end of the
                                                you would pay the following expenses,      periods shown, you would pay the
                                                including any applicable deferred sales    following expenses (no deferred sales
                                                charge:                                    charge is reflected):*
                                                 1 year   3 years   5 years   10 years      1 year   3 years   5 years   10 years
                                                 ------   -------   -------   --------      ------   -------   -------   --------
<S>                                                <C>      <C>       <C>       <C>           <C>      <C>       <C>       <C>
Aetna Ascent VP                                    $62      $86       $111      $239          $21      $65       $111      $239
Aetna Balanced VP, Inc.                            $60      $80       $101      $218          $19      $59       $101      $218
Aetna Bond VP                                      $59      $77       $ 96      $208          $18      $55       $ 96      $208
Aetna Crossroads VP                                $62      $86       $111      $239          $21      $65       $111      $239
Aetna Growth VP                                    $62      $86       $111      $239          $21      $65       $111      $239
Aetna Growth and Income VP                         $60      $80       $100      $217          $19      $58       $100      $217
Aetna Index Plus Large Cap VP                      $60      $79       $ 98      $213          $18      $57       $ 98      $213
Aetna International VP                             $65      $97       $129      $275          $24      $75       $129      $275
Aetna Legacy VP                                    $62      $86       $111      $239          $21      $65       $111      $239
Aetna Money Market VP                              $58      $73       $ 88      $191          $16      $51       $ 88      $191
Aetna Real Estate Securities VP                    $64      $91       $119      $255          $22      $69       $119      $255
Aetna Small Company VP                             $64      $91       $119      $255          $22      $69       $119      $255
Aetna Value Opportunity VP                         $62      $86       $111      $239          $21      $65       $111      $239
Calvert Social Balanced Portfolio                  $62      $87       $111      $240          $21      $65       $111      $240
Fidelity VIP Equity-Income Portfolio               $60      $80       $100      $216          $19      $58       $100      $216
Fidelity VIP Growth Portfolio                      $61      $83       $105      $228          $20      $61       $105      $228
Fidelity VIP High Income Portfolio                 $61      $84       $106      $230          $20      $62       $106      $230
Fidelity VIP Overseas Portfolio                    $63      $90       $117      $252          $22      $68       $117      $252
Fidelity VIP II Asset Manager Portfolio            $61      $82       $103      $223          $19      $60       $103      $223
Fidelity VIP II Contrafund Portfolio               $61      $84       $106      $230          $20      $62       $106      $230
Fidelity VIP II Index 500 Portfolio                $57      $71       $ 84      $184          $16      $49       $ 84      $184
Janus Aspen Aggressive Growth Portfolio            $62      $85       $109      $235          $21      $63       $109      $235
Janus Aspen Balanced Portfolio                     $62      $87       $112      $242          $21      $66       $112      $242
Janus Aspen Flexible Income Portfolio              $62      $85       $108      $234          $20      $63       $108      $234
Janus Aspen Growth Portfolio                       $61      $83       $106      $229          $20      $62       $106      $229
Janus Aspen Worldwide Growth Portfolio             $62      $85       $108      $233          $20      $63       $108      $233
MFS Total Return Series                            $64      $92       $121      $260          $23      $71       $121      $260
MFS World Governments Series                       $64      $92       $121      $260          $23      $71       $121      $260
Oppenheimer Aggressive Growth Fund                 $61      $84       $107      $232          $20      $63       $107      $232
Oppenheimer Global Securities Fund                 $62      $85       $109      $235          $21      $63       $109      $235
Oppenheimer Growth & Income Fund                   $62      $87       $112      $242          $21      $66       $112      $242
Oppenheimer Strategic Bond Fund                    $62      $87       $112      $242          $21      $66       $112      $242
Portfolio Partners MFS Emerging Equities
 Portfolio                                         $62      $87       $111      $240          $21      $65       $111      $240
Portfolio Partners MFS Research Growth Portfolio   $63      $88       $113      $244          $21      $66       $113      $244
Portfolio Partners MFS Value Equity Portfolio      $63      $89       $116      $250          $22      $68       $116      $250
Portfolio Partners Scudder International Growth
 Portfolio                                         $64      $92       $121      $260          $23      $71       $121      $260
Portfolio Partners T. Rowe Price Growth Equity 
 Portfolio                                         $62      $85       $108      $234          $20      $63       $108      $234
</TABLE>

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


- --------------------------------------------------------------------------------
                                  FEE TABLE - 5
<PAGE>

                                   THE COMPANY
================================================================================

      Aetna Insurance Company of America (the "Company"), the depositor of
Variable Annuity Account I, is the issuer of the Contract, and as such, it is
responsible for providing the insurance and annuity benefits under the Contract.
The Company is a wholly owned subsidiary of Aetna Life Insurance and Annuity
Company ("ALIAC"). ALIAC is a wholly owned subsidiary of Aetna Retirement
Holdings, Inc., which is in turn a wholly owned subsidiary of Aetna Retirement
Services, Inc. and an indirect wholly owned subsidiary of Aetna Inc. The
Company's principal executive offices are located at 151 Farmington Avenue,
Hartford, Connecticut 06156.

                           VARIABLE ANNUITY ACCOUNT I
================================================================================

      The Company established Variable Annuity Account I (the "Separate
Account") in 1994 as a segregated asset account for the purpose of funding its
variable annuity contracts. The Separate Account is registered as a unit
investment trust under the Investment Company Act of 1940 (the "1940 Act"), and
meets the definition of "separate account" under federal securities laws. The
Separate Account is divided into "subaccounts" which do not invest directly in
stocks, bonds or other investments. Instead, each Subaccount buys and sells
shares of a corresponding Fund.

      Although the Company holds title to the assets of the Separate Account,
such assets are not chargeable with liabilities of any other business conducted
by the Company. Income, gains or losses of the Separate Account are credited to
or charged against the assets of the Separate Account without regard to other
income, gains or losses of the Company. All obligations arising under the
Contracts are obligations of the Company.

                               INVESTMENT OPTIONS
================================================================================

THE FUNDS

      Purchase Payments may be allocated to one or more of the Subaccounts as
designated on the Application. In turn, the Subaccounts invest in the
corresponding Funds at net asset value. The Company reserves the right to limit
the number of investment options selected during the Accumulation Period. At
this time there is no limit on the number of investment options selected during
the Accumulation Period, but the number of investment options that may be
selected at any one time by a Certificate Holder is limited to 18. Each
Subaccount and each Guaranteed Term of the same duration, or an investment in
the Fixed Account in certain Contracts where the Guaranteed Account is not
available, count as an option.

      The availability of Funds may be subject to regulatory authorization. In
addition, the Company may add or withdraw Funds, as permitted by applicable law.
Not all Funds may be available in all jurisdictions or under all Contracts.

      Subject to state regulatory approval, if the shares of any Fund should no
longer be available for investment by the Separate Account or if in the judgment
of the Company, further investment in such shares should become inappropriate in
view of the purpose of the Contract, we may cease to make such Fund shares
available for investment under the Contract prospectively. The Company may,
alternatively, substitute shares of another Fund for shares already acquired.
The Company reserves the right to substitute shares of another Fund for shares
already acquired without a proxy vote. Any elimination, substitution or addition
of Funds will be done in accordance with applicable state and federal securities
laws.

      The Funds are described in Appendix C of this prospectus. More detailed
information may be found in the current prospectus for each Fund offered. The
prospectus for the Fund should be read in conjunction with this Prospectus. A
free Fund prospectus is available upon request from the local Company office or
by writing or calling the number listed in the "Inquiries" section of the
Prospectus Summary.


- --------------------------------------------------------------------------------
                                       1
<PAGE>

      Risks Associated with Investment in the Funds. Some of the Funds may use
instruments known as derivatives as part of their investment strategies. The use
of certain derivatives may involve high risk of volatility to a Fund, and the
use of leverage in connection with such derivatives can also increase risk of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.

      More comprehensive information, including a discussion of potential
risks, is found in the current prospectus for each Fund. You should read the
Fund prospectuses and consider carefully, and on a continuing basis, which Fund
or combination of Funds is best suited to your long-term investment objectives.
Additional prospectuses and Statements of Additional Information for this
Prospectus and for each of the Funds can be obtained from the Company's Home
Office at the address and telephone number listed under the "Inquiries" section
of the Prospectus Summary.

      Conflicts of Interest (Mixed and Shared Funding). Shares of the Funds are
sold to each of the Subaccounts for funding the variable annuity contracts
issued by the Company. Shares of the Funds may also be sold to other insurance
companies for the same purpose. This is referred to as "shared funding." Shares
of the Funds may also be used for funding variable life insurance contracts
issued by the Company or by third parties. This is referred to as "mixed
funding."

      Because the Funds available under the Contract are sold to fund variable
annuity contracts and variable life insurance policies issued by us or by other
companies, certain conflicts of interest could arise. If a conflict of interest
were to occur, one of the separate accounts might withdraw its investment in a
Fund, which might force that Fund to sell portfolio securities at
disadvantageous prices, causing its per share value to decrease. Each Fund's
Board of Directors or Trustees has agreed to monitor events in order to identify
any material irreconcilable conflicts which might arise and to determine what
action, if any, should be taken to address such conflict

CREDITED INTEREST OPTION
      Purchase Payments may be allocated to the AICA Guaranteed Account (the
"Guaranteed Account"). Through the Guaranteed Account, we guarantee stipulated
rates of interest for stated periods of time. Amounts must remain in the
Guaranteed Account for specified periods to receive the quoted interest rates,
or a market value adjustment (which may be positive or negative) will be
applied. (See Appendix A.)

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 Appendix B.)

                                    PURCHASE
================================================================================

CONTRACT AVAILABILITY

      The Contracts are offered only in those states where the Contract has been
approved for sale in that state. The Contracts are offered as (1) nonqualified
deferred annuity contracts (we reserve the right to limit ownership of
nonqualified Contracts to natural persons); (2) Individual Retirement Annuities,
including Roth IRAs, other than "SIMPLE IRAs" as defined in Section 408(p) of
the Internal Revenue Code; or (3) Qualified Contracts used in conjunction with
certain employer sponsored retirement plans. Individual Retirement Annuities are
currently available as rollovers, and may permit ongoing contributions, subject
to state regulatory approval. Additionally, availability of the Qualified
Contracts described under item (3) is subject to approval by the Company and
state regulatory agencies. 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.


- --------------------------------------------------------------------------------
                                        2
<PAGE>

      Eligible persons seeking to invest and accumulate money for retirement can
purchase individual interests in group Contracts, or, where required by state
law, they may purchase individual Contracts. In most states, group Contracts are
offered to certain broker-dealers which have agreed to act as distributors of
the Contracts, and individual accounts are established by the Company for each
Certificate Holder. In some states, an individual Contract will be owned by the
Certificate Holder. In both cases, a Certificate Holder's interest in the
Contract is known as his or her "Account."

      The maximum issue age for the Annuitant is 90 (age 85 for those Contracts
issued in the state of Pennsylvania).

      Joint Certificate Holders. Nonqualified Contracts may be purchased by
spouses as joint Certificate Holders. In Pennsylvania, the joint Certificate
Holders do not need to be spouses. References to "Certificate Holders" in this
Prospectus mean both of the Certificate Holders on joint Accounts. Tax law
prohibits the purchase of Qualified Contracts by joint Certificate Holders.

PURCHASING INTERESTS IN THE CONTRACT
      Group Contracts. Groups will generally consist of those eligible
individuals who have established an account with a broker-dealer or bank which
has agreed to act as a Distributor for the Contracts. A group Contract is
issued to the group Contract Holder. Certificate Holders may purchase interests
in a group Contract by submitting an Application. Once the Application is
accepted a Certificate will be issued.

      Individual Contracts. Certain states will not allow a group Contract due
to provisions in their insurance laws. In those states, an eligible individual
will submit an Application and will be issued a Contract rather than a
Certificate.

      Regardless of whether you have purchased an interest in a group or an
individual Contract, the Company must accept or reject the Application within
two business days of receipt. If the Application is incomplete, the Company may
hold any forms and accompanying Purchase Payments for five days. Purchase
Payments may be held for longer periods only with the consent of the Certificate
Holder, pending acceptance of the Application. If the Application is rejected,
the Application and any Purchase Payments will be returned to the Certificate
Holder. 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.

PURCHASE PAYMENTS
      You may make Purchase Payments under the Contract in one lump sum,
through periodic payments or as a transfer from a pre-existing plan.

      The minimum initial Purchase Payment amount is $5,000 for Nonqualified
Contracts and $1,500 for Qualified Contracts. In some states, a Contract issued
as an Individual Retirement Annuity can accept only a lump sum, rollover
Purchase Payment. Additional Purchase Payments made to an existing Contract must
be at least $1,000, or at least $50 per month by electronic funds transfer, and
are subject to the terms and conditions published by us at the time of the
subsequent payment. A Purchase Payment of more than $1,000,000 will be allowed
only with the Company's consent. We also reserve the right to reject any
Purchase Payment to a prospective or existing Account without advance notice
(unless not allowed by state law).

      For Qualified Contracts the Code imposes a maximum limit on annual
Purchase Payments which may be excluded from a participant's gross income. (See
"Tax Status.")

      Allocation of Purchase Payments. Purchase Payments will initially be
allocated to the Subaccounts or the Guaranteed Account or the Fixed Account as
specified on the Application. Changes in such allocation may be made in writing
or by telephone transfer. Allocations must be in whole percentages, and there
may be limitations on the number of investment options that can be selected.
(See "Investment Options.")

CONTRACT RIGHTS
      Under individual Contracts, Certificate Holders have all Contract rights.
 

      Under group Contracts, the group Contract Holder has title to the Contract
and generally only the right to accept or reject any modifications to the
Contract. You have all other rights to your Account under the Contract. However,
under a Nonqualified Contract, if you and the Annuitant are not the same, and
the Annuitant dies first, your rights are automatically transferred to the
Beneficiary. (See "Death Benefit.")


- --------------------------------------------------------------------------------
                                        3
<PAGE>

      Joint Certificate Holders have equal rights under the Contract and with
respect to their Account. All rights under the Contract must be exercised by
both joint Certificate Holders with the exception of transfers among investment
options, which can be exercised by one joint Certificate Holder after the
Account has been established. See "Death Benefit" regarding the rights of the
surviving joint Certificate Holder upon the death of a joint Certificate Holder
prior to the Annuity Date.

DESIGNATIONS OF BENEFICIARY AND ANNUITANT
      You generally designate the Beneficiary under the Contract on the
Application. You may also elect to specify the form of payment to be made to
the Beneficiary.

      For Qualified Contracts issued in conjunction with a Code Section 403(b)
tax deferred annuity program subject to the Employee Retirement Income Security
Act (ERISA), the spouse of a married participant must be the Beneficiary of at
least 50% of the Account Value. If the married participant is age 35 or older,
the participant may name an alternate Beneficiary provided the participant
furnishes a waiver and spousal consent which meets the requirements of ERISA
Section 205. The participant on whose behalf the Account was established must be
the Annuitant.

      For Qualified Contracts issued as an Individual Retirement Annuity, the
Certificate Holder must be the Annuitant. For Nonqualified Contracts, the
Certificate Holder and the Annuitant may, but need not, be the same person. (See
"Purchase-Contract Availability.")

RIGHT TO CANCEL
      You may cancel the Contract or Certificate without penalty by returning it
to the Company with a written notice of your intent to cancel. In most states,
you have ten days to exercise this "free look" right; some states allow you
longer. Unless state law requires otherwise, the amount you will receive upon
cancellation will reflect the investment performance of the Subaccounts into
which your Purchase Payments were deposited. In some cases this may be more or
less than the amount of your Purchase Payments; therefore, you bear the entire
investment risk for amounts allocated among the Subaccounts during the free look
period. Under Contracts issued as Individual Retirement Annuities, you will
receive a refund of your Purchase Payment. Account Values will be determined as
of the Valuation Date on which we receive your request for cancellation at our
Home Office. 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.


- --------------------------------------------------------------------------------
                                        4
<PAGE>

                             CHARGES AND DEDUCTIONS
================================================================================

DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

      Mortality and Expense Risk Charge. The Company makes a daily deduction
from each of the Subaccounts for the mortality and expense risk charge. The
charge is equal, on an annual basis, to 1.10% of the daily net assets of the
Subaccounts and compensates the Company for the assumption of the mortality and
expense risks under the Contract The mortality risks are those assumed for our
promise to make lifetime payments according to annuity rates specified in the
Contract. The expense risk is the risk that the actual expenses for costs
incurred under the Contract will exceed the maximum costs that can be charged
under the Contract.

      In certain circumstances, the risk of adverse expense experience
associated with this Contract may be reduced. In such event, the mortality and
expense risk charge applicable to that Contract may likewise be reduced. Whether
such a reduction is available will be determined by the Company based upon
consideration of one of the following factors:

(1) the size and composition of the prospective group such as a group made up
    of active employees of the Company or its affiliates;

(2) the type and frequency of administrative and sales services provided; and

(3) the level of maintenance fee and deferred sales charges.

      Any reduction of the mortality and expense risk charge will not be
unfairly discriminatory against any person. We will make any reduction in the
mortality and expense risk charge according to our own rules in effect at the
time the Contract is issued. We reserve the right to change these rules from
time to time.

      If the amount deducted for mortality and expense risks is not sufficient
to cover the mortality costs and expense shortfalls, the loss is borne by the
Company. If the deduction is more than sufficient, the excess may be used to
recover distribution expenses relating to the Contracts and as a source of
profit to the Company. The Company expects to make a profit from the mortality
and expense risk charge.

      Administrative Charge. During the Accumulation Period, the Company makes a
daily deduction from each of the Subaccounts for an administrative charge. The
charge is equal, on an annual basis, to 0.15% of the daily net assets of the
Subaccounts and compensates the Company for administrative expenses that exceed
revenues from the maintenance fee described below. The charge is set at a level
which does not exceed the average expected cost of the administrative services
to be provided while the Contract is in force. The Company does not expect to
make a profit from this charge.

      During the Annuity Period, the Company reserves the right to make a
deduction for the administrative charge of an amount equal, on an annual basis,
to a maximum of 0.25% of the daily net assets of the Subaccounts. There is
currently no administrative charge during the Annuity Period. Once an Annuity
Option is elected, the charge will be established and will be effective during
the entire Annuity Period.

MAINTENANCE FEE
      During the Accumulation Period, the Company will deduct an annual
maintenance fee from the Account Value. The maintenance fee is to reimburse the
Company for some of its administrative expenses relating to the establishment
and maintenance of the Accounts.

      The maximum maintenance fee deducted under the Contract is $30. The
maintenance fee will be deducted annually on the anniversary of the Contract
effective date. It is deducted on a pro rata basis from each investment option
in which you have an interest. If your entire Account Value is withdrawn, the
full maintenance fee, if applicable, will be deducted at the time of withdrawal.
The maintenance fee will not be deducted (either annually or upon withdrawal) if
your Account Value is $50,000 or more on the day the maintenance fee is due.

DEFERRED SALES CHARGE
      Withdrawals of all or a portion of the Account Value may be subject to a
deferred sales charge. The deferred sales charge is a percentage of Purchase
Payments withdrawn from the Subaccounts and the Guaranteed Account 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


- --------------------------------------------------------------------------------
                                        5
<PAGE>

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 other than from a Roth IRA, 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.

CONTRACTS OTHER THAN ROTH IRAS

<TABLE>
<CAPTION>
- -------------------------------------------------
Years since receipt of            Deferred Sales
 Purchase Payment                Charge Deduction
- -----------------------------    ----------------
  <S>                                  <C>
  Less than 2                          7%
  2 or more but less than 4            6%
  4 or more but less than 5            5%
  5 or more but less than 6            4%
  6 or more but less than 7            3%
  7 or more                            0%
- -------------------------------------------------
</TABLE>

ROTH IRA CONTRACTS

<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>

      A deferred sales charge will not be deducted from any portion of a
Purchase Payment withdrawn if the withdrawal is:

[bullet] applied to provide Annuity benefits;

[bullet] paid to a Beneficiary due to the Annuitant's death before Annuity
         payments start, up to a maximum of the Purchase Payment(s) in the
         Account on the Annuitant's date of death;

[bullet] made due to the election of a Systematic Distribution Option (see
         "Systematic Distribution Options");

[bullet] if approved by your state, under a Qualified Contract when the amount
         withdrawn is equal to the minimum distribution required by the Code
         for this Contract calculated using a method permitted under the Code
         and agreed to by the Company;

[bullet] paid upon a full withdrawal where the Account Value is $2,500 or less
         and no amount has been withdrawn during the prior 12 months; or

[bullet] paid if we close out your Account when the value is less than $2,500
         (or other amount required by state law);

[bullet] if the withdrawal is applied as a rollover to certain Roth Individual
         Retirement Annuities issued by the Company or an affiliate.

      After the first Account Year, you may withdraw all or a portion of your
Purchase Payments without a deferred sales charge, provided that (1) such
withdrawal occurs within three years of the Annuitant's admission to a licensed
nursing care facility (including non-licensed facilities in New Hampshire) and
(2) the Annuitant has spent at least 45 consecutive days in such facility. This
waiver of deferred sales charge does not apply if the Annuitant is in a nursing
care facility at the time the Account is established. It will also not apply if
otherwise prohibited by state law.

      The Company does not anticipate that the deferred sales charge will cover
all sales and administrative expenses which it incurs in connection with the
Contract. The difference will be covered by the general assets of the Company
which are attributable, in part, to mortality and expense risk charges under the
Contract described above.

      Free Withdrawals. Subject to the restrictions described below, you may
withdraw up to the greater of 10% of your current Account Value or the minimum
distribution amount required by law during each calendar year without imposition
of a deferred sales charge. The free withdrawal amount will be based on the


- --------------------------------------------------------------------------------
                                        6
<PAGE>

Account Value calculated on the Valuation Date next following our receipt of
your request for withdrawal and will be adjusted for amounts requested for
distribution under a Systematic Distribution Option, during the calendar year.
If your withdrawal exceeds the applicable free withdrawal allowance, we will
deduct a deferred sales charge on the excess amount. (See Appendix A for a
discussion of withdrawals from the Guaranteed Account.)

FUND EXPENSES
      Each Fund incurs certain expenses which are paid out of its net assets.
These expenses include, among other things, the investment advisory or
"management" fee. The expenses of the Funds are set forth in the Fee Table in
this Prospectus and described more fully in the accompanying Fund prospectuses.
 

PREMIUM AND OTHER TAXES
      Several states and municipalities currently impose a premium tax on
Annuities. These taxes currently range from 0% to 4%. Ordinarily, any applicable
state premium tax will be deducted from the Account Value when it is applied to
an Annuity Option. However, we reserve the right to deduct state premium tax
from the Purchase Payment(s) or from the Account Values at any time, but no
earlier than when we have a tax liability under state law.

      Any municipal premium tax assessed at a rate in excess of 1% will be
deducted from the Purchase Payment(s) or from the amount applied to an Annuity
Option based on our determination of when such tax is due. We will absorb any
municipal premium tax which is assessed at 1% or less. We reserve the right,
however, to reflect this added expense in our Annuity purchase rates for
residents of such municipalities.


                               CONTRACT VALUATION
================================================================================

ACCOUNT VALUE

      Until the Annuity Date, the Account Value is the total dollar value of
amounts held in the Account as of any Valuation Date. The Account Value at any
given time is based on the value of the units held in each Subaccount, plus the
value of amounts held in the Guaranteed Account or Fixed Account.

ACCUMULATION UNITS
      The value of your interests in a Subaccount is expressed as the number of
"Accumulation Units" that you hold multiplied by an "Accumulation Unit Value"
(or "AUV") for each unit. The AUV on any Valuation Date is determined by
multiplying the value on the immediately preceding Valuation Date by the net
investment factor of that Subaccount for the period between the immediately
preceding Valuation Date and the current Valuation Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value will be affected by the investment
performance, expenses and charges of the applicable Fund and is reduced each day
by a percentage that accounts for the daily assessment of mortality and expense
risk charges and the administrative charge.

      Initial Purchase Payments will be credited to your Account at the AUV next
computed following our acceptance of the Application as described under
"Purchasing Interests in the Contract." Each subsequent Purchase Payment (or
amount transferred) received by the Company by the close of business of the New
York Stock Exchange will be credited to your Account at the AUV next computed
following our receipt of your payment or transfer request. The value of an
Accumulation Unit may increase or decrease.

NET INVESTMENT FACTOR
      The net investment factor is used to measure the investment performance
of a Subaccount from one Valuation Date to the next. The net investment factor
for a Subaccount for any valuation period is equal to the sum of 1.0000 plus
the net investment rate. The net investment rate equals:

      (a) the net assets of the Fund held by the Subaccount on the current
          Valuation Date, minus

      (b) the net assets of the Fund held by the Subaccount on the preceding
          Valuation Date, plus or minus


- --------------------------------------------------------------------------------
                                        7
<PAGE>

      (c) taxes or provisions for taxes, if any, attributable to the operation
          of the Subaccount;

      (d) divided by the total value of the Subaccount's Accumulation and
          Annuity Units on the preceding Valuation Date;

      (e) minus a daily charge at the annual effective rate of a maximum of
          1.10% for mortality and expense risks and an administrative charge
          of 0.15% during the Accumulation Period and up to 0.25% during the
          Annuity Period (currently 0% during the Annuity Period).

      The net investment rate may be either positive or negative.

                                    TRANSFERS
================================================================================

      At any time prior to the Annuity Date, you can transfer amounts held under
your Account among the investment options available subject to certain
limitations. (See "Investment Options.") Transfers from the Guaranteed Account
may be subject to certain restrictions and to a market value adjustment. (See
Appendix A.) 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 If
approved by your state, during the Annuity Period, if you have elected a
variable Annuity, you can make transfers only among the Subaccounts available
during the Annuity Period. (See "Annuity Options.") A request for transfer can
be made either in writing or by telephone. (See "Telephone Transfers" below.)
All transfers must be in accordance with the terms of the Contract. Any transfer
will be based on the Accumulation Unit Value next determined after the Company
receives a valid transfer request at its Home Office.

      During the Accumulation Period, twelve free transfers are allowed per
calendar year. Thereafter, the Company reserves the right to charge up to $10
for each additional transfer. This charge will be deducted from the gross amount
of the transfer. The Company currently does not impose this charge. Currently,
during the Annuity Period, four transfers are allowed each calendar year.

TELEPHONE TRANSFERS
      You automatically have the right to make transfers among Funds by
telephone. We have enacted procedures to prevent abuses of Account transactions
by telephone, including requiring the use of a personal identification number
(PIN) to execute transactions. You are responsible for safeguarding your PIN,
and for keeping Account information confidential. Although the Company's failure
to follow reasonable procedures may result in the Company's liability for any
losses due to unauthorized or fraudulent telephone transfers, the Company will
not be liable for following instructions communicated by telephone which it
reasonably believes to be genuine. Any losses incurred pursuant to actions taken
by the Company in reliance on telephone instructions reasonably believed to be
genuine shall be borne by you. To ensure authenticity, we record calls on the
800 line.

DOLLAR COST AVERAGING PROGRAM
      You may establish automated transfers of Account Values on a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program. Dollar cost
averaging is a system for investing a fixed amount of money at regular intervals
over a period of time. The Dollar Cost Averaging Program permits the transfer of
amounts from any of the variable funding options and an available Guaranteed
Term or Fixed Account subject to the Company's terms and conditions to any of
the Subaccounts. A market value adjustment will not be applied to dollar cost
averaging transfers from any such Guaranteed Term during participation in the
Dollar Cost Averaging Program. If dollar cost averaging from a Guaranteed Term
is discontinued, the Company will automatically transfer the balance remaining
in the Guaranteed Term from which dollar cost averaging is withdrawn to a
Guaranteed Term of the same duration unless the Certificate Holder initiates a
transfer to another investment option. In either case, a market value adjustment
will apply. 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 Money Market VP Subaccount. There is no additional charge for the
Dollar Cost Averaging Program. (See Appendix A for a discussion of the
restrictions and features attributable to the Guaranteed Account.)


- --------------------------------------------------------------------------------
                                        8
<PAGE>

      Dollar cost averaging does not ensure a profit nor guarantee against loss
in a declining market. You should consider your financial ability to continue
purchases through periods of low price levels. For additional information,
please refer to the "Inquiries" section of the Prospectus Summary, which
describes how you can obtain further information.

      The Dollar Cost Averaging Program is not available to individuals who have
elected the Account Rebalancing Program.

ACCOUNT REBALANCING PROGRAM
      The Account Rebalancing Program allows you to have portions of your
Account Value automatically reallocated annually to a specified percentage or at
other more frequent intervals as allowed by the Company under the program. Only
Account Values accumulating in the Subaccounts can be rebalanced. You may
participate in this program by completing the Account Rebalancing section of the
Application, or by sending a written request to the Company at its Home Office.
The Account Rebalancing Program does not ensure a profit nor guarantee against
loss in a declining market.

      The Account Rebalancing Program is not available to Certificate Holders
who have elected the Dollar Cost Averaging Program.

                                  WITHDRAWALS
================================================================================

      All or a portion of your Account Value may be withdrawn at any time during
the Accumulation Period. Withdrawal restrictions applicable under Section 403(b)
Contracts are described below. To request a withdrawal, you must properly
complete a disbursement form and send it to our Home Office. Payments for
withdrawal requests will be made in accordance with Securities and Exchange
Commission requirements, but normally not later than seven calendar days
following our receipt of a disbursement form. Withdrawals may be subject to a
deferred sales charge (see "Charges and Deductions") and to taxes and to tax
penalties (see "Tax Status"). Roth IRAs provide for a tax-free withdrawal of all
assets in the Account, 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.

      Withdrawals may be requested in one of the following forms:

[bullet] Full Withdrawal of an Account: The amount paid for a full withdrawal
         will be the Adjusted Account Value minus any applicable deferred sales
         charge and maintenance fee due.

[bullet] Partial Withdrawals: (Percentage): The amount paid will be the
         percentage of the Adjusted Account Value requested minus any
         applicable deferred sales charge.

[bullet] Partial Withdrawals: (Specified Dollar Amount): The amount paid will
         be the dollar amount requested. However, the amount withdrawn from
         your Account will equal the amount you request plus any applicable
         deferred sales charge and plus or minus any applicable market value
         adjustment. For any partial withdrawal, the value of the Accumulation
         Units canceled will be withdrawn proportionately from the Guaranteed
         Account, Fixed Account or each Subaccount in which your Account is
         invested, unless you request otherwise in writing. All amounts paid
         will be based on your Account Value as of the next Valuation Date
         after we receive a request for withdrawal at our Home Office, or on
         such later date as the disbursement form may specify.

[bullet] The tax treatment of withdrawals from each Nonqualified Contract may
         be affected if you own other annuity contracts issued by us (or our
         affiliates) that were purchased after October 21, 1988. (See "Tax
         Status.")

      Withdrawal Restrictions from 403(b) Plans. Under Section 403(b) Contracts,
the withdrawal of salary reduction contributions and earnings on such
contributions is generally prohibited prior to the participant's death,
disability, attainment of age 59-1/2, separation from service or financial
hardship. (See "Tax Status.")

      Reinstatement Privilege Following Withdrawal. You may elect to reinstate
all or a portion of the proceeds received from the full withdrawal of your
Account within 30 days after the withdrawal. Reinvested amounts must be received
by the Company within 60 days of the withdrawal. Accumulation Units will be
credited to your


- --------------------------------------------------------------------------------
                                        9
<PAGE>

Account for the amount reinstated, as well as for any maintenance fee charged
and any portion of any deferred sales charge imposed at the time of withdrawal.
However, any aggregate negative market value adjustment made to the Guaranteed
Account will not be credited. Reinstated amounts will be reallocated to
applicable investment options in the same proportion as they were allocated at
the time of withdrawal.

      The number of Accumulation Units credited will be based upon the
Accumulation Unit Value(s) next computed following receipt at our Home Office of
the reinstatement request along with the amount to be reinstated. Any
maintenance fee which falls due after the withdrawal and before the
reinstatement will be deducted from the amount reinstated. The reinstatement
privilege may be used only once and does not apply to Certificate Holder's
Accounts that we close out as described in Section entitled "Involuntary
Terminations." If you are contemplating reinstatement, you should seek competent
advice regarding the tax consequences associated with this type of a
transaction.

                         SYSTEMATIC DISTRIBUTION OPTIONS
================================================================================

      The Company offers certain withdrawal options under the Contract that are
not considered Annuity Options ("Systematic Distribution Options"). To exercise
these options, your Account Value must meet the minimum dollar amount and age
criteria applicable to that option.

      The Systematic Distribution Options currently available under the Contract
include the following:

[bullet] SWO--Systematic Withdrawal Option. SWO is a series of partial
         withdrawals from your Account based on a payment method you select. It
         is designed for those who want a periodic income while retaining
         investment flexibility for amounts accumulated under a Contract.

[bullet] ECO--Estate Conservation Option. ECO offers the same investment
         flexibility as SWO but is designed for those who want to receive only
         the minimum distribution that the Code requires each year. ECO is
         available only under Qualified Contracts. Under ECO, the Company
         calculates the minimum distribution amount required by law, and pays
         you that amount once a year. (See "Tax Status.")

      Other Systematic Distribution Options may be added from time to time.
Additional information relating to any of the Systematic Distribution Options
may be obtained from your local representative or from the Company at its Home
Office.

      ECO is not available under the Roth IRA Contract.

      If you select one of the Systematic Distribution Options, you will retain
all of the rights and flexibility permitted under the Contract during the
Accumulation Period. Your Account Value will continue to be subject to the
charges and deductions described in this Prospectus. Taking a withdrawal under
one of these Systematic Distribution Options may have tax consequences. Any
person concerned about tax implications should consult a competent tax advisor
prior to electing an option.

      Once you elect a Systematic Distribution Option, you may revoke it any
time by submitting a written request to our Home Office. Once an option is
revoked, it may not be elected again for three years, nor may any other
Systematic Distribution Option be elected unless permitted by the Code. The
Company reserves the right to discontinue the availability of one or all of
these Systematic Distribution Options for new elections at any time, and/or to
change the terms of future elections.


- --------------------------------------------------------------------------------
                                       10
<PAGE>

                    DEATH BENEFIT DURING ACCUMULATION PERIOD
================================================================================

      A death benefit will be payable to the Beneficiary(ies) if the Certificate
Holder or the Annuitant dies before Annuity payments have commenced. Upon the
death of a joint Certificate Holder prior to the Annuity Date, the surviving
Certificate Holder, if any, will become the designated Beneficiary. Any other
Beneficiary designation on record with the Company at the time of death will be
treated as a contingent Beneficiary.

DEATH BENEFIT AMOUNT
      If approved by your state, upon the death of the Annuitant, the death
benefit proceeds will be the greater of:

(1) The minimum guaranteed death benefit (described below) as of the date of
    death, plus any Purchase Payments made, and less any amount(s)
    surrendered, applied to an Annuity option or deducted from the Account,
    since the minimum guaranteed death benefit was determined, or

(2) The Account Value on the Claim Date.

      The minimum guaranteed death benefit is determined as follows: On the
effective date of the Contract ("Effective Date"), the minimum guaranteed death
benefit equals the amount of the initial Purchase Payment. On each Effective
Date anniversary before the Annuitant reaches age 85, the minimum guaranteed
death benefit is the greater of:

(1) The prior minimum guaranteed death benefit, plus any Purchase Payments
    made, and less any amount(s) surrendered, applied to an Annuity option or
    deducted from the Account, since the minimum guaranteed death benefit was
    previously determined, or

(2) The Account Value on the Effective Date anniversary.

      After the Annuitant reaches age 85 the minimum guaranteed death benefit is
equal to the minimum guaranteed death benefit determined on the Effective Date
anniversary immediately preceding the date the Annuitant attained age 85 plus
any Purchase Payments made, and less any amounts surrendered, applied to an
Annuity option or deducted from the Account.

      On the Claim Date, if the minimum guaranteed death benefit is greater than
the Account Value, the amount by which the minimum guaranteed death benefit
exceeds the Account Value is allocated to the Aetna Money Market VP Subaccount.
The Beneficiary may elect a death benefit option as permitted unless the
Certificate Holder has specified the form of payment to the Beneficiary.

      Under Nonqualified Contracts only, if the Certificate Holder is not the
Annuitant and dies, the minimum guaranteed death benefit will not apply. The
amount paid on account of the death benefit of the Certificate Holder will be
equal to the Adjusted Account Value on the Claim Date. Full or partial
withdrawals may be subject to a deferred sales charge. The Beneficiary may elect
a death benefit option available under the Contract unless the Certificate
Holder has specified the form of payment to the Beneficiary.

      If a spousal Beneficiary continued the Account at the death of the
Certificate Holder who was also the Annuitant, the spousal Beneficiary will
become the Annuitant and the minimum guaranteed death benefit will also apply at
the death of the spousal Beneficiary. The initial minimum guaranteed death
benefit equals the Account Value as adjusted for any minimum guaranteed death
benefit payable at the death of the original Certificate Holder/Annuitant.
Thereafter, the minimum guaranteed death benefit is determined as above.

      If the spousal Beneficiary continued the Account at the death of the
Certificate Holder who was not also the Annuitant, the Annuitant will not change
and the amount of death benefit proceeds payable upon the spousal Beneficiary's
death will be equal to the Adjusted Account Value on the Claim Date, less any
deferred sales charge.

      If the death benefit described above has not been approved by your state,
the following death benefit shall apply: Upon the death of the Annuitant, the
guaranteed death benefit proceeds will be the greatest of:

(1) the total Purchase Payment(s) applied to the Account, minus the sum of all
    amounts withdrawn, annuitized or deducted from such Account;


- --------------------------------------------------------------------------------
                                       11
<PAGE>

(2) the highest step-up value as of the date of death. The step-up value is
    determined on each anniversary of the Effective Date, up to the
    Annuitant's 75th birthday. Each step-up value is calculated as the Account
    Value on the Effective Date anniversary, increased by Purchase Payments
    applied, and decreased by partial withdrawals, annuitizations and
    deductions taken from the Account since the Effective Date anniversary; or
      

(3) the Account Value as of the date of death.

      The excess, if any, of the guaranteed death benefit value over the Account
Value is determined as of the date of death. Any excess amount will be deposited
and allocated to the Aetna Money Market VP Subaccount. The Account Value on the
claim date plus any excess amount deposited into the Account becomes the
Certificate Holder's Account Value. The death benefit paid will equal the
Account Value when request for payment is made and no deferred sales charge
applies.

      Under Nonqualified Contracts only, if the Certificate Holder is not the
Annuitant and dies, the guaranteed death benefit will not apply. The amount of
death benefit proceeds, will be equal to the Adjusted Account Value on the Claim
Date. Full or partial withdrawals may be subject to a deferred sales charge. If
the spousal Beneficiary continued the Account after the death of the Certificate
Holder who was the Annuitant, the amount of the death benefit proceeds payable
upon the spousal Beneficiary's death will be equal to the Adjusted Account Value
on the Claim Date, less any deferred sales charge applicable to any Purchase
Payments made since the death of the Certificate Holder/Annuitant.

      If the spousal Beneficiary continued the Account after the death of the
Certificate Holder who was not the Annuitant, the amount of the death benefit
proceeds payable upon the spousal Beneficiary's death will be equal to the
Adjusted Account Value on the Claim Date. Full or partial withdrawals may be
subject to a deferred sales charge in accordance with the usual rules regarding
the deferred sales charge. (See "Deferred Sales Charge.") If this provision was
not approved in your state, the deferred sales charge will apply only to
Purchase Payments made since the death of the Certificate Holder. For amounts
held in the Guaranteed Account, see Appendix A for a discussion of the
calculation of death benefit proceeds.

DEATH BENEFIT PAYMENT OPTIONS
      Death benefit proceeds may be paid to the Beneficiary as described below.
If you die and no Beneficiary exists, the death benefit will be paid in a lump
sum to your estate. Prior to any election by the Beneficiary, the Account Value
will remain in the Account and the Account Value will continue to be affected by
the investment performance of the investment option(s) selected. The Beneficiary
has the right to allocate or transfer any amount to any available investment
option (subject to a market value adjustment, as applicable). The Code requires
that distributions begin within a certain time period, as described below. If no
elections are made, no distributions will be made. Failure to commence
distributions within those time periods can result in tax penalties.

      Nonqualified Contracts. Under a Nonqualified Contract, if you die, and the
Beneficiary is your surviving spouse, or if you are a nonnatural person and the
Annuitant dies, and the Beneficiary is the Annuitant's surviving spouse, he or
she automatically becomes the successor Certificate Holder. The successor
Certificate Holder may exercise all rights under the Account and (1) continue in
the Accumulation Period; (2) elect to apply some or all of the Adjusted Account
Value to any of the Annuity Options; or (3) receive at any time a lump sum
payment equal to all or a portion of the Adjusted Account Value. If you die and
you are not the Annuitant, any applicable deferred sales charge will be applied
if a lump sum is elected. Under the Code, distributions are not required until
the successor Certificate Holder's death. If you die and the Beneficiary is not
your surviving spouse, he or she may elect option (2) or (3) above. According to
the Code, any portion of the Adjusted Account Value not distributed in
installments over the life or life expectancy beginning within one year of your
death, must be paid within five years of your death. (See "Tax Status of the
Contract.")

      If you are a natural person but not the Annuitant and the Annuitant dies,
the Beneficiary may elect to apply the Adjusted Account Value to an Annuity
Option within 60 days or to receive a lump sum payment equal to the Adjusted
Account Value, subject to state regulatory approval. If the Beneficiary does not
elect an Annuity Option within 60 days of the date of death, the gain, if any,
will be includable in the Beneficiary's income in the year the Annuitant dies.


- --------------------------------------------------------------------------------
                                       12
<PAGE>

      If SWO is in effect, payments will cease at the Certificate Holder's or
Annuitant's death. A Beneficiary, however, may elect to continue SWO.

      Qualified Contracts. Under a Qualified Contract, the death benefit is paid
at the death of the participant, who is the Annuitant under the Contract. The
Beneficiary has the following options: (1) apply some or all of the Adjusted
Account Value to any of the Annuity Options, subject to the distribution rules
in Code Section 401(a)(9), or (2) receive at any time a lump sum payment equal
to all or a portion of the Adjusted Account Value.

      If ECO or SWO is in effect and the participant dies before the required
beginning date for minimum distributions, payments will cease. A Beneficiary, or
the Certificate Holder on behalf of a plan Beneficiary, may elect ECO or SWO
provided the election would satisfy the Code minimum distribution rules.

      If ECO or SWO is in effect and the participant dies after the required
beginning date for minimum distributions, payments will continue as permitted
under the Code minimum distribution rules, unless the option is revoked.

      Death benefit payments must satisfy the distribution rules in Code Section
401(a)(9). (See "Tax Status of the Contract.")

                                 ANNUITY PERIOD
================================================================================

ANNUITY PERIOD ELECTIONS

      You must notify us in writing of the date you want Annuity Payments to
start (the "Annuity Date") and the Annuity Option elected. Payments may not
begin earlier than one year after purchase, or, unless we consent, later than
the later of (a) the first day of the month following the Annuitant's 85th
birthday, or (b) the tenth anniversary of the last Purchase Payment (fifth
anniversary for Contracts issued in Pennsylvania).

      Annuity Payments will not begin until you have selected an Annuity Date
and an Annuity Option. Until a date and option are elected, the Account will
continue in the Accumulation Period.

      As of January 1, 1997, the Code generally requires that for Qualified
Contracts, other than for IRAs and for five-percent owners in other Qualified
Contracts, minimum annual distributions of the Account Value begin by April 1st
of the calendar year following the calendar year in which a participant attains
age 70-1/2 or retires, whichever occurs later. For IRA depositors and for
five-percent owners, minimum distributions must begin by April 1 of the calendar
year following the calendar year in which the participant attains age 70-1/2. In
addition, distributions must be in a form and amount sufficient to satisfy the
Code requirements. These requirements may be satisfied by the election of
certain Annuity Options or Systematic Distribution Options. (See "Tax Status.")
For Nonqualified Contracts, failure to select an Annuity Option and an Annuity
Date, or postponement of the Annuity Date past the Annuitant's 85th birthday or
tenth anniversary of your last Purchase Payment may have adverse tax
consequences. You should consult with a qualified tax adviser if you are
considering such a course of action.

      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.

      At least 30 days prior to the Annuity Date, you must notify us in writing
of the following:

[bullet] the date on which you would like Annuity Payments to begin;

[bullet] the Annuity Option under which you want payments to be calculated and
         paid;

[bullet] whether the payments are to be made monthly, quarterly, semi-annually
         or annually; and

[bullet] the investment option(s) used to provide Annuity Payments (i.e., a
         fixed Annuity using the general account or a variable Annuity using
         any of the Subaccounts available at the time of annuitization or a
         combination of the two). ("See Annuity Options.")


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                                       13
<PAGE>

      Once Annuity Payments begin, the Annuity Option may not be changed.

PARTIAL ANNUITIZATION
      You may elect an Annuity Option with respect to a portion of your Account
Value, while leaving the remaining portion of your Account Value invested in the
Accumulation Period. The Code and the regulations do not specifically address
the tax treatment applicable to payments provided in this way. Whether such
payments are taxable as annuity payments or as withdrawals is currently unclear;
therefore, you should consult with a qualified tax adviser if you are
considering a partial annuitization of your Account.

ANNUITY OPTIONS
      The Certificate Holder may choose one of the following Annuity Options:

Lifetime Annuity Options:

[bullet]  Option 1--Life Annuity--An annuity with payments ending on the
          Annuitant's death.

[bullet]  Option 2--Life Annuity with Guaranteed Payments-- An annuity with
          payments guaranteed for 5-30 years.

*[bullet] Option 3--Life Annuity with Cash Refund Feature-- An annuity with a
          cash refund feature. Payments are guaranteed for the amount applied to
          the Annuity Option. If the Annuitant dies before the amount applied to
          the Annuity Option (less any applicable premium tax) has been paid,
          any remaining balance will be paid in one sum to the Beneficiary. This
          option is available only when all payments are as a fixed Annuity.

[bullet]  Option 4--Life Annuity Based Upon the Lives of Two Annuitants--An
          annuity paid during the lives of the Annuitant and a second Annuitant.
          The Certificate Holder selects an Annuity with 100%, 66-2/3% or 50% of
          the payment to continue after the first death, or an Annuity with 100%
          of the payment to continue at the death of the second Annuitant and
          50% of the payment to continue at the death of the Annuitant.

[bullet]  Option 5--Life Annuity Based Upon the Lives of Two Annuitants with
          Guaranteed Payments--An Annuity with Payments for a minimum of 5-30
          years, with 100% of the payment to continue after the first death.

*[bullet] Option 6--Life Annuity Based Upon the Lives of Two Annuitants with a
          Cash Refund Feature--An Annuity with 100% of the payment to continue
          after the first death with a cash refund feature. Payments are
          guaranteed for the amount applied to the Annuity Option. If both
          Annuitants die prior to the total payment of the amount applied to the
          Annuity Option (less any premium tax), any remaining balance will be
          paid in one sum to the Beneficiary. This option is available only when
          all payments are as a fixed Annuity.

*(If approved by your state)

      If Option 1 or 4 is elected, it is possible that only one Annuity Payment
will be made if the Annuitant under Option 1, or the surviving Annuitant under
Option 4, should die prior to the due date of the second Annuity Payment. Once
lifetime Annuity payments begin, the Certificate Holder cannot elect to receive
a lump-sum settlement.

Nonlifetime Annuity Option:
      Under the nonlifetime option, payments may be made for generally 5-30
years, as selected by the Certificate Holder. If this option is elected as a
variable Annuity, the Certificate Holder may request that the present value of
all or any portion of the remaining variable payments be paid in one sum.
However, any lump-sum elected before three years of payments have been completed
will be treated as a withdrawal during the Accumulation Period and any
applicable deferred sales charge will be assessed. (See "Charges and
Deductions--Deferred Sales Charge.") If the nonlifetime option is elected on a
fixed basis, you cannot elect to receive a lump-sum settlement.

      We may also offer additional Annuity Options under your Contract from time
to time. You can call the number listed in the "Inquiries" section of the
Prospectus Summary, to determine which options are available and the terms of
such options. Additional or enhanced options may not be made available to those
already receiving Annuity payments.

ANNUITY PAYMENTS
      Date Payments Start. When payments start, the age of the Annuitant plus
the number of years for which payments are guaranteed must not exceed 95. For
Qualified Contracts only, Annuity Payments may not extend beyond (a) the life of
the Annuitant, (b) the joint lives of the Annuitant and Beneficiary, (c) a
period certain greater than the Annuitant's life expectancy, or (d) a period
certain greater than the joint life expectancies of the Annuitant and
Beneficiary.


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                                       14
<PAGE>

      Amount of Each Annuity Payment. The amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts (some options
require that all payments be made on a fixed basis). No election may be made
that would result in the first Annuity Payment of less than $50, or total yearly
Annuity Payments of less than $250 (less if required by state law). If the
Account Value on the Annuity Date is insufficient to elect an option for the
minimum amount specified, a lump-sum payment must be elected. We reserve the
right to increase the minimum first Annuity Payment amount and the minimum
annual Annuity Payment amount based on increases reflected in the Consumer Price
Index-Urban (CPI-U), since July 1, 1993.

      If Annuity Payments are to be made on a variable basis, the first and
subsequent payments will vary depending on the assumed net investment rate
selected (3-1/2% or 5% per annum). Selection of a 5% rate causes a higher first
payment, but Annuity Payments will increase thereafter only to the extent that
the net investment rate exceeds 5% on an annualized basis. Annuity Payments
would decline if the rate were below 5%. Use of the 3-1/2% assumed rate causes a
lower first payment, but subsequent payments would increase more rapidly or
decline more slowly as changes occur in the net investment rate. (See the
Statement of Additional Information for further discussion on the impact of
selecting an assumed net investment rate.)

CHARGES DEDUCTED DURING THE ANNUITY PERIOD
      We make a daily deduction for mortality and expense risks from any amounts
held on a variable basis. Therefore, electing the nonlifetime option on a
variable basis will result in a deduction being made even though we assume no
mortality risk. We may also deduct a daily administrative charge from amounts
held under the variable options. This charge, established when a variable
Annuity Option is elected, will not exceed 0.25% per year of amounts held on a
variable basis. Once established, the charge will be effective during the entire
Annuity Period. (See "Charges and Deductions.")

DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD
      The death benefit, if any, due when the Annuitant dies after Annuity
Payments have begun, will depend on the terms of the Contract and the Annuity
Option selected. If Option 1 or Option 4 was elected, Annuity Payments will
cease on the death of the Annuitant under Option 1 or the death of the surviving
Annuitant under Option 4.

      If Lifetime Option 2 or Option 5 was elected and the death of the
Annuitant under Option 2, or the surviving Annuitant under Option 5, occurs
prior to the end of the guaranteed minimum payment period, we will continue
payments to the Beneficiary unless the Beneficiary elects a lump sum, provided
the Certificate Holder has not prohibited such an election in the Beneficiary
designation.

      If the nonlifetime option was elected, and the Annuitant dies before all
payments are made, remaining payments will be paid to the Beneficiary unless the
Beneficiary elects a lump sum, provided the Certificate Holder has not
prohibited such an election in the Beneficiary designation.

      When the Annuitant dies after Annuity Payments have begun and if there is
a death benefit payable under the Annuity option elected, the remaining value
must be distributed to the Beneficiary at least as rapidly as under the original
method of distribution.

      Any lump-sum payment paid under the applicable lifetime or nonlifetime
Annuity options will be made within seven calendar days after acceptable proof
of death, and a request for payment are received at our Home Office. The value
of any death benefit proceeds will be determined as of the next Valuation Date
after we receive acceptable proof of death and a request for payment. Under
Options 2 and 5, such value will be reduced by any payments made after the date
of death.

                                   TAX STATUS
================================================================================

INTRODUCTION

      The following provides a general discussion and is not intended as tax
advice. This discussion reflects the Company's understanding of current federal
income tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective prior to the date of the change).
In addition, this discussion does not cover the potential application of federal
estate and gift tax laws, or state, local or any


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                                       15
<PAGE>

other tax law. The Company makes no guarantee regarding the tax treatment of
any contract or transaction involving a Contract.

      The Contract may be purchased on a non-tax qualified basis ("Nonqualified
Contract") or purchased and used in connection with certain retirement
arrangements entitled to special income tax treatment under Sections 403(b),
408(b) or 408A of the Code ("Qualified Contracts"). The ultimate effect of
federal income taxes on the amounts held under a Contract, on Annuity payments,
and on the economic benefit to the Contract Holder, Certificate Holder or
Beneficiary may depend upon the tax status of the individual concerned. Any
person concerned about these tax implications should consult a competent tax
adviser before initiating any transaction.

TAXATION OF THE COMPANY
      The Company is taxed as a life insurance company under the Code. Since the
Separate Account is not an entity separate from the Company, it will not be
taxed separately as a "regulated investment company" under the Code. Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that the Separate Account investment income and realized net capital gains will
not be taxed to the extent that such income and gains are applied to increase
the reserves under the Contracts.

      Accordingly, the Company does not anticipate that it will incur any
federal income tax liability attributable to the Separate Account and,
therefore, the Company does not intend to make provisions for any such taxes.
However, if changes in the federal tax laws or interpretation thereof result in
the Company being taxed on income or gains attributable to the Separate Account,
then the Company may impose a charge against the Separate Account (with respect
to some or all Contracts) in order to set aside provisions to pay such taxes.

TAX STATUS OF THE CONTRACT
      Diversification. Section 817(h) of the Code requires that with respect to
Nonqualified Contracts, the investments of the Funds be "adequately diversified"
in accordance with Treasury Regulations in order for the Contracts to qualify as
annuity contracts under federal tax law. The Separate Account, through the
Funds, intends to comply with the diversification requirements prescribed by the
Treasury in Reg. Sec. 1.817-5, which affects how the Funds' assets may be
invested.

      In addition, in certain circumstances, owners of variable annuity
contracts may be considered the owners, for federal income tax purposes, of the
assets of the separate accounts used to support their contracts. In these
circumstances, income and gains from the separate account assets would be
includible in the variable contract owner's gross income. The IRS has stated in
published rulings that a variable contract owner will be considered the owner of
separate account assets if the owner possesses incidents of investment control
over the assets. The ownership rights under the contract are similar to, but
different in certain respects from those described by the IRS in rulings in
which it was determined that owners were not owners of separate account assets.
For example, a Certificate Holder has additional flexibility in allocating
premium payments and account values. In addition, the number of funds provided
under the Contract is significantly greater than the number of funds offered in
contracts on which rulings have been issued. These differences could result in a
Certificate Holder being treated as the owner of a pro rata portion of the
assets of the Separate Account. The Company reserves the right to modify the
Contract as necessary to attempt to prevent a Certificate Holder from being
considered the owner of a pro rata share of the assets of the Separate Account.

      Required Distributions--Nonqualified Contracts: In order to be treated as
an annuity contract for federal income tax purposes, Section 72(s) of the Code
requires Nonqualified Contracts to provide that (a) if any Certificate Holder
dies on or after the Annuity Date but prior to the time the entire interest in
the Contract has been distributed, the remaining portion of such interest will
be distributed at least as rapidly as under the method of distribution in effect
at the time of the Certificate Holder's death, and (b) if any Certificate Holder
dies prior to the Annuity Date, the entire interest in the Contract will be
distributed within five years after the date of such Certificate Holder's death.
These requirements will be considered satisfied as to any portion of a
Certificate Holder's interest which is payable to or for the benefit of a
"designated beneficiary" and which is distributed over the life of such
"designated beneficiary" or over a period not extending beyond the life
expectancy of that beneficiary, provided that such distributions begin within
one year of the Certificate Holder's death. The


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                                       16
<PAGE>

"designated beneficiary" refers to a natural person designated by the
Certificate Holder as a Beneficiary and to whom ownership of the contract
passes by reason of death. However, if the "designated beneficiary" is the
surviving spouse of the deceased Certificate Holder, the Account may be
continued with the surviving spouse as the new Certificate Holder. If the
Certificate Holder is a non-natural person, the surviving spouse who is the
"designated beneficiary" of the deceased Annuitant may continue the Account.

      If the Certificate Holder is a natural person but not the Annuitant and
the Annuitant dies, if the Beneficiary does not elect an Annuity Option within
60 days of the date of death, the gain, if any, will be includible in the
Beneficiary's income in the year the Annuitant dies.

      Required Distributions--Qualified Contracts: The Code has required
distribution rules for Section 403(b) Plans and Individual Retirement Annuities.
Other than for IRAs and for five-percent owners in other Qualified Contracts
distributions must generally begin by April 1 of the calendar year following the
calendar year in which the participant attains age 70-1/2 or retires, whichever
occurs later. For traditional IRA participants and for five-percent owners,
minimum distributions must begin by April 1 of the calendar year following the
calendar year in which the participant attains age 70-1/2. There is no required
distribution date for participants in a Roth IRA. Under 403(b) plans, if the
Company maintains separate records, distribution of amounts held as of December
31, 1986 must generally begin by the end of the calendar year in which the
participant attains age 75 (or retires, whichever occurs later). However,
special rules require that some or all of the balance be distributed earlier if
any distributions are taken in excess of the minimum required amount.

      To comply with these provisions, distributions must be in a form and
amount sufficient to satisfy the minimum distribution and minimum distribution
incidental death benefit rules specified in Section 401(a) (9) of the Code.

      In general, annuity payments from a traditional IRA must be distributed
over the participant's life or the joint lives of the participant and
beneficiary, or over a period not greater than the participant's life expectancy
or the joint life expectancies of the participant and beneficiary.

      If the participant dies on or after the required beginning date for
minimum distributions, distributions to the beneficiary must be made at least as
rapidly as the method of distribution in effect at the time of the participant's
death. However, if the required minimum distribution is calculated each year
based on the participant's single life expectancy or the joint life expectancies
of the participant and beneficiary, the regulations for Code Section 401(a)(9)
provide specific rules for calculating the required minimum distributions at the
participant's death. For example, if ECO was elected with the calculation based
on the participant's single life expectancy, and the life expectancy is
recalculated each year, the recalculated life expectancy becomes zero in the
calendar year following the participant's death and the entire remaining
interest must be distributed to the beneficiary by December 31 of the year
following the participant's death. However, a spousal beneficiary has certain
rollover rights which can only be exercised in the year of the participant's
death. The rules are complex and the participant should consult a tax adviser
before electing the method of calculation to satisfy the minimum distribution
requirements.

      If the participant dies before the required beginning date for minimum
distributions, the entire interest must be distributed by December 31 of the
calendar year containing the fifth anniversary of the date of the participant's
death. Alternatively, payments may be made over the life of the beneficiary or
over a period not extending beyond the life expectancy of the beneficiary
provided the distribution begins to a non-spouse beneficiary by December 31 of
the calendar year following the calendar year of the participant's death. If
payments are made to a spousal beneficiary, distributions must begin by the
later of December 31 of the calendar year following the calendar year of the
death or December 31 of the calendar year in which the participant would have
attained age 70-1/2.

      An exception applies for a spousal beneficiary under an Individual
Retirement Annuity. In lieu of taking a distribution under these rules, a
spousal beneficiary may elect to treat the Account as his or her own IRA and
defer taking a distribution until his or her age 70-1/2. The surviving spouse is
deemed to have made such an election if the surviving spouse makes a rollover to
or from the Account or fails to take a distribution within the required time
period.


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                                       17
<PAGE>

      The minimum distribution rules also apply to beneficiaries under a Roth
IRA and are based on whether the participant dies before or after distribution
begins.

      If the participant or beneficiary fails to take the required minimum
distribution for any tax year, a 50% excise tax is imposed on the required
amount that was not distributed.

TAXATION OF ANNUITY CONTRACTS
      In General: Section 72 of the Code governs taxation of annuities in
general. The Company believes that a Certificate Holder under a Nonqualified
Contract who is a natural person generally is not taxed on increases in the
Account Value until distribution occurs by withdrawing all or part of such
Account Value (e.g., withdrawals or Annuity Payments under the Annuity Option
elected). The taxable portion of a distribution (in the form of a single sum
payment or an Annuity) is taxable as ordinary income.

      Non-Natural Holders of a Nonqualified Contract: If the Certificate Holder
is not a natural person, a Nonqualified Contract is not treated as an annuity
for income tax purposes and the "income on the contract" for the taxable year is
currently taxable as ordinary income. "Income on the contract" is any increase
over the year in the Surrender Value, adjusted for Purchase Payments made during
the year, amounts previously distributed and amounts previously included in
income. There are some exceptions to the rule and a non-natural person should
consult with its tax adviser prior to purchasing this Contract. A non-natural
person exempt from federal income taxes should consult with its tax adviser
regarding treatment of "income on the contract" for purposes of the unrelated
business income tax. When the Certificate Holder is not a natural person, the
Annuitant is considered the Certificate Holder for the purpose of meeting the
required distribution-at-death rules. In addition, when the Certificate Holder
is not a natural person, a change in Annuitant is treated as the death of the
Certificate Holder.

      The following discussion generally applies to Qualified Contracts or
Nonqualified Contracts owned by a natural person.

      Withdrawals: In the case of a withdrawal under a Qualified Contract,
including withdrawals under SWO or ECO, the amount taxable is generally based on
the ratio of the "investment in the contract" to Account Value. The "investment
in the contract" generally equals the amount of any nondeductible Purchase
Payments paid by or on behalf of any individual less any amount received
previously which was excludable from gross income. For a Qualified Contract, the
"investment in the contract" can be zero. Special tax rules may be available for
certain distributions from a Qualified Contract.

      With respect to Nonqualified Contracts, partial withdrawals, including
withdrawals under SWO, are generally treated as taxable income to the extent
that the Account Value immediately before the withdrawal exceeds the "investment
in the contract" at that time. The Account Value immediately before a withdrawal
may have to be increased by any positive market value adjustment (MVA) that
results from such a withdrawal. There is, however, no definitive guidance on the
proper tax treatment of MVAs in these circumstances, and a Certificate Holder
should contact a competent tax advisor with respect to the potential tax
consequences of any MVA that arises as a result of a partial withdrawal.

      Full withdrawals of a Nonqualified Contract are treated as taxable income
to the extent that the amount received exceeds the "investment in the contract."

      Any "qualified" distribution from a Roth IRA is not includible in gross
income. A "qualified" distribution is any distribution made after the
participant attains age 59-1/2, or on account of the participant's 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", 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
"Penalty Tax" below.) 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 the
participant's death. (See "Annuity Period" above.)

      Annuity Payments: Although the tax consequences may vary depending on the
Annuity Payment elected under the Contract, in general, only the portion of the
Annuity Payment that represents the amount by which


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                                       18
<PAGE>

the Account Value exceeds the "investment in the contract" will be taxed; after
the "investment in the contract" is recovered, the full amount of any
additional annuity payments is taxable. For variable Annuity Payments, the
taxable portion is generally determined by an equation that establishes a
specific dollar amount of each payment that is not taxed. The dollar amount is
determined by dividing the "investment in the contract" by the total number of
expected periodic payments. However, the entire distribution will be taxable
once the recipient has recovered the dollar amount of his or her "investment in
the contract." For fixed annuity payments, in general there is no tax on the
portion of each payment which represents the same ratio that the "investment in
the contract" bears to the expected number of payments as defined in Code
Section 72(d) ; however, the remainder of each Annuity Payment is taxable. Once
the "investment in the contract" has been fully recovered, the full amount of
any additional Annuity Payments is taxable. If Annuity Payments cease as a
result of an Annuitant's death before full recovery of the "investment in the
contract," consult a competent tax advisor regarding deductibility of the
unrecovered amount.

      Penalty Tax: In the case of a distribution pursuant to a Nonqualified
Contract there may be imposed a federal income tax penalty equal to 10% of the
amount treated as taxable income.

      In general, there is no penalty tax on distributions from a Nonqualified
Contract: (1) made on or after the date on which the taxpayer attains age
59-1/2; (2) made as a result of the death of the Certificate Holder; (3)
attributable to the taxpayer's total and permanent disability; (4) received in
substantially equal periodic payments (at least annually) over the life or life
expectancy of the taxpayer or the joint lives or joint life expectancies of the
taxpayer and a "designated beneficiary"; or (5) allocable to "investment in the
contract" before August 14, 1982.

      If a distribution is made from a Qualified Contract sold in conjunction
with Section 403(b) Plan, the penalty tax will not apply on distribution made
when the participant (a) attains age 59-1/2, (b) becomes permanently and totally
disabled, (c) dies, (d) separates from service with the plan sponsor at or after
age 55, (e) rolls over the distribution amount to another plan of the same type
in accordance with the terms of the Code, or (f) takes the distributions in
substantially equal periodic payments (at least annually) over his or her life
or life expectancy or the joint lives or joint life expectancies of the
participant and beneficiary, provided the participant has separated from service
with the plan sponsor. In addition, the penalty tax does not apply for the
amount of a distribution equal to unreimbursed medical expenses incurred by the
participant that qualify for deduction as specified in the Code. The Code may
impose other penalty taxes in other circumstances.

      In general, 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.

      Taxation of Death Benefit Proceeds: Amounts may be distributed from the
Contract because of the death of a Certificate Holder or the Annuitant.
Generally, such amounts are includible in the income of the recipient as
follows: (1) if distributed in a lump sum, they are taxed in the same manner as
a full surrender as described above, or (2) if distributed under an Annuity
Option, they are taxed in the same manner as Annuity Payments, as described
above.

      Special rules may apply on Nonqualified Contracts. See "Required
Distributions--Nonqualified Contracts."

      Transfers, Assignments or Exchanges of the Contract: A transfer of
ownership of a Contract, the designation of an Annuitant, payee or other
Beneficiary who is not also a Certificate Holder, the selection of certain
Annuity Dates, or the exchange of a Contract may result in certain tax
consequences. The assignment, pledge, or agreement to assign or pledge any
portion of the Account Value generally will be treated as a distribution. The
assignment or transfer of ownership of a Qualified Contract generally is not
allowed. Anyone contemplating any such designation, transfer, assignment,
selection, or exchange should contact a competent tax adviser with respect to
the potential tax effects of such a transaction.


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                                       19
<PAGE>

      Multiple Contracts: All deferred nonqualified annuity contracts that are
issued by the Company (or its affiliates) to the same owner during any calendar
year are treated as one annuity contract for purposes of determining the amount
includible in gross income under Section 72(e) of the Code. In addition, the
Treasury Department has specific authority to issue regulations that prevent the
avoidance of Section 72(e) through the serial purchase of annuity contracts or
otherwise.

CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
      Qualified Contracts in General. The Qualified Contract is designed for use
as a Code Section 408(b) Individual Retirement Annuity or as a Contract used in
connection with certain employer sponsored retirement plans. The tax rules
applicable to participants and beneficiaries in Qualified Contracts are complex.
Special favorable tax treatment may be available for certain types of
contributions and distributions. Adverse tax consequences may result from
contributions in excess of specified limits; distributions prior to age 59-1/2
(subject to certain exceptions); distributions that do not conform to specified
commencement and minimum distribution rules; and in other specified
circumstances.

      The Company makes no attempt to provide more than general information
about use of the Contracts with the various types of retirement plans.
Participants and beneficiaries under Qualified Contracts may be subject to the
terms and conditions of the retirement plans themselves, in addition to the
terms and conditions of the Contract issued in connection with such plans. Some
retirement plans are subject to distribution and other requirements that are not
incorporated in the provisions of the Contracts. Purchasers are responsible for
determining that contributions, distributions and other transactions with
respect to the Contracts satisfy applicable laws, and should consult their legal
counsel and tax adviser regarding the suitability of the Contract.

      Section 403(b) Plans. Under Section 403(b), contributions made by public
school systems or nonprofit healthcare organizations and other Section 501(c)(3)
tax exempt organizations to purchase annuity contracts for their employees are
generally excludable from the gross income of the employee.

      In order to be excludable from taxable income, total annual contributions
made by the participant and his or her employer cannot exceed either of two
limits set by the Code. The first limit, under Section 415, is generally the
lesser of 25% of includible compensation or $30,000. Compensation means
compensation from the participant's employer sponsoring the plan, and for years
beginning after December 31, 1997, includes any elective deferrals under Code
Section 402 (g) and any amounts not includible in gross income under Code
Sections 125. The second limit, which is the exclusion allowance under Section
403(b), is usually calculated according to a formula that takes into account the
participant's length of employment and any pretax contributions you and your
employer made to the plan and to certain other retirement plans. These two
limits apply to the participant's contributions as well as to any contributions
made by the employer on behalf of the participant. There is an additional limit
that specifically limits salary reduction contributions to generally no more
than $10,000 annually (subject to indexing); a participant's own limit may be
higher or lower, depending on certain conditions. In addition, Purchase Payments
will be excluded from a participant's gross income only if the Plan meets
certain nondiscrimination requirements.

      Section 403(b)(11) restricts the distribution under Section 403(b)
contracts of: (1) salary reduction contributions made after December 31, 1988;
(2) earnings on those contributions; and (3) earnings during such period on
amounts held as of December 31, 1988. Distribution of those amounts may only
occur upon death of the participant, attainment of age 59-1/2, separation from
service, total and permanent disability, or financial hardship. In addition,
income attributable to salary reduction contributions may not be distributed in
the case of hardship.

      Individual Retirement Annuities and Simplified Employee Pension Plans.
Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as a traditional Individual Retirement
Annuity, hereinafter referred to as an "IRA." Also, distributions from certain
other types of qualified plans may be "rolled over" on a tax-deferred basis into
an IRA. Employers may establish Simplified Employee Pension (SEP) Plans and
contribute to an IRA owned by the employee. Purchasers of a Qualified Contract
for use with IRAs will be provided with supplemental information required by the
Internal Revenue Service. Purchasers should seek competent advice as to the
suitability of the Contract for use with IRAs.


- --------------------------------------------------------------------------------
                                       20
<PAGE>

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

      Withholding. Pension and annuity distributions generally are subject to
withholding for the recipient's federal income tax liability at rates that vary
according to the type of distribution and the recipient's tax status. Recipients
may be provided the opportunity to elect not to have tax withheld from
distributions; however, certain distributions from Section 403(b) tax-deferred
annuities are subject to mandatory 20% federal income tax withholding. If the
recipient is a non-resident alien, any withholding will be governed by Code
Section 1441 based on the individual's citizenship, the country of domicile and
treaty status. We will report to the IRS the taxable portion of all
distributions.

                                  MISCELLANEOUS
================================================================================

DISTRIBUTION

      Aetna Life Insurance and Annuity Company ("ALIAC") will serve as the
principal underwriter for the securities sold by this Prospectus. ALIAC is
registered as a broker-dealer with the Securities and Exchange Commission
("SEC") and is a member of the National Association of Securities Dealers, Inc.
("NASD"). As principal underwriter, ALIAC will contract with one or more
registered broker-dealers, or with banks that may be acting as broker-dealers
without separate registration under the Securities Exchange Act of 1934 pursuant
to legal and regulatory exceptions ("Distributors") to offer and sell the
Contracts. ALIAC and one or more of its affiliates may also sell the Contracts
directly. All individuals offering and selling the Contracts must either be
registered representatives of a broker-dealer, or employees of a bank exempt
from registration under the Securities Exchange Act of 1934, and must also be
licensed as insurance agents to sell variable annuity contracts.

      From time to time, ALIAC may offer customers of certain broker-dealers
special guaranteed rates in connection with the Guaranteed Account offered
through the Contracts, and may negotiate different commissions for these
broker-dealers.

      ALIAC may also contract with independent third party broker-dealers who
will act as wholesalers by assisting ALIAC in finding broker-dealers or banks
interested in acting as Distributors for the Contracts. These wholesalers may
also provide training, marketing and other sales related functions for ALIAC and
other Distributors and may provide certain administrative services to ALIAC in
connection with the Contracts. ALIAC may pay such wholesalers compensation based
on Purchase Payments for the Contracts purchased through Distributors selected
by the wholesaler.

      ALIAC may also designate third parties to provide services in connection
with the Contracts such as reviewing applications for completeness and
compliance with insurance requirements and providing the Distributors with
approved marketing material, prospectuses or other supplies. These parties will
also receive payments based on Purchase Payments for their services, to the
extent such payments are allowed by applicable securities laws. All costs and
expenses related to these services will be paid by ALIAC.

      Payment of Commissions. Commissions will be paid to Distributors who sell
the Contracts. Distributors will be paid commissions up to an amount currently
equal to 6.5% of Purchase Payments. Pursuant to agreements between the
Underwriter and the Distributor, commissions may be paid as a combination of a
certain percentage amount at the time of sale and a trail commission of up to
0.40% of assets due to Purchase Payments (which, when combined, could exceed
6.5% of Purchase Payments). At times the Company may offer certain Distributors
an enhanced commission for a limited period of time. In addition, some sales
personnel may receive various types of non-cash compensation such as special
sales incentives, including trips and educational and/or business seminars.
Supervisory and other management personnel of the Company may receive
compensation that will vary based on the relative profitability to the Company
of the funding options you select. Funding options that invest in Funds advised
by the Company or its affiliates are generally more profitable to the Company.


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                                       21
<PAGE>

      Other than the mortality and expense risk charge and the administrative
charge, all expenses incurred in the operations of the Separate Account are
borne by the Company.

DELAY OR SUSPENSION OF PAYMENTS
      The Company reserves the right to suspend or postpone the date of payment
for any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange") is closed (other than customary weekend and holiday
closings) or when trading on the Exchange is restricted; (b) when an emergency
exists, as determined by the SEC, so that disposal of securities held in the
Subaccounts is not reasonably practicable or it is not reasonably practicable
for the Company fairly to determine the value of the Subaccount's assets; or (c)
during such other periods as the SEC may by order permit for the protection of
investors. The conditions under which restricted trading or an emergency exists
shall be determined by the rules and regulations of the SEC.

PERFORMANCE REPORTING
      From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account. The Company may
advertise the "standardized average annual total returns" of the Subaccounts,
calculated in a manner prescribed by the SEC, as well as the "non-standardized
returns." "Standardized average annual total returns" are computed according to
a formula in which a hypothetical investment of $1,000 is applied to the
Subaccount and then related to the ending redeemable values over the most recent
one, five and ten-year periods (or since contributions were first received in
the Fund under the Separate Account, if less than the full period). Standardized
returns will reflect the reduction of all recurring charges during each period
(e.g., mortality and expense risk charges, annual maintenance fees,
administrative charge and any applicable deferred sales charge).
"Non-standardized returns" will be calculated in a similar manner, except that
non-standardized figures will not reflect the deduction of any applicable
deferred sales charge (which would decrease the level of performance shown if
reflected in these calculations). The non-standardized figures may also include
monthly, quarterly, year-to-date and three-year periods and may include
performance from the Fund's inception date.

      The Company may also advertise certain ratings, rankings or other
information related to the Company, the Subaccounts or the Funds. Further
details regarding performance reporting and advertising are described in the
Statement of Additional Information.

VOTING RIGHTS
      Each Contract Holder may direct us in the voting of shares at
shareholders' meetings of the appropriate Funds(s). The number of votes to which
each Contract Holder may give direction will be determined as of the record
date. The number of votes each Contract Holder is entitled to direct with
respect to a particular Fund during the Accumulation Period equals the portion
of the Account Values(s) of the Contract attributable to that Fund, divided by
the net asset value of one share of that Fund. During the Annuity Period, the
number of votes is equal to the valuation reserve for the portion of the
Contract attributable to that Fund, divided by the net asset value of one share
of that Fund. In determining the number of votes, fractional votes will be
recognized. Where the value of the Contract or valuation reserve relates to more
than one Fund, the calculation of votes will be performed separately for each
Fund.

      If you are a Certificate Holder under a group Contract, you have a fully
vested (100%) interest in the benefits provided to you under your Account.
Therefore, you may instruct the group Contract Holder how to direct the Company
to cast the votes for the portion or the value of valuation reserve attributable
to your Account. Votes attributable to those Certificate Holders who do not
instruct the group Contract Holder will be cast by the Company in the same
proportion as votes for which instructions have been received by the group
Contract Holder. Votes attributable to individual or group Contract Holders who
do not direct us will be cast by us in the same proportion as votes for which
directions we have received.

      You will receive a notice of each meeting of shareholders, together with
any proxy solicitation materials, and a statement of the number of votes
attributable to your Account.

MODIFICATION OF THE CONTRACT
      The Company may change the Contract as required by federal or state law.
In addition, the Company may, upon 30 days written notice to the Contract
Holder, make other changes to group Contracts that would apply only to
individuals who become Certificate


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                                       22
<PAGE>

Holders under that Contract after the effective date of such changes. If the
Contract Holder does not agree to a change, the Company reserves the right to
refuse to establish new Accounts under the Contract. Certain changes will
require the approval of appropriate state or federal regulatory authorities.

TRANSFERS OF OWNERSHIP; ASSIGNMENT
      Assignments or transfers of ownership of a Qualified Contract generally
are not allowed except as permitted under the Code, incident to a divorce.. We
will accept assignments or transfers of ownership of a Nonqualified Contract or
a Qualified Contract where assignments or transfers of ownership are not
prohibited, with proper notification. The date of any such transfer will be the
date we receive the notification at our Home Office. (Refer to "Tax Status" for
general tax information.) If you are contemplating a transfer of ownership or
assignment you should consult a tax adviser due to the potential for tax
liability.

      No assignment of a Contract will be binding on us unless made in writing
and sent to us at our Home Office. The Company will use reasonable procedures to
confirm that the assignment is authentic, including verification of signature.
If the Company fails to follow its procedures, it would be liable for any losses
to you directly resulting from the failure. Otherwise, we are not responsible
for the validity of any assignment. The rights of the Certificate Holder and the
interest of the Annuitant and any Beneficiary will be subject to the rights of
any assignee of record.

INVOLUNTARY TERMINATIONS
      We reserve the right to terminate any Account with a value of $2,500 or
less immediately following a partial withdrawal (unless otherwise required by
State law). However, an Individual Retirement Annuity may only be closed out
when Purchase Payments have not been received for a 24-month period and the
paid-up annuity benefit at maturity would be less than $20 per month. If such
right is exercised, you will be given 90 days advance written notice. No
deferred sales charge will be deducted for involuntary terminations. The Company
does not intend to exercise this right in cases where the Account Value is
reduced to $2,500 or less solely due to investment performance.

LEGAL MATTERS AND PROCEEDINGS
      The Company knows of no material legal proceedings pending to which the
Separate Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus has
been passed upon by Counsel to the Company.

YEAR 2000
      As a healthcare and financial services enterprise, Aetna Inc. (referred to
collectively with its af filiates and subsidiaries as Aetna), is dependent on
computer systems and applications to conduct its business. Aetna has developed
and is currently executing a comprehensive risk-based plan designed to make its
computer systems, applications and facilities Year 2000 ready. The plan covers
four stages including (i) inventory, (ii) assessment, (iii) remediation and (iv)
testing and certification. At year end 1997, Aetna , including the Company, had
substantially completed the inventory and assessment stages. The remediation
process is currently underway and targeted for completion by December 31, 1998.
Testing and certification of these systems and applications are 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, including the Company, is initiating communication with its
critical external relationships to determine the extent to which Aetna may be
vulnerable to such parties' failure to resolve their own Year 2000 issues. Where
practicable Aetna and the Company will assess and attempt to mitigate their
risks with respect to the failure of these parties' to be Year 2000 ready. 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.


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                                       23
<PAGE>

                                 CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
================================================================================

      The Statement of Additional Information contains more specific information
on the Separate Account and the Contract, as well as the financial statements of
the Separate Account and the Company. A list of the contents of the SAI is set
forth below:

                   General Information and History
                   Variable Annuity Account I
                   Offering and Purchase of Contracts
                   Performance Data
                    General
                    Average Annual Total Return Quotations
                   Annuity Payments
                   Sales Material and Advertising
                   Independent Auditors
                   Financial Statements of the Separate Account
                   Financial Statements of the Company
 

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                                       24
<PAGE>

                      APPENDIX A AICA GUARANTEED ACCOUNT
================================================================================

     The AICA Guaranteed Account (the "Guaranteed Account") is a credited
interest option available during the Accumulation Period under the Contracts.
This Appendix is a summary of the Guaranteed Account and is not intended to
replace the Guaranteed Account prospectus. You should read the accompanying
Guaranteed Account prospectus carefully before investing.

     The Guaranteed Account is a credited interest option in which we guarantee
stipulated rates of interest for stated periods of time on amounts directed to
the Guaranteed Account. A guaranteed rate is credited for the full term. The
interest rate stipulated is an annual effective yield; that is, it reflects a
full year's interest. Interest is credited daily at a rate that will provide the
guaranteed annual effective yield for one year. Guaranteed interest rates will
never be less than an annual effective rate of 3%.

     During a deposit period, amounts may be applied to any of the available
guaranteed terms. A Guaranteed Term is the period of time specified by the
Company for which a specific Guaranteed Rate or Rates are offered on amounts
invested during a specific Deposit Period. Guaranteed Terms are made available
by the Company subject to the Company's terms and conditions. The Company may
offer more than one Guaranteed Term of the same duration and credit one with a
higher rate contingent upon use only with the Dollar Cost Averaging Program. If
amounts are applied to a Guaranteed Term which is credited with a higher rate
using dollar cost averaging and the dollar cost averaging is discontinued, the
amounts will be transferred to another Guaranteed Term of the same duration and
a market value adjustment ("MVA") will apply. The Company also reserves the
right to limit the number of Guaranteed Terms or the availability of certain
Guaranteed Terms. See the prospectus for the Guaranteed Account for further
details regarding Guaranteed Term. Purchase Payments received after the initial
payment will be allocated in the same proportions as the last allocation, if no
new allocation instructions are received with the Purchase Payment. If the same
guaranteed term(s) are not available, the next shortest term will be used. If no
shorter guaranteed term is available, the next longer guaranteed term will be
used.

     Except for transfers from an available Guaranteed Term subject to the
Company's terms and conditions in connection with the Dollar Cost Averaging
Program, withdrawals taken in connection with an Estate Conservation or
Systematic Withdrawal distribution option, and, if approved by your state,
withdrawals for minimum distributions required by the Code for which the
deferred sales charge is waived, withdrawals or transfers from a guaranteed term
before the guaranteed term matures may be subject to an MVA. An MVA reflects the
change in the value of the investment due to changes in interest rates since the
date of deposit. When interest rates increase after the date of deposit, the
value of the investment decreases, and the MVA is negative. Conversely, when
interest rates decrease after the date of deposit, the value of the investment
increases, and the MVA is positive. It is possible that a negative MVA could
result in the Certificate Holder receiving an amount which is less than the
amount paid into the Guaranteed Account.

     For partial withdrawals during the Accumulation Period, amounts to be
withdrawn from the Guaranteed Account will be withdrawn on a pro rata basis from
each group of deposits having the same length of time until the Maturity Date
("Guaranteed Term Group"). Within a Guaranteed Term Group, the amount will be
withdrawn first from the oldest Deposit Period, then from the next oldest, and
so on until the amount requested is satisfied.

     As a Guaranteed Term matures, assets accumulating under the Guaranteed
Account may be (a) transferred to a new Guaranteed Term, (b) transferred to
other available investment options, or (c) withdrawn. Amounts withdrawn may be
subject to a deferred sales charge. If no direction is received by the Company
at its Home Office by the maturity date of a guaranteed term, the amount from
the maturing guaranteed term will be transferred to the current deposit period
for a similar length guaranteed term. If the same guaranteed term is no longer
available the next shortest guaranteed term available in the current deposit
period will be used. If no shorter guaranteed term is available, the next longer
guaranteed term will be used.


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                                       25
<PAGE>

     If you do not provide instructions concerning the maturity value of a
maturing guaranteed term, the maturity value transfer provision applies. This
provision allows you to transfer without an MVA to available guaranteed terms of
the current deposit period or to other available investment options, or
surrender without an MVA (if applicable, a deferred sales charge is assessed on
the surrendered amount). The provision is available only during the calendar
month immediately following a guaranteed term maturity date and only applies to
the first transaction regardless of the amount involved in the transaction.

MORTALITY AND EXPENSE RISK CHARGES
     We make no deductions from the credited interest rate for mortality and
expense risks; these risks are considered in determining the credited rate.

TRANSFERS
     Amounts applied to a guaranteed term during a deposit period may not be
transferred to any other funding option or to another guaranteed term during
that deposit period or for 90 days after the close of that deposit period. This
does not apply to (1) amounts transferred on the Maturity Date or under the
maturity value transfer provision; (2) amounts transferred from the Guaranteed
Account before the Maturity Date due to the election of an Annuity Option; (3)
amounts distributed under the Estate Conservation or Systematic Withdrawal
Options; and (4) amounts transferred from an available Guaranteed Term in
connection with the Dollar Cost Averaging Program. However, if the Certificate
Holder discontinues the Dollar Cost Averaging Program and the amounts in it are
transferred in accordance with the Company's terms and conditions governing
Guaranteed Terms, an MVA will apply. Transfers after the 90-day period are
permitted from guaranteed term(s) to other guaranteed term(s) available during a
deposit period or to other available investment options. Except for transactions
described in items (1), (3) and (4) above, amounts withdrawn or transferred from
the Guaranteed Account prior to the maturity date will be subject to an MVA.
However, only a positive aggregate MVA will be applied to transfers made due to
annuitization under one of the lifetime Annuity Options described in item (2)
above.

     The Company reserves the right to limit the number of investment options
selected during the Accumulation Period. At this time there is no limit on the
number of options selected during the Accumulation Period, but the number of
investment options that may be selected at any one time by a Certificate Holder
presently is limited to 18. Under the Guaranteed Account, each guaranteed term
is counted as one funding option. If a guaranteed term matures, and is renewed
for the same term, it will not count as an additional investment option.

     Transfers of the Guaranteed Account values on or within one calendar month
of a term's maturity date are not counted as one of the 12 free transfers of
accumulated values in the Account.

     By notifying us at least 30 days prior to the Annuity Date, you may elect a
variable annuity and have amounts that have been accumulating under the
Guaranteed Account transferred to one or more of the Subaccounts available
during the Annuity Period. The Guaranteed Account cannot be used as an
investment option during the Annuity Period. Transfers made due to the election
of a lifetime Annuity Option will be subject to only a positive aggregate MVA.

DEATH BENEFIT
     Full and partial withdrawals and transfers made from the Guaranteed
Account within six months after the date of the Annuitant's death will be the
greater of:

(1) the aggregate MVA amount (i.e., the sum of all market value adjusted
    amounts calculated due to a withdrawal of amounts) which may be greater or
    less than the Account Value of those amounts; or

(2) the applicable portion of the Account Value attributable to the Guaranteed
    Account.

     After the six-month period, the surrender or transfer amount will be
adjusted for the aggregate MVA amount, which may be greater or less than the
Account Value of those amounts.


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                                       26
<PAGE>

DISTRIBUTION
     Aetna Life Insurance and Annuity Company ("ALIAC") is the principal
underwriter of the Contract. ALIAC is registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 as a broker-
dealer, and is a member of the National Association of Securities Dealers, Inc.

     From time to time, ALIAC may offer customers of certain broker-dealers
special guaranteed rates in connection with the Guaranteed Account offered
through the Contracts, and may negotiate different commissions for these
broker-dealers.


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                                       27
<PAGE>

                                   APPENDIX B
                                 FIXED ACCOUNT
================================================================================

     The Fixed Account is an investment option available during the Accumulation
Period under Contracts offered in certain states. 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 in effect
when actually applied to the Fixed Account, 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 "Investment Options.")

     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 amounts in the
Fixed Account will be transferred into the Aetna Money Market VP Subaccount
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 been accumulated under the Fixed Account transferred to one or more of the
investment options available during the Annuity Period to provide variable
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
provided by federal law.


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                                       28
<PAGE>

                                   APPENDIX C
                        DESCRIPTION OF UNDERLYING FUNDS
================================================================================

     The investment results of the Funds described below are likely to differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.

     Aetna Balanced VP, Inc. (formerly Aetna Investment Advisers Fund, Inc.)

     Investment Objective
     Seeks to maximize investment return, consistent with reasonable safety of
principal by investing in a diversified portfolio of one or more of the
following asset classes: stocks, bonds, and cash equivalents, based on the
investment adviser's judgment of which of those sectors or mix thereof offers
the best investment prospects.

     Policies
     Assets are allocated among common and preferred stocks, bonds, U.S.
Government securities and derivatives, and money market instruments. The Fund
may also invest in when-issued or delayed-delivery securities. The Fund
generally will maintain at least 25 percent of its total assets in fixed income
securities.

     Risks
     There can be no assurance that the investment adviser will always allocate
assets to the best performing sectors. The Fund's performance would suffer if a
major proportion of its assets were allocated to stocks in a declining market
or, similarly, if a major portion of its assets were allocated to bonds in a
time of adverse interest rate movement. High-yield bonds involve additional
investment risk. Foreign securities may involve certain additional risks. Such
risks include: currency fluctuations and related currency conversion costs; less
liquidity; price or income volatility; less government supervision and
regulation of foreign stock exchanges, brokers and listed companies; adverse
foreign political and economic developments; different accounting procedures and
auditing standards; and less publicly available information about foreign
issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

                     Aetna Income Shares d/b/a Aetna Bond VP

     Investment Objective
     Seeks to maximize total return, consistent with reasonable risk, through
investments in a diversified portfolio consisting primarily of debt securities.
 

     Policies
     The Fund will invest at least 65 percent of its total assets in debt
securities. It is anticipated that the portfolio's effective average maturity
will normally be between three and ten years. The Fund will normally invest at
least 70 percent of its assets in one or more of the following: a) debt
securities or obligations that are rated at the time of purchase within the four
highest categories assigned by Moody's Investors Service, Inc., Standard &
Poor's Corporation, or other rating agencies, or, if not rated, that are
considered by the investment adviser to be of comparable quality; b) securities
of, or guaranteed by, the U.S. Government, its agencies or instrumentalities; c)
marketable securities or obligations of, or guaranteed by, foreign governments;
d) commercial paper and other short-term investments having a maturity of less
than one year that are considered by the investment adviser to be investment
grade; and, e) cash or cash equivalents. May invest up to 30 percent of its
total assets in high-yield bonds. May invest up to 25 percent of its total
assets in foreign debt and/or equity securities.


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                                       29
<PAGE>

     Risks
     The value of debt securities may be affected by changes in general interest
rates. High-yield bonds tend to offer higher yields than investment-grade bonds,
but additional risks are associated with them. Foreign securities may involve
certain additional risks. Such risks include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign political and economic developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

              Aetna Variable Fund d/b/a Aetna Growth and Income VP

     Investment Objective
     Seeks to maximize total return through investments in a diversified
portfolio of common stocks and securities convertible into common stock. It is
anticipated that capital appreciation and investment income will both be major
factors in achieving total return.

     Policies
     The Fund will invest principally in common stocks and securities
convertible into common stock that the investment adviser believes have
significant potential for capital appreciation and/or investment income. May
invest up to 25 percent of its total assets in foreign equity securities. The
Fund may invest in nonconvertible preferred stocks, debt securities, rights and
warrants; the Fund may maintain a reserve of cash and high-grade, short-term
debt securities and the Fund may purchase securities on a when-issued or
delayed-delivery basis.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Foreign
securities may involve certain additional risks. Such risks include: currency
fluctuations and related currency conversion costs; less liquidity; price or
income volatility; less government supervision and regulation of foreign stock
exchanges, brokers and listed companies; adverse foreign political and economic
developments; different accounting procedures and auditing standards; and less
publicly available information about foreign issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

             Aetna Variable Encore Fund d/b/a Aetna Money Market VP

     Investment Objective
     Seeks to provide high current return, consistent with preservation of
capital and liquidity, through investment in high-quality money market
instruments.

     Policies
     The Fund will Invest primarily in: a) money market instruments that have a
maturity at the time of purchase, of 397 days or less (762 days or less for U.S.
government securities), and b) debt securities with a longer maturity, if the
Fund has the absolute right to sell such securities back to the issuer for at
least the face amount of the debt obligation within 397 days after the date of
purchase. At least 95 percent of total Fund assets are invested in high- quality
securities (those receiving the highest credit rating by any two rating agencies
or one if only one agency has rated the security). May invest up to 25 percent
of its total assets in foreign securities.

     Risks
     Yield will fluctuate with interest rates. The Fund is neither insured nor
guaranteed by the U.S. government. Foreign securities may involve certain
additional risks. Such risks include: currency fluctuations and related currency
conversion costs; less liquidity; price or income volatility; less government
supervision and regulation of foreign stock exchanges, brokers and listed
companies; adverse foreign political and economic developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers.


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                                       30
<PAGE>

   An investment in the Fund is neither insured nor guaranteed by the U.S.
      Government.

     Investment Adviser: Aeltus Investment Management, Inc.

               Aetna Generation Portfolios, Inc.--Aetna Ascent VP
                   (formerly Aetna Ascent Variable Portfolio)

     Investment Objective
     Seeks to provide capital appreciation. The Portfolio is designed for
investors who have an investment horizon exceeding 15 years and who have a high
level of risk tolerance.

     Policies
     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

   [bullet] Equity securities are chosen on the basis of their potential for
            capital appreciation.

   [bullet] Fixed income securities may include obligations of the U.S. and
            foreign governments as well as obligations of corporations and
            high-yield bonds.

   [bullet] Money market investments are high quality and present minimal credit
            risk.

     The benchmark portfolio is 80 percent equities and 20 percent fixed income
under neutral market conditions.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the company, while debt securities may be affected by changes in
general interest rates and in the creditworthiness of the issuer. High-yield
bonds have additional credit risks, including lack of liquidity, greater
likelihood of default and increased sensitivity to difficult economic and
corporate developments.

     Foreign securities involve currency and other special risks not present in
domestic securities. Real estate securities may be subject to the same risks
associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

             Aetna Generation Portfolios, Inc.--Aetna Crossroads VP
                 (formerly Aetna Crossroads Variable Portfolio)

     Investment Objective
     Seeks to provide total return (i.e., income and capital appreciation, both
realized and unrealized). The Portfolio is designed for investors who have an
investment horizon exceeding ten years and who have a moderate level of risk
tolerance.

     Policies
     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

   [bullet] Equity securities are chosen on the basis of their potential for
            capital appreciation.

   [bullet] Fixed income securities may include obligations of the U.S. and
            foreign governments as well as obligations of corporations and
            high-yield bonds.

   [bullet] Money market investments are high quality and present minimal credit
            risk.

     The benchmark portfolio is 60 percent equities and 40 percent fixed income
under neutral market conditions.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the company; debt securities may be affected by changes in general
interest rates and in the creditworthiness of the issuer. High-yield bonds have
additional credit risks. International securities involve currency and other
special risks not present in domestic


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                                       31
<PAGE>

securities. Real estate securities may be subject to the same risks associated
   with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

               Aetna Generation Portfolios, Inc.--Aetna Legacy VP
                   (formerly Aetna Legacy Variable Portfolio)

     Investment Objective
     Seeks to provide total return consistent with preservation of capital. The
Portfolio is designed for investors who have an investment horizon exceeding
five years and who have a low level of risk tolerance.

     Policies
     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

   [bullet] Equity securities are chosen on the basis of their potential for
            capital appreciation.

   [bullet] Fixed income securities may include obligations of the U.S. and
            foreign governments as well as obligations of corporations and
            high-yield bonds.

   [bullet] Money market investments are high-quality and present minimal credit
            risk.

     The benchmark portfolio is 40 percent equities and 60 percent fixed income
under neutral market conditions.

     Risks
     Equity securities are subject to a decline in the stock market or value of
the issuer; debt securities may be affected by changes in general interest
rates and creditworthiness of the issuer. High-yield bonds have additional
credit risks. International securities involve currency and other special risks
not present in domestic securities. Real estate securities may be subject to
the same risks associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

                Aetna Variable Portfolios, Inc.--Aetna Growth VP
                   (formerly Aetna Variable Growth Portfolio)

     Investment Objective
     Seeks growth of capital through investment in a diversified portfolio of
common stocks and securities convertible into common stocks believed to offer
growth potential.

     Policies
     Normally invests at least 65 percent of its total assets in common stocks
that have significant potential for capital growth. May also invest in
convertible and nonconvertible preferred stocks. May buy and sell put and call
options, and stock index futures and options. May enter into repurchase
agreements and invest up to 25 percent of its total assets in foreign
securities. Will not invest more than 15 percent of the total value of its
assets in high-yield bonds.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the company and preferred stocks have price risk and some interest
rate and credit risk. Foreign investing involves certain additional risks not
present in U.S. securities. Such risks may include: currency fluctuations and
related currency conversion costs: less liquidity; price or income volatility;
less government supervision and regulation of foreign stock exchanges, brokers
and listed companies; adverse foreign political and economic developments;
different accounting procedures and auditing standards; and less publicly
available information about foreign issuers. High-yield bonds may provide a
higher return, but have added risk. Derivatives may experience greater price
swings and may be less liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.

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                                       32
<PAGE>

         Aetna Variable Portfolios, Inc.--Aetna Index Plus Large Cap VP
                 (formerly Aetna Variable Index Plus Portfolio)

     Investment Objective
     Seeks to outperform the total return performance of publicly traded common
stocks represented in the Standard & Poor's 500 Composite Stock Price Index
(S&P 500).

     Policies
     The Portfolio attempts to be fully invested in common stocks and normally
invests at least 90 percent of its assets in certain common stocks represented
in the S&P 500. Portfolio managers will attempt to outperform the S&P 500 by
creating a portfolio that has similar market risk characteristics to the S&P
500, but will use a disciplined quantitative analysis to identify those stocks
having the greatest likelihood of either outperforming or underperforming the
market.

     Risks
     Because the Portfolio invests in common stocks, it is subject to the
possibility that common stock prices will decline over short or even extended
periods. The U.S. stock market tends to be cyclical, with periods when stock
prices generally rise and periods when prices generally decline. There is no
assurance that the Portfolio's objectives will be met.

     Investment Adviser: Aeltus Investment Management, Inc.

             Aetna Variable Portfolios, Inc.--Aetna International VP

     Investment Objective
     Seeks long-term capital growth primarily though investment in a
diversified portfolio of common stocks principally traded in countries outside
of the United States. The Portfolio will not target any given level of current
income.

     Policies
     Invests at least 65 percent of its total assets among securities
principally traded in three or more countries outside of North America. The
Portfolio will invest primarily in equity securities, including securities
convertible into stocks. The Portfolio will invest in a broad spectrum of
companies and industries. Further, from time to time, the Portfolio may hold up
to 10 percent of its total assets in long-term debt securities with an S&P or
Moody's rating of AA/Aa or above, or, if unrated, are considered by the
investment adviser to be of comparable quality. Additionally, the Portfolio may
invest in options, futures, enter into repurchase agreements and engage in
currency hedging.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the company. Investments in foreign securities involve certain
additional risks. Such risks may include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign economic and political developments;
different accounting procedures and auditing standards; and less publicly
available information about foreign issuers. Derivatives may experience greater
price swings and may be less liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.

        Aetna Variable Portfolios, Inc.--Aetna Real Estate Securities VP

     Investment Objective
     Seeks maximum total return primarily through investment in a diversified
portfolio of equity securities issued by real estate companies, the majority of
which are real estate investment trusts (REITs).


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                                       33
<PAGE>

     Policies
     Normally invests at least 65 percent of total assets in income-producing
equity securities of publicly-traded companies "principally engaged" in the
real estate industry, including those companies that, at the time of purchase,
derive a significant proportion (at least 50 percent) of their revenues or
profits from real estate operations or related services. The Portfolio may
invest in convertible securities and preferred stock. Additionally, the
Portfolio may invest in options and futures, enter into repurchase agreements,
and invest up to 25 percent of its total assets in foreign securities. The
Portfolio will not invest more than 15 percent of the total value of its assets
in high-yield bonds.

     Risks
     There are a number of risk factors to be considered when investing in Real
Estate Securities VP. Derivatives may experience greater price swings than
other securities and may be less liquid than other securities. Risks involved
in futures contracts include, but are not limited to: transactions to close out
futures contracts may not be able to be effected at favorable prices; possible
reduction in a fund's total return and yield; possible reduction the value of
the futures instrument, and potential losses in excess of the amount invested
in the futures contracts themselves. Writing call options involves the risk of
not being able to effect closing transactions at favorable prices or to
participate in the appreciation of the underlying securities. Purchasing put
options involves the risk of losing the entire purchase price of the option.
High-yield bonds have additional risks associated with them, including but not
limited to: lack of liquidity; an unpredictable secondary market and a higher
risk of default. Special consideration to an investment in real estate include
those risks associated with the direct ownership of real estate: declines in
the value of real estate, risks related to general and local economic
conditions, over-building and increased competition, increases in property
taxes and operating expenses, changes in zoning laws and other risks particular
to this market. The value of securities of companies which service the real
estate industry may also be affected by such risks.

     Investment Adviser: Aeltus Investment Management, Inc.

            Aetna Variable Portfolios, Inc.--Aetna Small Company VP
               (formerly Aetna Variable Small Company Portfolio)

     Investment Objective
     Seeks growth of capital primarily through investment in a diversified
portfolio of common stocks and securities convertible into common stocks of
companies with smaller market capitalizations.

     Policies
     Normally invests at least 65 percent of its total assets in the common
stock of companies with equity market capitalizations at the time of purchase
of $1 billion or less. May also invest in convertible and nonconvertible
preferred stock. The securities of small capitalization companies may be in an
early developmental stage or older companies entering a new stage of growth due
to management changes, new technology, products, or markets. Such companies may
also be undervalued due to poor economic conditions, market decline, or actual
or unanticipated unfavorable developments affecting the companies. May invest
in lower-risk derivatives for hedging and other investment purposes.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the company. Although securities of small capitalization companies
tend to offer greater potential for growth than securities of larger, more
established issuers, there are additional risks associated with them. These
include: limited marketability, more abrupt or erratic market movements than
securities of larger capitalization companies, and less publicly available
information about the issuer. These companies may also be dependent on
relatively few products or services, have limited financial resources and lack
of management depth, and may have less of a track record or historical pattern
of performance. Derivatives may experience greater price swings and may be less
liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.

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                                       34
<PAGE>

           Aetna Variable Portfolios, Inc.--Aetna Value Opportunity VP
            (formerly Aetna Variable Capital Appreciation Portfolio)

     Investment Objective
     Seeks growth of capital primarily through investment in a diversified
portfolio of common stocks and securities convertible into common stock.

     Policies
     Normally invests at least 65 percent of its net assets in common stocks.
May also invest in convertible and non-convertible preferred stocks. The
Portfolio will use a value oriented approach to stock selection. The Portfolio
may invest up to 25 percent of its total assets in foreign securities, buy and
sell put and call options on stock indices and on individual stocks, purchase
futures contracts, options contracts, engage in currency hedging and purchase
securities on a "when-issued," delayed-delivery or forward-commitment basis.

     Risks
     Equity securities are subject to a decline in the stock market or in the
value of the issuer, and preferred stocks have price risk and some interest
rate and credit risk. The value of debt securities may be affected by changes
in general interest rates and in the creditworthiness of the issuer.
Investments in securities of foreign issuers or securities denominated in
foreign currencies involve risks not present in domestic markets. Such risks
include: currency fluctuations and related currency conversion costs; less
liquidity; price or income volatility; less government supervision and
regulation of foreign stock exchanges, brokers and listed companies; adverse
foreign political and economic developments; different accounting procedures
and auditing standards; and less publicly available information about foreign
issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

                       Calvert Social Balanced Portfolio
           (formerly Calvert Responsibly Invested Balanced Portfolio)

     Investment Objective
     Seeks to achieve a total return above the rate of inflation through an
actively managed, nondiversified portfolio of common and preferred stocks,
bonds and money market instruments which offer income and capital growth
opportunity and which satisfy the social criteria established for the
Portfolio.

     Policies
     The Portfolio may purchase both common and preferred stocks. Although
there is no predetermined percentage of assets allocated to stocks, bonds, or
money market instruments, the Portfolio will invest a least 25 percent of its
assets in senior fixed income securities. The Portfolio normally invests in
investment-grade bonds rated in one of the four highest rating categories by
Standard & Poor's Corporation or by Moody's Investors Service, Inc. or, if not
rated, that are determined by the Portfolio's investment adviser to be of
comparable quality. The Portfolio may invest up to 10 percent of its assets in
foreign securities.

     Risks
     Since the Portfolio is nondiversified, the value of the shares may be more
susceptible to any single economic, political, or regulatory event than the
shares of a diversified portfolio. Fixed income investments are subject to
interest rate risk. There are also risks involved in investing in foreign
securities. These include currency risks, less publicly available information
about foreign companies, different audit and financial reporting standards, and
less government supervision and regulation.

     Investment Adviser: Calvert Asset Management Company, Inc.

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                                       35
<PAGE>

 Fidelity Investments Variable Insurance Products Fund--Equity-Income Portfolio

     Investment Objective
     Seeks reasonable income by investing primarily in income-producing equity
securities. Also considers the potential for capital appreciation.

     Policies
     Seeks to achieve a yield that will beat that of the Standard & Poor's
(S&P) 500 Index. The Portfolio normally invests at least 65 percent of its
total assets in income-producing equity securities. The Portfolio has the
flexibility, however, to invest the balance in all types of domestic and
foreign securities, including bonds. Portfolio managers do not expect to invest
in debt securities of companies that do not have proven earnings or credit.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. The value of
bonds fluctuates based on changes in interest rates and in the credit quality
of the issuer. Foreign securities, foreign currencies and securities issued by
U.S. entities with substantial foreign operations may involve additional risks.
These include political or economic risks, fluctuations in foreign currencies
withholding or other taxes, operational risks, increased regulatory burdens,
and less stringent investor protection and disclosure standards of foreign
markets.

     Investment Adviser: Fidelity Management & Research Company

     Fidelity Investments Variable Insurance Products Fund--Growth Portfolio

     Investment Objective
     Seeks capital appreciation by investing in common stock, although its
investments are not restricted to any one type of security.

     Policies
     The Portfolio may, however, pursue growth in larger companies that hold a
strong position in the market or industry. These may be found in mature or
declining industries. Companies that have strong growth potential often have
new products, technologies, distribution channels, or other opportunities.
Generally, these domestic and foreign companies tend to be small- and mid-sized
companies that have higher than average price/earnings (P/E) ratios. A high P/E
ratio means that the stock is more expensive than average relative to the
company's earnings. May not invest more than 50 percent of its assets in
foreign securities.

     Risks
     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. The market
prices of stocks with high P/E ratios may be particularly sensitive to economic
market or company news. Foreign securities, foreign currencies, and securities
issued by U.S. entities with substantial foreign operations may involve
additional risks. These include political or economic risks, fluctuations in
foreign currencies, withholding or other taxes, operational risks, increased
regulatory burdens, and less stringent investor protection and disclosure
standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

  Fidelity Investments Variable Insurance Products Fund--High Income Portfolio

     Investment Objective
     Seeks to obtain a high level of current income by investing primarily in
high-yielding, lower-rated, fixed income securities, while also considering
growth of capital.


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                                       36
<PAGE>

     Policies
     Invests primarily in all types of income-producing debt securities,
preferred stocks, and convertible securities. The Portfolio normally invests at
least 65 percent of its assets in these securities. If consistent with its
investment objectives, the Portfolio may also invest in common stocks, other
equity securities, and debt securities that are not currently paying interest
but that are expected to do so in the future. The Portfolio manager focuses on
assembling a portfolio of income-producing securities that it believes will
provide the best tradeoff between risk and return within the range of
securities that are eligible investments for the Portfolio. The Portfolio may
invest up to 50 percent of its total assets in foreign securities.

     Risks
     Yield and share price change daily and are based on changes in interest
rates, market conditions, other economic and political news, and on the quality
and maturity of the Portfolio's investments. Lower quality debt securities
(also known as "junk bonds") are considered to have speculative characteristics
and involve greater risk of default or price changes. Foreign securities,
foreign currencies and securities issued by U.S. entities with substantial
foreign operations may involve additional risks. These include political or
economic risks, fluctuations in foreign currencies, withholding or other taxes,
operational risks, increased regulatory burdens, and less stringent investor
protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

    Fidelity Investments Variable Insurance Products Fund--Overseas Portfolio

   Investment Objective
     Seeks long-term growth by investing mainly in foreign securities.

     Policies
     Normally invests at least 65 percent of the Portfolio's total assets in
securities of issuers whose principal activities are located outside the United
States. Expects to invest a majority of its assets in equity securities, but
may also invest in debt securities of any quality. Invests in securities of
both developed and emerging markets. May invest in the securities of any
issuer, including companies and other business organizations as well as
governments and government agencies. Will tend to focus on the equity
securities of both large and small companies. May invest in short-term debt
securities and money market instruments for cash management purposes. When
allocating the Portfolio's investments among countries and regions, the
Portfolio managers consider the size of the market in each country and region
relative to the size of the international market as a whole. May not invest
more than 25 percent of its total assets in any one industry.

     Risks
     Stock values fluctuate in response to the activities of individual
companies, and general market and economic conditions. International funds have
increased economic and political risks because they are exposed to events and
factors in the various world markets, especially in emerging markets. In
addition, changes in the value of foreign currencies can significantly affect
the Portfolio's share price. The Portfolio seeks to reduce investment risk by
diversifying its holdings among many companies and industries.

     Investment Adviser: Fidelity Management & Research Company

           Fidelity Investments Variable Insurance Products Fund II--
                            Asset Manager Portfolio

     Investment Objective
     Seeks high total return with reduced risk over the long term by allocating
its assets among domestic and foreign stocks, bonds and short-term money market
instruments.


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                                       37
<PAGE>

     Policies
     Invests in a diverse range of stocks, bonds, short-term, and money market
instruments, issued in the United States and abroad. The stock class includes
equity securities of all types. The bond class includes all varieties of fixed
income instruments with maturities of more than three years. The short-term
instruments class includes all types of short-term instruments with remaining
maturities of three years or less. The Portfolio has a neutral mix which
represents the way investments generally will be allocated over the long term.
This mix will vary over short-term periods--within defined ranges--based on the
current outlook for the different markets. May invest up to 50 percent of its
total assets in foreign securities.

     Risks
     The Portfolio seeks to reduce its overall risk by diversifying among
different types of investments, but aggressively invests in a wide variety of
security types, including stocks and bonds issued in developed and developing
countries. Stock values fluctuate in response to the activities of individual
companies and general market and economic conditions. The value of bonds and
short-term instruments fluctuates based on changes in interest rates and in the
credit quality of the issuer. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks.

     Investment Adviser: Fidelity Management & Research Company

 Fidelity Investments Variable Insurance Products Fund II--Contrafund Portfolio

     Investment Objective
     Seeks maximum total return over the long term by investing mainly in
securities of companies whose value the investment adviser believes is not
fully recognized by the public.

     Policies
     Usually invests in common stock and securities convertible into common
stock, but may invest in any type of security that may produce capital
appreciation. Seeks companies that are: 1) unpopular, but that may improve due
to developments such as a change in management, a new product line, or an
improved balance sheet; or 2) recently popular, but temporarily out of favor
due to short-term or one-time factors; or, undervalued compared to other
companies in the same industry. May not invest more than 25 percent of its
total assets in any one industry.

     Risks
     Stock values may fluctuate in response to the activities of an individual
company or general market and economic conditions. The Portfolio's strategy can
lead to investments in small- and medium-sized companies, which carry more risk
than larger ones. Generally, such companies rely on limited product lines and
markets, financial resources or other factors. This may make them more
susceptible to downturns. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks. These include political or economic risks,
fluctuations in foreign currencies, withholding or other taxes, operational
risks, increased regulatory burdens, and less stringent investor protection and
disclosure standards of foreign markets. Seeks to manage risk by diversifying
its holdings among many companies and industries.

     Investment Adviser: Fidelity Management & Research Company

  Fidelity Investments Variable Insurance Products Fund II--Index 500 Portfolio

     Investment Objective
     Seeks to provide investment results that correspond to the total return of
common stocks publicly traded in the United States by duplicating the
composition and total return of the Standard & Poor's Composite Index of 500
Stocks (S&P 500).


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                                       38
<PAGE>

     Policies
     Normally invests at least 80 percent (65 percent if Portfolio assets are
below $20 million) of the Portfolio's assets in equity securities of companies
that comprise the S&P 500. In seeking a 98 percent or better long-term
correlation of the Portfolio's total return to that of the S&P 500, The
investment adviser employs a "passive" or "indexing" approach and tries to
allocate its assets similarly to those of the index. The Portfolio's
composition may not always be identical to that of the index. If extraordinary
circumstances warrant, the investment adviser may exclude a stock held in the
S&P 500 and include a similar stock in its place if doing so will help the
Portfolio achieve its objective. The investment adviser monitors the
correlation between the performance of the Portfolio and the S&P 500 on a
regular basis. Although the Portfolio focuses on common stocks, it may invest
in other equity securities and other types of instruments. The Portfolio may
invest up to 50 percent of its assets in foreign securities.

     Risks
     Stock values fluctuate in response to the activities of individual
companies, and general market and economic conditions. Foreign securities,
foreign currencies, and securities issued by U.S. entities with substantial
foreign operations may involve additional risks and considerations. These
include risks related to political or economic conditions in foreign countries,
fluctuations in foreign debt currencies, withholding or other taxes,
operational risks, increased regulatory burdens, and potentially less stringent
investor protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company; Subadviser:
Bankers Trust Company

                 Janus Aspen Series--Aggressive Growth Portfolio

   Investment Objective
     Seeks long-term growth of capital.

     Policies
     A nondiversified portfolio that invests primarily in common stocks of
foreign and domestic companies selected for their growth potential. Normally
invests at least 50 percent of its equity assets in securities issued by
medium-sized companies--those whose market capitalizations fall within the
range of companies in the Standard and Poor's (S&P) Mid Cap 400 Index. May
invest, to a lesser degree, in other types of securities including preferred
stocks, warrants, convertible securities, and debt securities. May invest up to
35 percent of its net assets in high-yield/high-risk debt securities ("junk
bonds"). May at times hold substantial positions in cash equivalents or
interest-bearing securities.

     Risks
     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Smaller or newer issuers are
more likely to realize more substantial growth as well as suffer more
significant losses than larger or more established issuers. Investments in such
companies can be both more volatile and more speculative. Investments in
foreign securities, including those of foreign governments, involve greater
risks than investing in comparable domestic securities. These risks include
currency, political, economic, regulatory, and market risk factors.
High-yield/high-risk securities are generally more dependent on the ability of
the issuer to meet interest and principal payments (i.e., credit risk). Issuers
of high-yield securities may not be as strong financially as those issuing
bonds with higher credit ratings. They are more vulnerable to real or perceived
economic changes, political changes or other adverse developments.

     Investment Adviser: Janus Capital Corporation

                     Janus Aspen Series--Balanced Portfolio

   Investment Objective
   Seeks long-term capital growth, consistent with preservation of capital and
   balanced by current income.

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                                       39
<PAGE>

     Policies
     Normally invests 40-60 percent of its assets in securities selected
primarily for their growth potential and 40-60 percent of its assets in
securities selected primarily for their income potential. Invests in common
stocks of domestic and foreign companies. May invest to a lesser degree in
other types of securities including preferred stocks, warrants, convertible
securities, and debt securities when the portfolio manager perceives an
opportunity for capital growth. Assets may shift between the growth and income
components of the Portfolio based on the portfolio manager's analysis of
relevant market financial and economic conditions. The portfolio manager
generally takes a "bottom up" approach to building the Portfolio, seeking to
identify individual companies with earnings growth potential that may not be
recognized by the market at large.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investments
in foreign securities, including those of foreign governments, involve greater
risks than investing in comparable domestic securities. These risks include
currency, political, economic, regulatory and market risk factors. Risk is
reduced through diversification.

     Investment Adviser: Janus Capital Corporation

                  Janus Aspen Series--Flexible Income Portfolio

   Investment Objective
     Seeks to obtain maximum total return, consistent with the preservation of
capital.

     Policies
     The Portfolio invests at least 80 percent of its assets in
income-producing securities which may include: corporate bonds and notes,
preferred stock, income-producing common stocks, debt securities convertible or
exchangeable into equity securities, and debt securities with the right to
acquire equity securities as evidenced by warrants attached to or acquired with
the securities. May invest to a lesser degree in common stocks, other equity
securities, or debt securities not currently paying dividends or interest. May
purchase securities of any maturity and quality. Average maturity and quality
of its portfolio may vary substantially. May invest without limit in foreign
securities, including those of corporate and government issuers, as well as in
high-yield/high-risk securities. May have substantial holdings of such
securities, as well as in high-yield/high-risk securities (or "junk bonds")
which are debt securities rated below investment grade by the primary rating
agencies such as Standard & Poor's and Moody's.

     Risks
     Foreign investing involves risks that are different in some respects from
investments in securities of U.S. issuers including: economic/political
volatility; less government regulation and supervision of foreign stock
exchanges, brokers and listed companies; and price, interest rate and currency
risk. The value of lower-quality securities generally depends more on the
ability of the issuer to meet interest and principal payments than is true for
higher-quality securities. Issuers of high-yield securities are more vulnerable
to real or perceived economic and political changes or adverse developments
specific to the issuer. In the event of a default, the Portfolio would
experience a reduction of its income and a decline in the market value of the
defaulted securities.

     Investment Adviser: Janus Capital Corporation

                      Janus Aspen Series--Growth Portfolio

   Investment Objective
     Seeks long-term growth of capital in a manner consistent with the
preservation of capital.

     Policies
     Invests in common stocks of companies of any size, although it generally
invests in larger, more established issuers. Invests primarily in stocks of
domestic and foreign companies selected for their growth potential. May at
times hold substantial positions in cash equivalents or interest bearing
securities. May invest to a lesser degree in other


- --------------------------------------------------------------------------------
                                       40
<PAGE>

types of securities including preferred stocks, warrants, convertible
securities, and debt securities when its portfolio manager perceives an
opportunity for capital growth. Using a "bottom up" approach to building the
Portfolio, the portfolio manager seeks to identify individual companies with
earnings growth potential that may not be recognized by the market at large.
Securities are generally selected without regard to any defined industry
sector. Securities are selected solely for their capital growth potential;
investment income is not a consideration.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Smaller or newer issuers are
more likely to realize more substantial growth as well as suffer more
significant losses than larger or more established issuers. Investments in such
companies can be both more volatile and more speculative. Investments in
foreign securities, including those of foreign governments, involve greater
risks than investing in comparable domestic securities. These risks include
currency, political, economic, regulatory and market risk factors. Risk is
reduced through diversification.

     Investment Adviser: Janus Capital Corporation

                 Janus Aspen Series--Worldwide Growth Portfolio

   Investment Objective
     Seeks long-term growth of capital in a manner consistent with the
preservation of capital.

     Policies
     A diversified portfolio that invests primarily in common stocks of foreign
and domestic issuers. Invests worldwide in companies and organizations of any
size, regardless of country of organization or place of principal business
activity. Normally invests in issuers from at least five different countries,
including the United States. May at times invest in fewer than five countries
or even in a single country. May hold substantial positions in cash equivalents
or interest-bearing securities. May invest to a lesser degree in other types of
securities, including preferred stocks, warrants, convertible securities, and
debt securities, when the portfolio manager perceives an opportunity for
growth. May invest up to 35 percent of net assets in high-yield/high-risk
securities (also called "junk bonds"). May invest without limit in foreign
equity and debt securities.

     Risks
     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investment in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These include currency, political,
economic, regulatory and market risk factors. High-yield/high-risk securities
are generally more dependent on the ability of the issuer to meet interest and
principal payments (i.e., credit risk). Issuers of high-yield securities may
not be as strong financially as those issuing bonds with higher credit ratings.
They are more vulnerable to real or perceived economic changes, political
changes or other adverse developments.

     Investment Adviser: Janus Capital Corporation

                             MFS Total Return Series

     Investment Objective
     Seeks to provide above average income (compared to a portfolio invested
entirely in equity securities) consistent with the prudent employment of
capital. Its secondary objective is to provide a reasonable opportunity for
growth of capital and income.


- --------------------------------------------------------------------------------
                                       41
<PAGE>

     Policies
     Under normal market conditions, at least 25 percent of the Series' assets
will be invested in fixed income securities, and at least 40 percent (but no
more than 75 percent) of the Series' assets will be invested in equity
securities. The Series invests in a broad list of securities, including
short-term obligations. The list may be diversified not only by companies and
industries, but also by type of security. May vary the percentage of assets
invested in any one type of security depending on the Adviser's interpretation
of economic and money market conditions, fiscal and monetary policy, and
underlying security values. The Series debt investment may consist of both
investment grade securities and securities that are lower rated or unrated
categories (commonly known as "junk bonds"). May hold up to 20 percent of its
assets in foreign securities (including emerging market securities and Brady
Bonds) which are not traded on a U.S. exchange.

     Risks
     Investing in the securities of foreign issuers generally involves risks
not ordinarily associated with investing in securities of domestic issuers.
These include changes in currency rates, exchange control regulations,
governmental administration or economic or monetary policy (in the U.S. or
abroad), or circumstances in dealing between nations. Other considerations
include limited information about foreign issuers, higher brokerage costs,
different accounting standards, and thinner trading markets.

     Investment Adviser: Massachusetts Financial Services Company ("MFS")

                          MFS World Governments Series

   Investment Objective
     Seeks not only preservation but also growth of capital, together with
moderate current income.

     Policies
     The Series seeks to achieve its investment objective through a
professionally managed, internationally diversified portfolio consisting
primarily in debt securities and, to a lesser extent, equity securities. Under
normal circumstances, the Series invests at least 80 percent of its assets in
debt securities. The Series may invest up to 100 percent (although it generally
expects to invest not more than 80 percent) of its net assets in foreign
securities. At least 65 percent of the Series' assets will be invested in at
least three different countries, one of which may be the U.S., except when the
Adviser believes that investing for temporary defensive purposes is
appropriate. U.S. assets will be invested in high-quality debt securities, and
the remainder of the assets will be diversified among countries where
opportunities for total return are expected to be most attractive. It is
currently expected that investments in foreign countries will be primarily in
government securities to minimize credit risks.

     Risks
     Investing in securities of foreign issuers generally involves risks not
ordinarily associated with investing in securities of domestic issuers. These
include changes in currency rates, exchange control regulations, governmental
administration or economic or monetary policy (in the U.S. or abroad), or
circumstances in dealing between nations. Other considerations include limited
information about foreign issuers, higher brokerage costs, different accounting
standards, and thinner trading markets.

     Investment Adviser: Massachusetts Financial Services Company ("MFS")

                       Oppenheimer Aggressive Growth Fund
                (formerly Oppenheimer Capital Appreciation Fund)

     Investment Objective
     Seeks to achieve capital appreciation by investing in "growth-type"
companies.

     Policies
     "Growth-type" companies are believed to have relatively favorable
long-term prospects for increasing demand for their goods or services, or to be
developing new products, services, or markets and normally retain a relatively
larger portion of their earnings for research, development, and investment in
capital assets. The Fund will invest no more


- --------------------------------------------------------------------------------
                                       42
<PAGE>

than 25 percent of its total assets in foreign securities or in government
securities of any foreign country or in obligations of foreign banks.

     Risks
     Stock prices will fluctuate. Additional risk is present in growth-type
investments since the price of the security may decline if the anticipated
development fails to occur. Investing in small, unseasoned companies (those
that have been in operation for less than three years, counting the operations
of any predecessors) may have limited liquidity, and the prices of these
securities may be volatile. Foreign securities markets may be less liquid and
more volatile than markets in the U.S. Risks of foreign securities may include
foreign withholding taxation, changes in currency, less publicly available
information, and differences between domestic and foreign legal, auditing,
brokerage and economic standards.

     Investment Adviser: OppenheimerFunds, Inc.

                       Oppenheimer Global Securities Fund

     Investment Objective
     Seeks long-term capital appreciation by investing a substantial portion of
its assets in securities of foreign issuers, "growth-type" companies, cyclical
industries and special situations which are considered to have appreciation
possibilities but which may be considered to be speculative.

     Policies
     Invests a substantial portion of its assets in securities of foreign
issuers, "growth-type" companies (those which, in the opinion of the manager,
have relatively favorable long-term prospects for increasing demand or which
develop new products and retain a significant part of earnings for research and
development), cyclical industries, and special investment situations which are
considered to have appreciation possibilities. May invest in foreign securities
and the relative amount of such investments will change from time to time.

     Risks
     Stock prices will fluctuate. Foreign securities markets may be less liquid
and more volatile than the markets in the U.S. Risks of foreign securities may
include foreign withholding taxation, changes in currency, less publicly
available information, and differences between domestic and foreign legal,
auditing brokerage and economic standards. Investments in small, unseasoned
companies (those that have been in operation for less than three years,
counting the operations of any predecessors) may have limited liquidity, and
the prices of these securities may be volatile.

     Investment Adviser: OppenheimerFunds, Inc.

                        Oppenheimer Growth & Income Fund

     Investment Objective
     Seeks a high total return (which includes growth in the value of its
shares as well as current income) from equity and debt securities.

     Policies
     Invests primarily in equity and debt securities and focuses on all market
capitalization including small to medium capitalization companies. Equity
investments include common stocks, preferred stocks, convertible securities,
and warrants. Debt securities include bonds, participation interests,
asset-backed securities, private label mortgage backed securities and
collateralized mortgage obligations (CMOs), zero coupon securities, and U.S.
Government obligations. The proportion of equity and fixed income investments
will vary based upon the manager's evaluation of economic and market trends and
perceived relative total anticipated return from such types of investments.
There is no minimum or maximum percentage of assets that may, at any given
time, be invested in either type of investment. The Fund may invest in foreign
securities without limit.


- --------------------------------------------------------------------------------
                                       43
<PAGE>

     Risks
     Changes in overall market movements or interest rates, or factors
affecting a particular industry or issuer can affect the value of the Fund's
investments and their price per share. Equity investments are generally subject
to a number of risks, including the risk that values will fluctuate as a result
of changing expectations for the economy and individual issuers; stocks with
small- to medium-size capitalization may fluctuate more than large
capitalization stocks. Foreign investments are subject to the risk of adverse
currency fluctuation and additional risks and expenses in comparison to U.S.
investments.

     Investment Adviser: OppenheimerFunds, Inc.

                         Oppenheimer Strategic Bond Fund

     Investment Objective
     Seeks a high level of current income principally derived from interest on
debt securities and seeks to enhance such income by writing covered call
options on debt securities.

     Policies
     Invests principally in lower-rated, high-yield domestic debt securities
(commonly shown as "junk bonds"), U.S. Government securities, and foreign
government and corporate debt securities. Under normal circumstances, the
Fund's assets will be invested in each of these three sectors. However,
Strategic Bond Fund may occasionally invest up to 100 percent of its total
assets in any one sector, if, in the manager's judgment, the Fund has the
opportunity to seek a high level of current income without undue risk to
principal. Accordingly, the Fund's investments should be considered
speculative. Distributable income will fluctuate as the Fund's assets are
shifted among the three sectors.

     Risks
     The higher yields and income sought by Strategic Bond Fund are generally
associated with securities in the lower-rating categories of the established
rating services. Such securities are considered speculative and involve greater
risk than lower-yielding, higher-rated fixed income securities, while providing
higher yields than such securities. Lower-rated securities may be less liquid,
and significant losses could be experienced if a substantial number of other
holders of such securities decide to sell at the same time. Issuers of
lower-rated or unrated securities are generally not as financially secure or
creditworthy as issuers of higher-rated securities.

     Investment Adviser: OppenheimerFunds, Inc.

               Portfolio Partners MFS Emerging Equities Portfolio

     Investment Objective
     Seeks to provide long-term growth of capital. Dividend and interest income
from portfolio securities, if any, is incidental to the Portfolio's investment
objective.

     Policies
     Normally invests at least 80 percent of its assets in common stocks of
companies the subadviser believes are in an early phase of their life cycle,
but that have the potential to become major enterprises. Such companies would
be expected to show earnings growth over time well above the growth rate of the
overall economy and inflation and have the products, technologies, management
and market and other opportunities usually necessary to become more widely
recognized as growth companies. Emerging growth companies can be of any size.
The Portfolio may invest in larger or more established companies whose rates of
earnings growth are expected to accelerate because of special factors or basic
changes in the economic environment. Up to 25 percent of the Portfolio's net
assets may be invested in foreign issuers.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investing in
emerging growth companies involves greater risk than is customarily associated
with investments in more established companies. Such companies may have limited
product lines, markets or


- --------------------------------------------------------------------------------
                                       44
<PAGE>

financial resources and they may be dependent on one person's management. In
addition, there may be less research available on many promising small- and
medium-sized emerging growth companies, making it more difficult to find and
analyze these companies. The securities of these companies may have limited
marketability and may be subject to more abrupt or erratic market movements
than securities of larger, more established growth companies or the market
averages in general. Foreign investing involves risks that are different in
some respects from investments in the securities of U.S. issuers. Risks include
less availability of information about issuers or foreign markets, economic and
political volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

                Portfolio Partners MFS Research Growth Portfolio

   Investment Objective
     Seeks long-term growth of capital and future income.

     Policies
     Invests at least 65 percent of its total assets in common stocks, or
securities convertible into common stocks, of companies believed to possess
better than average prospects for long-term growth. A smaller proportion of the
assets may be invested in bonds, short-term obligations, preferred stocks or
common stocks whose principal characteristic is income production rather than
growth. In the case of both growth stocks and income issues, emphasis is placed
on the selection of progressive, well-managed companies. The Portfolio may
invest up to 20 percent of its net assets in foreign securities, including
emerging market securities.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investing in
securities of foreign issuers generally involves risks not ordinarily
associated with investing in securities of domestic issuers. These include less
availability of information about issuers or foreign markets, economic and
political volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

                  Portfolio Partners MFS Value Equity Portfolio

     Investment Objectives
     Seeks capital appreciation. Dividend income, if any, is a consideration
incidental to the Portfolio's objective of capital appreciation.

     Policies
     While the Portfolio's policy is to invest at least 65 percent of its total
assets in common stocks, it may seek appreciation other types of securities
(such as fixed-income, convertible bonds, convertible preferred stocks and
warrants) when relative values make such purchases appear attractive, either as
individual issues or as types of securities in certain economic environments.
The Portfolio may invest in high-yield fixed-income (below investment grade),
but will invest no more than 25 percent of its net assets in these securities.
The Portfolio may also invest up to 50 percent (but generally expects to invest
not more than 25 percent) of its net assets in foreign securities.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Lower-rated bonds have
speculated characteristics. Changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than in the case of higher-grade securities. Investing in
securities of foreign issuers generally involves risks not ordinarily
associated with investing in securities of domestic issuers. These include less
availability of


- --------------------------------------------------------------------------------
                                       45
<PAGE>

information about issuers or foreign markets, economic and political
volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

            Portfolio Partners Scudder International Growth Portfolio

     Investment Objective
     Seeks long-term growth of capital primarily through a diversified
portfolio of marketable foreign equity investments.

     Policies
     Invests in companies, wherever organized, that do business primarily
outside the United States. The Portfolio intends to diversify investments among
several countries and to have represented in its holdings business activities
in not less than three different countries. Does not intend to concentrate
investments in any particular industry. Invests primarily in equity securities
of established companies, listed on foreign exchanges, that the subadviser
believes have favorable characteristics. Although the Portfolio will consist
primarily of equity securities, it may also invest in fixed-income securities
of foreign governments and companies.

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investing in foreign securities
may involve a greater degree of risk than investing in domestic securities.
Additional risk factors include the possibility of exchange rate fluctuations,
less publicly available information, more volatile markets, less securities
regulation and less favorable tax provisions.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Scudder Kemper Investments, Inc.

            Portfolio Partners T. Rowe Price Growth Equity Portfolio

     Investment Objective
     Seeks long-term growth of capital and, secondarily, to increase dividend
income by investing primarily in common stocks of well established growth
companies.

     Policies
     Under normal market conditions the Portfolio invests at least 65 percent
of its total assets in common stocks issued by a diversified group of growth
companies. The companies in which the Portfolio invests normally (but not
always) pay dividends, which are generally expected to rise in future years as
earnings increase. Most of its assets will be invested in U.S. common stocks.
However, the Portfolio may invest in foreign securities and convertible
securities and warrants, when the subadviser considers such investments
consistent with he Portfolio's investment objective and policies.

     The Portfolio generally seeks to invest in securities of companies that
satisfy one or more of several criteria established by the subadviser. For
example, the subadviser generally seeks companies with superior growth in
earnings and cash flow; the ability to sustain earnings momentum even during
economic slowdowns by operating in so-called "fertile fields" (areas where
earnings and dividends can outpace inflation and the overall economy); and the
capability to expand even during times of slow growth. The subadviser generally
favors companies whose profits increase due to economic factors rather than
one-time events such as lower taxes. The Portfolio may engage in strategic
transactions, which may include the use of derivatives.


- --------------------------------------------------------------------------------
                                       46
<PAGE>

     Risks
     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investments in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These risks include currency,
political, economic, regulatory and market risk factors. Risk is reduced
through diversification.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
T. Rowe Price Associates, Inc.

- --------------------------------------------------------------------------------
                                       47

<PAGE>

- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT I
                                       OF
                       AETNA INSURANCE COMPANY OF AMERICA
   
- --------------------------------------------------------------------------------

              Statement of Additional Information dated May 1, 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 May 1, 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
<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                          <C>
General Information and History.............................................. 2
Variable Annuity Account I................................................... 2
Offering and Purchase of Contracts........................................... 3
Performance Data............................................................. 4
      General................................................................ 4
      Average Annual Total Return Quotations................................. 4
Annuity Payments............................................................. 8
Sales Material and Advertising............................................... 9
Independent Auditors......................................................... 9
Financial Statements of the Separate Account.................................S-1
Financial Statements of the Company..........................................F-1
</TABLE>


<PAGE>

                         GENERAL INFORMATION AND HISTORY

Aetna Insurance Company of America (the "Company") is a stock life insurance
company which was organized under the insurance laws of the State of Connecticut
in 1990. The Company is a wholly owned subsidiary of Aetna Life Insurance and
Annuity Company ("ALIAC"), 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 advisers 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 Contracts are as follows:

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


                                      -3-
<PAGE>

                                PERFORMANCE DATA

GENERAL

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

   
The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The 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 contributions were first received in the Fund under the Separate Account
and then adjust them to reflect the deduction of the maximum amount 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 a
deferred sales charge of 7% of Purchase Payments 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 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 below reflect the average annual standardized and non-standardized
total return quotation figures for the periods ended December 31, 1997 for the
variable investment options under the Contracts issued by the Company. These
returns reflect the maximum charges under the Contract as described under
"General" above; the Company may also advertise returns based on lower charges
that may apply to particular Contracts. For the Subaccounts funded by the
Portfolio Partners portfolios, two sets of performance returns are shown for
each Subaccount: one showing performance based solely on the performance of the
Portfolio Partners portfolio from November 28, 1997, the date the Portfolio
commenced operations; and one quotation based on (a) performance through
November 26, 1997 of the fund it replaced under many Company contracts and; (b)
after November 26, 1997, based on the performance of the Portfolio Partners
portfolio.

For those Subaccounts where results are not available for the full calendar
period indicated, performance for such partial periods is shown in the column
labeled "Since Inception". For standardized performance, the "Since Inception"
column shows the average annual return since the date contributions were first
received in the Fund under the Separate Account. For nonstandardized
performance, the "Since Inception" column shows average annual total return
since the Fund's inception date.
    


                                      -4-
<PAGE>

   
                                     TABLE A
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                          Date
                                                                                                                     Contributions
                                                                                      STANDARDIZED                   First Received
                                                                                                                       Under the
                                                                                                                    Separate Account
- ------------------------------------------------------------------------------------------------------------------------------------
                             SUBACCOUNT                                   1 Year     5 Year    10 Year    Inception*
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>        <C>       <C>          <C>           <C>
Aetna Ascent VP                                                           12.03%                            19.82%        07/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                   14.60%                            14.53%        02/29/96
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP                                                              0.52%                             1.15%        01/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                        9.73%                            15.38%        07/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                                             10.55%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP                                                21.96%                            21.94%        01/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                             25.93%                            26.88%        10/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                            6.68%                             9.50%        05/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)                                                  (2.29%)                            0.57%        02/29/96
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                                      12.10%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                                                  12.23%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                                                                           (5.57%)       12/22/97
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                      20.19%                            15.79%        01/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                             15.59%                            14.52%        01/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                         9.82%                            10.96%        03/29/96
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                            3.75%                             6.99%        03/29/96
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                                   12.78%                            13.58%        04/30/96
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                      16.25%                            18.43%        03/29/96
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                                       24.75%                            23.45%        03/29/96
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                    4.85%                             1.19%        03/29/96
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                            14.22%                            14.57%        03/29/96
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                      3.96%                             7.79%        04/30/96
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                              14.86%                            13.41%        03/29/96
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                    14.28%                            20.48%        01/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                   13.43%                            14.44%        05/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                                              (8.84%)                           (2.81%)       05/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                                                           2.04%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                                                           0.60%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                                                            10.26%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                                                             (2.06%)       05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                                          (8.18%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/Portfolio Partners MFS Emerging Equities(2)       1.44%                             2.13%        01/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                                            (8.82%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/Portfolio Partners MFS
Research Growth(2)                                                       (10.66%)                           (9.28%)       03/30/96
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                                               (5.68%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                                   (5.86%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/Portfolio Partners Scudder
International Growth(2)                                                                                     (5.53%)       12/15/97
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                                    (5.13%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/Portfolio Partners T. Rowe Price Growth Equity(2)   20.33%                            15.13%        01/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.
* Reflects performance from the date contributions were first received in the
Fund under the Separate Account.
(1) The current yield for the Subaccount for the 7-day period ended December 31,
1997 (on an annualized basis) was 4.068%. The current yield reflects the
deduction of all charges under the Contract that are deducted from the total
return quotations shown above except the maximum 7% deferred sales charge. 
(2) The Fund first listed was replaced with the applicable Portfolio Partners
Portfolio after the close of business on November 26, 1997. The performance
shown is based on the performance of the replaced Fund until November 26, 1997,
and the performance of the applicable Portfolio Partners Portfolio after that
date. The replaced Fund may not have been available under all Contracts. The
"Date Contributions First Received Under Separate Account" refers to the
applicable date for the replaced Fund.
    


                                      -6-
<PAGE>



   
                                     TABLE B
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                        NON-STANDARDIZED                     Fund
                                                                                                                           Inception
                                                                                                                             Date
- ------------------------------------------------------------------------------------------------------------------------------------
                             SUBACCOUNT                               1 Year     3 Years  5 Years 10 Years  Inception**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>         <C>      <C>      <C>       <C>          <C>
Aetna Ascent VP                                                       18.20%                                  20.16%       07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                               20.76%      19.82%   12.83%             10.94%       04/03/89
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1)                                                       6.77%       8.33%    5.43%    7.68%
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                   15.92%                                  16.85%       07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                       31.13%                                  31.14%       12/13/96
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1)                                         28.06%      27.01%   16.05%   15.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                         32.00%                                  32.76%       09/16/96
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                       12.89%                                  13.36%       07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2)                                            3.99%       4.14%    3.34%    4.46%
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                32.60%                                  33.02%       12/27/96
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                            37.40%                                  38.05%       12/13/96
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio(1)                                  18.39%      18.92%   11.30%   10.84%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio(1)                               26.30%      23.76%   18.48%   15.09%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio(1)                                      21.74%      22.49%   16.35%   15.54%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio(1)                                 16.01%      15.79%   12.31%   11.22%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio(1)                                     9.98%       9.90%   12.51%    8.08%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                               18.95%      15.72%   11.39%             11.16%       09/06/89
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                   22.39%                                 26.40%       01/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                                   30.83%      28.93%   18.23%             18.20%       08/27/92
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                               11.08%      14.11%                      17.55%       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                        20.38%      19.27%                      14.66%       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                 10.18%      13.15%                       8.48%       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                          21.02%      21.96%                      16.02%       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                20.43%      24.38%                      21.19%       09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                               19.59%                                  19.25%       01/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                                          (2.53%)      4.08%                       3.44%       06/14/94
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                    10.10%      19.46%   14.29%   14.46%
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                    20.70%      12.21%   17.14%             10.68%       11/12/90
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                      30.61%                                  35.28%       07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                        7.17%      10.42%                       6.12%       05/03/93
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                                            (1.27%)      11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/Portfolio Partners MFS Emerging Equities(3)   7.69%      16.32%   10.63%             17.32%       09/21/88
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                                              (1.96%)      11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/Portfolio Partners MFS
Research Growth(3)                                                    (4.33%)      5.27%    4.33%   7.19%
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                                                  1.42%       11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/Portfolio Partners MFS Value Equity(    24.56%      20.29%   11.41%   13.03%
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                                      1.23%       11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/Portfolio Partners Scudder
International Growth(3)                                                7.45%      10.03%   12.09%   10.22%
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                                       2.01%       11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/Portfolio Partners T. Rowe Price Growth
Equity(3)                                                             26.44%      23.86%   18.07%             18.02%       01/09/89
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.
** Reflects performance from the Fund's inception date.
(1) These Funds have been in operation for more than ten years.
(2) The current yield for the Subaccount for the 7-day period ended December 31,
1997 (on an annualized basis) was 4.068%. The current yield reflects the
deduction of all charges under the Contract that are deducted from the total
return quotations shown above. As in the table above, the maximum 7% deferred
sales charge is not reflected.
(3) The Fund first listed was replaced with the applicable Portfolio Partners
Portfolio after the close of business on November 26, 1997. The performance
shown is based on the performance of the replaced Fund until November 26, 1997,
and the performance of the applicable Portfolio
    



                                      -7-
<PAGE>

   
Partners Portfolio after that date. The replaced Fund may not have
been available under all Contracts. The "Fund Inception Date" refers to the
applicable date for the replaced Fund. If no date is shown, the replaced Fund
has been in operation for more than ten years.
    


                                      -8-
<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.


                                      -9-
<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 categorized the underlying Funds in terms of the
assets classes they represent and use such categories in marketing materials for
the Contracts. 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 review of filings made with the SEC.
    


                                      -10-
<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT I

                                      Index


Statement of Assets and Liabilities....................................... S-2
Statements of Operations and Changes in Net Assets........................ S-6
Notes to Financial Statements............................................. S-7
Independent Auditors' Report.............................................. S-23


                                      S-1
<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - December 31, 1997


<TABLE>
<S>                                                                                    <C>
ASSETS:
Investments, at net asset value: (Note 1)
 Aetna Variable Fund; 460,341 shares (cost $16,614,943) .............................. $15,483,675
 Aetna Income Shares; 235,061 shares (cost $3,031,485) ...............................   3,020,620
 Aetna Variable Encore Fund; 1,149,925 shares (cost $15,164,499) .....................  15,367,881
 Aetna Investment Advisers Fund, Inc.; 279,051 shares (cost $4,380,315) ..............   4,473,919
 Aetna Ascent Variable Portfolio; 76,815 shares (cost $1,127,454) ....................   1,084,513
 Aetna Crossroads Variable Portfolio; 31,718 shares (cost $411,609) ..................     415,033
 Aetna Legacy Variable Portfolio; 68,340 shares (cost $822,611) ......................     826,919
 Aetna Variable Portfolios, Inc.:
  Aetna Variable Capital Appreciation Portfolio; 74,816 shares (cost $1,022,182) .....     891,486
  Aetna Variable Growth Portfolio; 91,990 shares (cost $1,170,578) ...................     905,783
  Aetna Variable Index Plus Portfolio; 279,320 shares (cost $3,808,630) ..............   3,915,267
  Aetna Variable Small Company Portfolio; 201,662 shares (cost $2,745,151) ...........   2,575,173
 Alger American Funds:
  Balanced Portfolio; 130,207 shares (cost $1,275,903) ...............................   1,401,032
  Income and Growth Portfolio; 342,849 shares (cost $3,522,033) ......................   3,767,914
  Leveraged AllCap Portfolio; 126,003 shares (cost $2,653,864) .......................   2,919,482
 American Century Investments:
  Balanced Fund; 79,700 shares (cost $612,625) .......................................     656,724
  International Fund; 299,358 shares (cost $1,938,702) ...............................   2,047,606
 Calvert Social Balanced Portfolio; 16,398 shares (cost $38,333) .....................      32,500
 Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio; 1,414,165 shares (cost $29,762,531) .......................  34,335,916
  Growth Portfolio; 502,429 shares (cost $16,027,024) ................................  18,640,127
  High Income Portfolio; 840,560 shares (cost $10,736,627) ...........................  11,414,802
  Overseas Portfolio; 155,660 shares (cost $2,905,453) ...............................   2,988,676
 Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio; 210,350 shares (cost $3,540,570) ..........................   3,788,411
  Contrafund Portfolio; 1,248,608 shares (cost $21,593,730) ..........................  24,897,252
  Index 500 Portfolio; 200,197 shares (cost $19,996,691) .............................  22,900,554
  Investment Grade Bond Portfolio; 114,744 shares (cost $1,378,087) ..................   1,441,187
 Insurance Management Series:
  American Leaders Fund II; 5,810,863 shares (cost $86,494,347) ...................... 114,067,242
  Equity Income Fund II; 1,051,372 shares (cost $12,226,145) .........................  12,942,385
  Growth Strategies Fund II; 1,522,348 shares (cost $20,206,907) .....................  24,585,918
  High Income Bond Fund II; 2,370,858 shares (cost $24,105,525) ......................  25,960,897
  International Equity Fund II; 1,638,572 shares (cost $18,263,063) ..................  20,105,275
  Prime Money Fund II; 3,759,186 shares (cost $3,759,186) ............................   3,759,186
  U.S. Government Securities Fund II; 535,586 shares (cost $5,420,161) ...............   5,645,077
  Utility Fund II; 1,478,185 shares (cost $16,701,803) ...............................  21,123,263
 Janus Aspen Series:
  Aggressive Growth Portfolio; 318,959 shares (cost $5,868,670) ......................   6,554,615
  Balanced Portfolio; 442,266 shares (cost $6,980,252) ...............................   7,726,386
  Flexible Income Portfolio; 169,853 shares (cost $1,968,733) ........................   2,000,867
  Growth Portfolio; 545,327 shares (cost $9,051,127) .................................  10,077,645
  Worldwide Growth Portfolio; 1,912,294 shares (cost $39,994,925) ....................  44,728,546
 Lexington Emerging Markets Fund; 138,054 shares (cost $1,532,488) ...................   1,230,059
 Lexington Natural Resources Trust Fund; 96,267 shares (cost $1,424,122) .............   1,435,334
 MFS Funds:
  Total Return Series; 410,009 shares (cost $6,222,891) ..............................   6,818,458
  World Government Series; 52,289 shares (cost $529,421) .............................     533,867
</TABLE>


                                      S-2
<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - December 31, 1997 (continued):


<TABLE>
<S>                                                                                     <C>
 Oppenheimer Funds:
  Capital Appreciation Fund; 19,573 shares (cost $814,715) ...........................  $    801,718
  Global Securities Fund; 47,278 shares (cost $1,003,515) ............................     1,010,341
  Growth and Income Fund; 220,089 shares (cost $4,392,520) ...........................     4,529,430
  Strategic Bond Fund; 270,619 shares (cost $1,392,363) ..............................     1,385,569
 Portfolio Partners, Inc. (PPI):
  PPI MFS Emerging Equities Portfolio; 589,192 shares (cost $25,548,157) .............    25,276,316
  PPI MFS Research Growth Portfolio; 1,461,688 shares (cost $14,428,746) .............    14,192,990
  PPI MFS Value Equity Portfolio; 73,407 shares (cost $2,171,416) ....................     2,195,611
  PPI Scudder International Growth Portfolio; 1,806 shares (cost $25,926) ............        25,466
  PPI T. Rowe Price Growth Equity Portfolio; 498,910 shares (cost $21,325,466) .......    21,757,475
                                                                                        ------------
 NET ASSETS (cost $498,134,220) ......................................................  $560,662,388
                                                                                        ============
 
Net assets represented by:
 
Reserves for annuity contracts in accumulation and payment period: (Notes 1 and 5)
 
 Aetna Variable Fund:
  Annuity contracts in accumulation ..................................................  $ 15,483,675
 Aetna Income Shares:
  Annuity contracts in accumulation ..................................................     3,020,620
 Aetna Variable Encore Fund:
  Annuity contracts in accumulation ..................................................    15,367,881
 Aetna Investment Advisers Fund, Inc.:
  Annuity contracts in accumulation ..................................................     4,473,919
 Aetna Ascent Variable Portfolio:
  Annuity contracts in accumulation ..................................................     1,084,513
 Aetna Crossroads Variable Portfolio:
  Annuity contracts in accumulation ..................................................       415,033
 Aetna Legacy Variable Portfolio:
  Annuity contracts in accumulation ..................................................       793,678
  Annuity contracts in payment period ................................................        33,241
 Aetna Variable Portfolios, Inc.:
  Aetna Variable Capital Appreciation Portfolio:
  Annuity contracts in accumulation ..................................................       891,486
  Aetna Variable Growth Portfolio:
  Annuity contracts in accumulation ..................................................       905,783
  Aetna Variable Index Plus Portfolio:
  Annuity contracts in accumulation ..................................................     3,915,267
  Aetna Variable Small Company Portfolio:
  Annuity contracts in accumulation ..................................................     2,575,173
 Alger American Funds:
  Balanced Portfolio:
  Annuity contracts in accumulation ..................................................     1,401,032
  Income and Growth Portfolio:
  Annuity contracts in accumulation ..................................................     3,767,914
  Leveraged AllCap Portfolio:
  Annuity contracts in accumulation ..................................................     2,919,482
 American Century Investments:
  Balanced Fund:
  Annuity contracts in accumulation ..................................................       656,724
</TABLE>


                                      S-3
<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - December 31, 1997 (continued):


<TABLE>
<S>                                                        <C>
  International Fund:
  Annuity contracts in accumulation ...................... $ 2,047,606
 Calvert Social Balanced Portfolio:
  Annuity contracts in accumulation ......................      32,500
 Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio:
  Annuity contracts in accumulation ......................  34,335,916
  Growth Portfolio:
  Annuity contracts in accumulation ......................  18,640,127
  High Income:
  Annuity contracts in accumulation ......................  11,414,802
  Overseas Portfolio:
  Annuity contracts in accumulation ......................   2,988,676
 Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio:
  Annuity contracts in accumulation ......................   3,788,411
  Contrafund Portfolio:
  Annuity contracts in accumulation ......................  24,897,252
  Index 500 Portfolio:
  Annuity contracts in accumulation ......................  22,900,554
  Investment Grade Bond Portfolio:
  Annuity contracts in accumulation ......................   1,441,187
 Insurance Management Series:
  American Leaders Fund II:
  Annuity contracts in accumulation ...................... 114,050,410
  Annuity contracts in payment period ....................      16,832
  Equity Income Fund II:
  Annuity contracts in accumulation ......................  12,942,385
  Growth Strategies Fund II:
  Annuity contracts in accumulation ......................  24,585,918
  High Income Bond Fund II:
  Annuity contracts in accumulation ......................  25,944,158
  Annuity contracts in payment period ....................      16,739
  International Equity Fund II:
  Annuity contracts in accumulation ......................  20,105,275
  Prime Money Fund II:
  Annuity contracts in accumulation ......................   3,759,186
  U.S. Government Securities Fund II:
  Annuity contracts in accumulation ......................   5,645,077
  Utility Fund II:
  Annuity contracts in accumulation ......................  21,104,322
  Annuity contracts in payment period ....................      18,941
 Janus Aspen Series:
  Aggressive Growth Portfolio:
  Annuity contracts in accumulation ......................   6,554,615
  Balanced Portfolio:
  Annuity contracts in accumulation ......................   7,726,386
  Flexible Income Portfolio:
  Annuity contracts in accumulation ......................   2,000,867
  Growth Portfolio:
  Annuity contracts in accumulation ......................  10,077,645
</TABLE>


                                      S-4
<PAGE>

Variable Annuity Account I

Statement of Assets and Liabilities - December 31, 1997 (continued):


<TABLE>
<S>                                           <C>
  Worldwide Growth Portfolio:
  Annuity contracts in accumulation ......... $ 44,728,546
 Lexington Emerging Markets Fund:
  Annuity contracts in accumulation .........    1,230,059
 Lexington Natural Resources Trust Fund:
  Annuity contracts in accumulation .........    1,435,334
 MFS Funds:
  Total Return Series:
  Annuity contracts in accumulation .........    6,818,458
  World Government Series:
  Annuity contracts in accumulation .........      533,867
 Oppenheimer Funds:
  Capital Appreciation Fund:
  Annuity contracts in accumulation .........      801,718
  Global Securities Fund:
  Annuity contracts in accumulation .........    1,010,341
  Growth and Income Fund:
  Annuity contracts in accumulation .........    4,529,430
  Strategic Bond Fund:
  Annuity contracts in accumulation .........    1,385,569
 Portfolio Partners, Inc.:
  PPI MFS Emerging Equities Portfolio:
  Annuity contracts in accumulation .........   25,276,316
  PPI MFS Research Growth Portfolio:
  Annuity contracts in accumulation .........   14,192,990
  PPI MFS Value Equity Portfolio:
  Annuity contracts in accumulation .........    2,195,611
  PPI Scudder International Growth Portfolio:
  Annuity contracts in accumulation .........       25,466
  PPI T. Rowe Price Growth Equity Portfolio:
  Annuity contracts in accumulation .........   21,757,475
                                              ------------
                                              $560,662,388
                                              ============
</TABLE>


See Notes to Financial Statements


                                      S-5
<PAGE>

Variable Annuity Account I

Statements of Operations and Changes in Net Assets


<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                                              1997               1996
                                                                              ----               ----
<S>                                                                      <C>                <C>
INVESTMENT INCOME:
Income: (Notes 1, 3 and 5)
 Dividends ..........................................................    $  13,569,495      $  3,142,826
Expenses: (Notes 2 and 5)
 Valuation period deductions ........................................       (5,565,448)       (1,469,442)
                                                                         -------------      ------------
Net investment income ...............................................        8,004,047         1,673,384
                                                                         -------------      ------------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
 Proceeds from sales ................................................      170,076,421        30,774,009
 Cost of investments sold ...........................................      157,030,583        30,447,382
                                                                         -------------      ------------
  Net realized gain .................................................       13,045,838           326,627
Net unrealized gain on investments: (Note 5)
 Beginning of year ..................................................       13,871,018         1,366,008
 End of year ........................................................       62,528,168        13,871,018
                                                                         -------------      ------------
  Net change in unrealized gain .....................................       48,657,150        12,505,010
                                                                         -------------      ------------
Net realized and unrealized gain on investments .....................       61,702,988        12,831,637
                                                                         -------------      ------------
Net increase in net assets resulting from operations ................       69,707,035        14,505,021
                                                                         -------------      ------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments .........................      230,999,062       151,305,122
Transfers from the Company's fixed account options ..................       55,038,062        21,839,958
Redemptions by contract holders .....................................      (14,064,451)       (2,630,806)
Annuity Payments ....................................................          (14,846)                0
Other ...............................................................           99,606           121,009
                                                                         -------------      ------------
 Net increase in net assets from unit transactions (Note 5) .........      272,057,433       170,635,283
                                                                         -------------      ------------
Change in net assets ................................................      341,764,468       185,140,304
NET ASSETS:
Beginning of year ...................................................      218,897,920        33,757,616
                                                                         -------------      ------------
End of year .........................................................    $ 560,662,388      $218,897,920
                                                                         =============      ============
</TABLE>


See Notes to Financial Statements


                                      S-6
<PAGE>

Variable Annuity Account I

Notes to Financial Statements - December 31, 1997

1. Summary of Significant Accounting Policies


   Variable Annuity Account I (the "Account") is a separate account
   established by Aetna Insurance Company of America (the "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, 1997:

      Aetna Variable Fund
      Aetna Income Shares
      Aetna Variable Encore Fund
      Aetna Investment Advisers Fund, Inc.
      Aetna Ascent Variable Portfolio
      Aetna Crossroads Variable Portfolio
      Aetna Legacy Variable Portfolio
      Aetna Variable Portfolios, Inc.:
      [bullet] Aetna Variable Capital Appreciation Portfolio
      [bullet] Aetna Variable Growth Portfolio
      [bullet] Aetna Variable Index Plus Portfolio
      [bullet] Aetna Variable Small Company Portfolio
      Alger American Funds:
      [bullet] Balanced Portfolio
      [bullet] Income and Growth Portfolio
      [bullet] Leveraged AllCap Portfolio
      American Century Investments:
      [bullet] Balanced Fund
      [bullet] International Fund
      Calvert Social Balanced Portfolio
      Fidelity Investments Variable Insurance Products Fund:
      [bullet] Equity-Income Portfolio
      [bullet] Growth Portfolio
      [bullet] High Income Portfolio
      [bullet] Overseas Portfolio
      Fidelity Investments Variable Insurance Products Fund II:
      [bullet] Asset Manager Portfolio
      [bullet] Contrafund Portfolio
      [bullet] Index 500 Portfolio
      [bullet] Investment Grade Bond Portfolio

      Insurance Management Series:
      [bullet] American Leaders Fund II
      [bullet] Equity Income Fund II
      [bullet] Growth Strategies Fund II
      [bullet] High Income Bond Fund II
      [bullet] International Equity Fund II
      [bullet] Prime Money Fund II
      [bullet] U.S. Government Securities Fund II
      [bullet] Utility Fund II
      Janus Aspen Series:
      [bullet] Aggressive Growth Portfolio
      [bullet] Balanced Portfolio
      [bullet] Flexible Income Portfolio
      [bullet] Growth Portfolio
      [bullet] Worldwide Growth Portfolio
      Lexington Emerging Markets Fund
      Lexington Natural Resources Trust Fund
      MFS Funds:
      [bullet] Total Return Series
      [bullet] World Government Series
      Oppenheimer Funds:
      [bullet] Capital Appreciation Fund
      [bullet] Global Securities Fund
      [bullet] Growth and Income Fund
      [bullet] Strategic Bond Fund
      Portfolio Partners, Inc.:
      [bullet] PPI MFS Emerging Equities Portfolio
      [bullet] PPI MFS Research Growth Portfolio
      [bullet] PPI MFS Value Equity Portfolio
      [bullet] PPI Scudder International Growth Portfolio
      [bullet] PPI T. Rowe Price Growth Equity Portfolio

    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.


                                      S-7
<PAGE>

Variable Annuity Account I

Notes to Financial Statements - December 31, 1997 (continued):

    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, 1997 and 1996
   aggregated $450,137,902 and $170,076,421; $203,082,676 and $30,774,009,
   respectively.


                                      S-8
<PAGE>

Variable Annuity Account I

Notes to Financial Statements - December 31, 1997 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net
    Assets


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                     Valuation      Proceeds      Cost of         Net
                                                                      Period          from      Investments    Realized
                                                      Dividends     Deductions       Sales          Sold      Gain (Loss)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>             <C>          <C>           <C>           <C>       
   Aetna Variable Fund:                              $2,917,442      ($125,993)   $   772,972   $   648,307   $  124,665
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Aetna Income Shares:                                 151,053        (26,889)       754,709       750,000        4,709
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Aetna Variable Encore Fund:                          322,525       (170,170)    19,808,667    19,627,696      180,971
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Aetna Investment Advisers Fund, Inc.:                443,088        (36,303)       411,120       371,132       39,988
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Aetna Ascent Variable Portfolio:                      66,289         (9,238)     1,580,817     1,443,402      137,415
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Aetna Crossroads Variable Portfolio:                  26,978         (2,883)         5,444         4,842          602
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Aetna Legacy Variable Portfolio:                      45,122         (6,136)       199,255       188,641       10,614
Annuity contracts in accumulation
Annuity contracts in payment period
- -----------------------------------------------------------------------------------------------------------------------------
Aetna Variable Portfolios, Inc.:
   Aetna Variable Capital Appreciation Portfolio:       141,848         (2,366)       140,737       134,978        5,759
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Aetna Variable Growth Portfolio:                     242,318         (2,483)       311,238       305,917        5,321
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Aetna Variable Index Plus Portfolio:                 156,860        (28,110)     1,772,894     1,552,332      220,562
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Aetna Variable Small Company Portfolio:              155,307         (7,993)       104,643        86,811       17,832
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
Alger American Funds:
   Balanced Portfolio:                                   24,076        (13,590)       120,684        99,159       21,525
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Growth Portfolio: (1)                                 89,153       (132,536)    15,600,119    13,181,627    2,418,492
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Income and Growth Portfolio:                          65,111        (31,295)     1,374,610     1,109,169      265,441
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Leveraged AllCap Portfolio:                                0        (36,689)     1,293,544     1,102,668      190,876
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   MidCap Portfolio: (1)                                 80,363        (75,046)     9,541,316     8,551,109      990,207
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
   Small Capitalization Portfolio: (2)                  338,930       (118,559)    12,725,130    12,057,293      667,837
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
American Century Investments:
   Balanced Fund:                                        29,309         (8,128)       203,349       186,540       16,809
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-9
<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>
          ($143,001)      ($ 1,131,268)     ($ 988,267)        $  9,726,519
                                                                                   $3,829,309      $15,483,675
- -----------------------------------------------------------------------------------------------------------------------------
            (21,783)           (10,865)         10,918            1,877,585
                                                                                    1,003,244        3,020,620
- -----------------------------------------------------------------------------------------------------------------------------
             61,606            203,382         141,776            6,513,403
                                                                                    8,379,376       15,367,881
- -----------------------------------------------------------------------------------------------------------------------------
             15,913             93,604          77,691            3,246,840
                                                                                      702,615        4,473,919
- -----------------------------------------------------------------------------------------------------------------------------
             56,427            (42,941)        (99,368)            (175,693)
                                                                                    1,165,108        1,084,513
- -----------------------------------------------------------------------------------------------------------------------------
               (282)             3,424           3,706              309,890
                                                                                       76,740          415,033
- -----------------------------------------------------------------------------------------------------------------------------
             (3,582)             4,308           7,890              669,065
                                                                                      100,364          793,678
                                                                                            0           33,241
- -----------------------------------------------------------------------------------------------------------------------------
                  0           (130,696)       (130,696)             876,941
                                                                                            0          891,486
- -----------------------------------------------------------------------------------------------------------------------------
                  0           (264,795)       (264,795)             925,422
                                                                                            0          905,783
- -----------------------------------------------------------------------------------------------------------------------------
               (786)           106,638         107,424            3,426,210
                                                                                       32,321        3,915,267
- -----------------------------------------------------------------------------------------------------------------------------
                  0           (169,978)       (169,978)           2,580,005
                                                                                            0        2,575,173
- -----------------------------------------------------------------------------------------------------------------------------

             19,051            125,129         106,078              755,128
                                                                                      507,815        1,401,032
- -----------------------------------------------------------------------------------------------------------------------------
            331,002                  0        (331,002)          (8,508,847)
                                                                                    6,464,740                0
- -----------------------------------------------------------------------------------------------------------------------------
             43,184            245,881         202,697            2,618,690
                                                                                      647,270        3,767,914
- -----------------------------------------------------------------------------------------------------------------------------
             53,728            265,618         211,890              540,838
                                                                                    2,012,567        2,919,482
- -----------------------------------------------------------------------------------------------------------------------------
            172,467                  0        (172,467)          (4,925,256)
                                                                                    4,102,199                0
- -----------------------------------------------------------------------------------------------------------------------------
            (40,650)                 0          40,650           (7,934,029)
                                                                                    7,005,171                0
- -----------------------------------------------------------------------------------------------------------------------------

             10,011             44,098          34,087              211,174
                                                                                      373,473          656,724
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-10
<PAGE>

Variable Annuity Account I

Notes to Financial Statements - December 31, 1997 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net
    Assets (continued):


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                                Valuation
                                                                                  Period
                                                                Dividends       Deductions
- ----------------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>
   Capital Appreciation Fund: (3)                              $    13,359        ($10,581)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
   International Fund:                                              43,440         (24,794)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio:                                    0              (2)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:                                      1,381,407        (329,134)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
   Growth Portfolio:                                               387,748        (199,645)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
   High Income Portfolio:                                          258,910         (88,291)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
   Overseas Portfolio:                                             123,104         (32,314)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:                                        167,003         (32,759)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
   Contrafund Portfolio:                                           273,634        (226,793)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
   Index 500 Portfolio:                                            198,117        (197,448)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
   Investment Grade Bond Portfolio:                                 34,282         (13,109)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
Insurance Management Series:
   American Leaders Fund II:                                     2,021,951      (1,254,649)
Annuity contracts in accumulation
Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------------
   Equity Income Fund II:                                           42,089         (75,051)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
   Growth Strategies Fund II:                                       83,791        (249,588)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
   High Income Bond Fund II:                                     1,053,521        (275,549)
Annuity contracts in accumulation
Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------------
   International Equity Fund II:                                    15,632        (226,665)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------
   Prime Money Fund II:                                            210,825         (62,256)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------


<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                 Proceeds      Cost of         Net
                                                                   from      Investments    Realized
                                                                  Sales          Sold      Gain (Loss)
- -----------------------------------------------------------------------------------------------------------
<S>                                                            <C>           <C>            <C>
   Capital Appreciation Fund: (3)                              $1,483,901    $1,555,024      ($71,123)
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   International Fund:                                            793,249       675,144       118,105
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio:                                  6,738         7,426          (688)
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:                                     1,006,879       870,117       136,762
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Growth Portfolio:                                            1,523,787     1,391,777       132,010
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   High Income Portfolio:                                       1,389,256     1,263,386       125,870
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Overseas Portfolio:                                            372,931       345,379        27,552
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:                                        95,686        90,640         5,046
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Contrafund Portfolio:                                          624,535       485,003       139,532
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Index 500 Portfolio:                                         2,562,053     1,860,408       701,645
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Investment Grade Bond Portfolio:                               292,775       284,565         8,210
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
Insurance Management Series:
   American Leaders Fund II:                                    3,672,802     2,283,020     1,389,782
Annuity contracts in accumulation
Annuity contracts in payment period
- -----------------------------------------------------------------------------------------------------------
   Equity Income Fund II:                                         125,938       117,498         8,440
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Growth Strategies Fund II:                                     644,437       464,629       179,808
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   High Income Bond Fund II:                                    1,329,211     1,199,797       129,414
Annuity contracts in accumulation
Annuity contracts in payment period
- -----------------------------------------------------------------------------------------------------------
   International Equity Fund II:                                  792,013       683,940       108,073
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Prime Money Fund II:                                         5,616,613     5,616,577            36
Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-11
<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>
          ($11,204)              $0         $11,204          ($403,000)
                                                                                  $460,141               $0
- ------------------------------------------------------------------------------------------------------------------------
            47,176          108,904          61,728          1,023,868
                                                                                   825,259        2,047,606
- ------------------------------------------------------------------------------------------------------------------------
                 0           (5,832)         (5,832)            39,022
                                                                                         0           32,500
- ------------------------------------------------------------------------------------------------------------------------
           763,902        4,573,383       3,809,481         17,482,048
                                                                                11,855,352       34,335,916
- ------------------------------------------------------------------------------------------------------------------------
           339,925        2,613,104       2,273,179          6,518,902
                                                                                 9,527,933       18,640,127
- ------------------------------------------------------------------------------------------------------------------------
            99,376          678,175         578,799          7,802,056
                                                                                 2,737,458       11,414,802
- ------------------------------------------------------------------------------------------------------------------------
            66,703           83,223          16,520          1,531,886
                                                                                 1,321,928        2,988,676
- ------------------------------------------------------------------------------------------------------------------------

            56,785          247,841         191,056          2,241,299
                                                                                 1,216,766        3,788,411
- ------------------------------------------------------------------------------------------------------------------------
           438,859        3,303,522       2,864,663         15,304,885
                                                                                 6,541,331       24,897,252
- ------------------------------------------------------------------------------------------------------------------------
           375,527        2,903,863       2,528,336         14,780,907
                                                                                 4,888,997       22,900,554
- ------------------------------------------------------------------------------------------------------------------------
            10,325           63,100          52,775            910,396
                                                                                   448,634        1,441,187
- ------------------------------------------------------------------------------------------------------------------------

         7,073,040       27,572,894      20,499,854         33,372,942
                                                                                58,037,362      114,050,410
                                                                                         0           16,832
- ------------------------------------------------------------------------------------------------------------------------
                 0          716,240         716,240         12,250,666
                                                                                         0       12,942,385
- ------------------------------------------------------------------------------------------------------------------------
           890,268        4,379,010       3,488,742         11,282,487
                                                                                 9,800,678       24,585,918
- ------------------------------------------------------------------------------------------------------------------------
           442,872        1,855,372       1,412,500         12,049,585
                                                                                11,591,426       25,944,158
                                                                                         0           16,739
- ------------------------------------------------------------------------------------------------------------------------
           599,852        1,842,212       1,242,360          7,630,546
                                                                                11,335,329       20,105,275
- ------------------------------------------------------------------------------------------------------------------------
                 0                0               0            102,916
                                                                                 3,507,665        3,759,186
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-12
<PAGE>

Variable Annuity Account I

Notes to Financial Statements - December 31, 1997 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net
    Assets (continued):


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                               Valuation       Proceeds        Cost of           Net
                                                                Period           from        Investments      Realized
                                                Dividends     Deductions        Sales            Sold        Gain (Loss)
- ------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>           <C>             <C>             <C>        
   U.S. Government Securities Fund II:          $136,009        ($57,878)       $815,197        $816,209        ($1,012)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Utility Fund II:                                 698,490        (236,725)      1,251,178       1,013,333        237,845
   Annuity contracts in accumulation
Annuity contracts in payment period
- ------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
   Aggressive Growth Portfolio:                        0         (64,625)      1,801,019       1,701,173         99,846
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Balanced Portfolio:                           181,361         (69,510)        417,457         346,860         70,597
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Flexible Income Portfolio:                     87,894         (14,471)        333,439         322,660         10,779
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Growth Portfolio:                             219,777         (99,435)        947,759         774,701        173,058
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Short-Term Bond Portfolio: (4)                 10,649          (6,397)      1,087,777       1,072,304         15,473
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Worldwide Growth Portfolio:                   522,386        (448,359)      2,135,232       1,701,774        433,458
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Lexington Emerging Markets Fund:                1,295         (21,167)      1,232,664       1,305,131        (72,467)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Lexington Natural Resources Trust Fund:        41,210         (18,555)      1,350,194       1,215,906        134,288
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
MFS Funds:
   Emerging Growth Series: (2)                         0        (116,977)     15,517,072      13,662,725      1,854,347
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Research Series: (3)                                0        (100,752)     13,471,461      12,125,968      1,345,493
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Total Return Series:                                0         (54,566)        831,314         702,549        128,765
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Value Series: (5)                                   0          (5,724)      1,671,063       1,502,195        168,868
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   World Government Series:                       15,615          (8,914)        711,009         723,530        (12,521)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Oppenheimer Funds:
   Capital Appreciation Fund:                          0          (2,638)         62,476          58,435          4,041
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Global Securities Fund:                             0          (3,510)         38,265          35,536          2,729
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
   Growth and Income Fund:                        12,626         (13,385)        107,192          95,273         11,919
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-13
<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>
          ($201)       $224,916        $225,117           $2,886,389
                                                                             $2,456,452      $5,645,077
- -----------------------------------------------------------------------------------------------------------------
      1,106,478       4,421,460       3,314,982            3,773,450
                                                                             13,335,221      21,104,322
                                                                                      0          18,941
- -----------------------------------------------------------------------------------------------------------------

         17,905         685,946         668,041            3,097,139
                                                                              2,754,214       6,554,615
- -----------------------------------------------------------------------------------------------------------------
         46,718         746,135         699,417            4,857,371
                                                                              1,987,150       7,726,386
- -----------------------------------------------------------------------------------------------------------------
          5,974          32,134          26,160            1,497,111
                                                                                393,394       2,000,867
- -----------------------------------------------------------------------------------------------------------------
         90,906       1,026,518         935,612            5,734,794
                                                                              3,113,839      10,077,645
- -----------------------------------------------------------------------------------------------------------------
         (1,799)              0           1,799             (335,569)
                                                                                314,045               0
- -----------------------------------------------------------------------------------------------------------------
        658,071       4,733,621       4,075,550           26,343,094
                                                                             13,802,417      44,728,546
- -----------------------------------------------------------------------------------------------------------------
         (4,649)       (302,429)       (297,780)             854,308
                                                                                765,870       1,230,059
- -----------------------------------------------------------------------------------------------------------------
         98,720          11,212         (87,508)              36,049
                                                                              1,329,850       1,435,334
- -----------------------------------------------------------------------------------------------------------------

         13,628               0         (13,628)          (5,940,064)
                                                                              4,216,322               0
- -----------------------------------------------------------------------------------------------------------------
         66,161               0         (66,161)          (3,668,017)
                                                                              2,489,437               0
- -----------------------------------------------------------------------------------------------------------------
         22,362         595,567         573,205            4,989,205
                                                                              1,181,849       6,818,458
- -----------------------------------------------------------------------------------------------------------------
            156               0            (156)            (207,849)
                                                                                 44,861               0
- -----------------------------------------------------------------------------------------------------------------
          3,877           4,445             568              324,691
                                                                                214,428         533,867
- -----------------------------------------------------------------------------------------------------------------

              0         (12,997)        (12,997)             813,312
                                                                                      0         801,718
- -----------------------------------------------------------------------------------------------------------------
              0           6,826           6,826            1,004,296
                                                                                      0       1,010,341
- -----------------------------------------------------------------------------------------------------------------
              0         136,910         136,910            4,381,360
                                                                                      0       4,529,430
- -----------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-14
<PAGE>

Variable Annuity Account I

Notes to Financial Statements - December 31, 1997 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net
    Assets (continued):


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                     Valuation
                                                                      Period
                                                    Dividends       Deductions
- -------------------------------------------------------------------------------
<S>                                               <C>              <C>
   Strategic Bond Fund:                               $37,598          ($5,530)
Annuity contracts in accumulation
- -------------------------------------------------------------------------------
Portfolio Partners, Inc.:
   PPI MFS Emerging Equities Portfolio:                     0          (33,567)
Annuity contracts in accumulation
- -------------------------------------------------------------------------------
   PPI MFS Research Growth Portfolio:                       0          (18,615)
Annuity contracts in accumulation
- -------------------------------------------------------------------------------
   PPI MFS Value Equity Portfolio:                          0           (2,523)
Annuity contracts in accumulation
- -------------------------------------------------------------------------------
   PPI Scudder International Growth Portfolio:              0               (5)
Annuity contracts in accumulation
- -------------------------------------------------------------------------------
   PPI T. Rowe Price Growth Equity Portfolio:               0          (28,585)
Annuity contracts in accumulation
- -------------------------------------------------------------------------------
   Total Variable Annuity Account I               $13,569,495      ($5,565,448)
===============================================================================



<CAPTION>
- --------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                     Proceeds        Cost of           Net
                                                       from        Investments       Realized
                                                      Sales            Sold        Gain (Loss)
- --------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>              <C>        
   Strategic Bond Fund:                                $50,466         $49,763            $703
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
Portfolio Partners, Inc.:
   PPI MFS Emerging Equities Portfolio:             14,301,627      14,309,825          (8,198)
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   PPI MFS Research Growth Portfolio:               13,341,021      13,351,443         (10,422)
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   PPI MFS Value Equity Portfolio:                   1,560,760       1,560,280             480
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   PPI Scudder International Growth Portfolio:               4               4               0
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   PPI T. Rowe Price Growth Equity Portfolio:        7,986,723       7,987,053            (330)
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Total Variable Annuity Account I               $170,076,421    $157,030,583     $13,045,838
==================================================================================================
</TABLE>

(1) Effective November 28, 1997, assets from these funds were transferred to the
    PPI T. Rowe Price Growth Equity Portfolio.

(2) Effective November 28, 1997, assets from these funds were transferred to the
    PPI MFS Emerging Equities Portfolio.

(3) Effective November 28, 1997, assets from these funds were transferred to the
    PPI MFS Research Growth Portfolio.

(4) Effective November 28, 1997, assets from these funds were transferred to the
    Aetna Variable Encore Fund.

(5) Effective November 28, 1997, assets from these funds were transferred to the
    PPI MFS Value Equity Portfolio.
    

                                      S-15
<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>
          $0           ($6,794)          ($6,794)          $1,359,592
                                                                                       $0        $1,385,569
- --------------------------------------------------------------------------------------------------------------------

           0          (271,841)         (271,841)          25,589,922
                                                                                        0        25,276,316
- --------------------------------------------------------------------------------------------------------------------
           0          (235,756)         (235,756)          14,457,783
                                                                                        0        14,192,990
- --------------------------------------------------------------------------------------------------------------------
           0            24,196            24,196            2,173,458
                                                                                        0         2,195,611
- --------------------------------------------------------------------------------------------------------------------
           0              (460)             (460)              25,931
                                                                                        0            25,466
- --------------------------------------------------------------------------------------------------------------------
           0           432,009           432,009           21,354,381
                                                                                        0        21,757,475
- --------------------------------------------------------------------------------------------------------------------
 $13,871,018       $62,528,168       $48,657,150         $272,057,433        $218,897,920      $560,662,388
====================================================================================================================
</TABLE>


                                      S-16
<PAGE>

Variable Annuity Account I

Notes to Financial Statements - December 31, 1997 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net
    Assets (continued):


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                                         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:
   Equity-Income 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
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-17
<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>
         $0        ($143,001)      ($143,001)          $3,559,569
                                                                              $0         $3,829,309
- ----------------------------------------------------------------------------------------------------------
          0          (21,783)        (21,783)             980,564
                                                                               0          1,003,244
- ----------------------------------------------------------------------------------------------------------
          0           61,606          61,606            8,262,668
                                                                               0          8,379,376
- ----------------------------------------------------------------------------------------------------------
          0           15,913          15,913              639,143
                                                                               0            702,615
- ----------------------------------------------------------------------------------------------------------
          0           56,427          56,427            1,070,098
                                                                               0          1,165,108
- ----------------------------------------------------------------------------------------------------------
          0             (282)           (282)              73,943
                                                                               0             76,740
- ----------------------------------------------------------------------------------------------------------
          0           (3,582)         (3,582)              98,789
                                                                              (1)           100,364
- ----------------------------------------------------------------------------------------------------------
          0             (786)           (786)              31,313
                                                                               0             32,321
- ----------------------------------------------------------------------------------------------------------

          0           19,051          19,051              489,854
                                                                               0            507,815
- ----------------------------------------------------------------------------------------------------------
       (303)         331,002         331,305            6,071,518
                                                                          36,711          6,464,740
- ----------------------------------------------------------------------------------------------------------
          0           43,184          43,184              592,011
                                                                               0            647,270
- ----------------------------------------------------------------------------------------------------------
          0           53,728          53,728            1,974,038
                                                                               0          2,012,567
- ----------------------------------------------------------------------------------------------------------
          0          172,467         172,467            3,999,130
                                                                               1          4,102,199
- ----------------------------------------------------------------------------------------------------------
     (1,042)         (40,650)        (39,608)           7,044,153
                                                                          35,778          7,005,171
- ----------------------------------------------------------------------------------------------------------

          0          763,902         763,902           11,149,944
                                                                               0         11,855,352
- ----------------------------------------------------------------------------------------------------------
          0          339,925         339,925            9,199,562
                                                                               0          9,527,933
- ----------------------------------------------------------------------------------------------------------
          0           99,376          99,376            2,614,682
                                                                               0          2,737,458
- ----------------------------------------------------------------------------------------------------------
          0           66,703          66,703            1,253,524
                                                                               0          1,321,928
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-18
<PAGE>

Variable Annuity Account I

Notes to Financial Statements - December 31, 1997 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net
    Assets (continued):


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                                            Valuation    Proceeds      Cost of          Net
                                                                             Period        from      Investments     Realized
                                                               Dividends   Deductions      Sales         Sold       Gain (Loss)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>          <C>         <C>          <C>            <C>     
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
- ---------------------------------------------------------------------------------------------------------------------------------
   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
- ---------------------------------------------------------------------------------------------------------------------------------
   Short-Term 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
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-19
<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>

         $0         $56,785         $56,785          $1,163,217
                                                                                 $0      $1,216,766
- -----------------------------------------------------------------------------------------------------------
          0         438,859         438,859           6,105,333
                                                                                  0       6,541,331
- -----------------------------------------------------------------------------------------------------------
          0         375,527         375,527           4,514,462
                                                                                  0       4,888,997
- -----------------------------------------------------------------------------------------------------------
          0          10,325          10,325             440,327
                                                                                  0         448,634
- -----------------------------------------------------------------------------------------------------------

    871,936       7,073,040       6,201,104          35,057,409
                                                                         16,434,144      58,037,362
- -----------------------------------------------------------------------------------------------------------
      4,198         890,268         886,070           8,762,085
                                                                            187,382       9,800,678
- -----------------------------------------------------------------------------------------------------------
     47,839         442,872         395,033           7,472,858
                                                                          3,197,071      11,591,426
- -----------------------------------------------------------------------------------------------------------
     77,134         599,852         522,718           7,793,953
                                                                          3,076,039      11,335,329
- -----------------------------------------------------------------------------------------------------------
          0               0               0            (713,688)
                                                                          4,106,739       3,507,665
- -----------------------------------------------------------------------------------------------------------
     32,984            (201)        (33,185)            816,834
                                                                          1,587,267       2,456,452
- -----------------------------------------------------------------------------------------------------------
    332,527       1,106,478         773,951           7,162,934
                                                                          5,071,628      13,335,221
- -----------------------------------------------------------------------------------------------------------

          0          17,905          17,905           2,779,331
                                                                                  0       2,754,214
- -----------------------------------------------------------------------------------------------------------
          0          46,718          46,718           1,912,197
                                                                                  0       1,987,150
- -----------------------------------------------------------------------------------------------------------
          0           5,974           5,974             371,127
                                                                                  0         393,394
- -----------------------------------------------------------------------------------------------------------
          0          90,906          90,906           2,949,911
                                                                                  0       3,113,839
- -----------------------------------------------------------------------------------------------------------
          0          (1,799)         (1,799)            306,346
                                                                                  0         314,045
- -----------------------------------------------------------------------------------------------------------
          0         658,071         658,071          13,048,547
                                                                                  0      13,802,417
- -----------------------------------------------------------------------------------------------------------
        735          (4,649)         (5,384)            750,550
                                                                             24,857         765,870
- -----------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-20
<PAGE>

Variable Annuity Account I

Notes to Financial Statements - December 31, 1997 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net
    Assets (continued):


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                                   Valuation         Proceeds         Cost of           Net
                                                                    Period             from         Investments      Realized
                                                 Dividends        Deductions           Sales            Sold        Gain (Loss)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>              <C>              <C>              <C>      
   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
- ---------------------------------------------------------------------------------------------------------------------------------
   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-21
<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>
         $0           $98,720           $98,720           $1,238,511
                                                                                     $0        $1,329,850
- ----------------------------------------------------------------------------------------------------------------

          0            13,628            13,628            4,190,575
                                                                                      0         4,216,322
- ----------------------------------------------------------------------------------------------------------------
          0            66,161            66,161            2,397,579
                                                                                      0         2,489,437
- ----------------------------------------------------------------------------------------------------------------
          0            22,362            22,362            1,134,335
                                                                                      0         1,181,849
- ----------------------------------------------------------------------------------------------------------------
          0               156               156               44,087
                                                                                      0            44,861
- ----------------------------------------------------------------------------------------------------------------
          0             3,877             3,877              210,327
                                                                                      0           214,428
- ----------------------------------------------------------------------------------------------------------------

          0            10,011            10,011              362,627
                                                                                      0           373,473
- ----------------------------------------------------------------------------------------------------------------
          0           (11,204)          (11,204)             478,565
                                                                                      0           460,141
- ----------------------------------------------------------------------------------------------------------------
          0            47,176            47,176              780,441
                                                                                      0           825,259
- ----------------------------------------------------------------------------------------------------------------
 $1,366,008       $13,871,018       $12,505,010         $170,635,283        $33,757,616      $218,897,920
================================================================================================================
</TABLE>


                                      S-22
<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, 1997, and the related statements of operations and changes in net
assets for each of the years in the two-year period then ended and condensed
financial information for the year ended December 31, 1997. 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 and condensed financial information. Our procedures
included confirmation of securities owned as of December 31, 1997, 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, 1997, the results of its operations and changes in its net assets
for each of the years in the two-year period then ended and condensed financial
information for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.




                                            /s/ KPMG Peat Marwick LLP


Hartford, Connecticut
February 27, 1998


                                      S-23
<PAGE>

                       AETNA INSURANCE COMPANY OF AMERICA
                          Index to Financial Statements

                                                                         Page
                                                                         ----
Independent Auditors' Report                                              F-2
Financial Statements:

Statements of Income for the Years Ended
  December 31, 1997, 1996 and 1995                                        F-3

Balance Sheets as of December 31, 1997
  and 1996                                                                F-4

Statements of Changes in Shareholder's Equity for
  the Years Ended December 31, 1997, 1996 and 1995                        F-5

Statements of Cash Flows for the Years
  Ended December 31, 1997, 1996 and 1995                                  F-6

Notes to Financial Statements                                             F-7



                                       F-1
<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, 1997 and 1996, 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, 1997. 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 principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Aetna Insurance Company of
America at December 31, 1997 and 1996, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.

As discussed in Note 1 to the financial statements, in 1997, the Company changed
its method for accounting for guaranty-fund and other insurance related
assessments.



                                                       /s/ KPMG Peat Marwick LLP




Hartford, Connecticut
March 25 , 1998



                                      F-2
<PAGE>



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

                              Statements of Income
                                   (thousands)



<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                                   ------------------------
                                                          1997                1996               1995
                                                          ----                ----               ----
<S>                                                    <C>                 <C>                  <C>    
Revenue:
  Charges assessed against policyholders               $ 6,072.9           $ 1,293.0            $ 132.7
  Net investment income                                  7,083.2             1,556.9              721.0
  Net realized capital gains (losses)                      101.6               (11.2)               8.3
  Other income                                             243.2                66.4               --
                                                       ----------         -----------         -----------
        Total revenue                                   13,500.9             2,905.1              862.0

Benefits and expenses:
  Current and future benefits                            6,534.5             1,651.9               --
  Operating expenses                                     3,675.6             2,430.4              481.8
  Amortization of deferred policy acquisition costs        809.0               242.0               --
                                                       ----------         -----------         -----------
       Total benefits and expenses                      11,019.1             4,324.3              481.8


Income (loss) before income taxes (benefits) and         2,481.8            (1,419.2)             380.2
  cumulative effect adjustment

  Income taxes (benefits)                                  768.7              (723.4)             212.3
                                                       ----------         -----------         -----------

Income (loss) before cumulative effect adjustments       1,713.1              (695.8)             167.9

Cumulative effect adjustment, net of tax                   520.0                --                 --
                                                       ----------         -----------         -----------

Net income (loss)                                      $ 1,193.1            $ (695.8)           $ 167.9
                                                       =========          ===========         ==========
</TABLE>



See Notes to Financial Statements.




                                      F-3
<PAGE>



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

                                 Balance Sheets
                         (thousands, except share data)



<TABLE>
<CAPTION>
                                                                        December 31,
Assets                                                              1997            1996
- ------                                                              ----            ----
<S>                                                           <C>                 <C>        
Investments:
  Debt securities, available for sale, at fair value:
     (amortized cost:  $135,850.1 and $24,736.8)              $ 137,918.4         $  24,770.3
Cash and cash equivalents                                        12,494.2            51,842.3
Deferred policy acquisition costs                                45,364.0            21,057.0
Accrued investment income                                         2,041.5               325.8
Deferred tax asset                                                2,139.2             1,289.7
Income taxes receivable                                           1,429.7             1,133.2
Other assets                                                      2,514.6               447.6
Separate Accounts assets                                        676,640.7           303,518.6
                                                              -----------         -----------
                                                                                  
       Total assets                                           $ 880,542.3         $ 404,384.5
                                                              ===========         ===========
                                                                                  
                                                                                  
Liabilities and Shareholder's Equity                                              
- ------------------------------------                  
Liabilities:                                                                      
  Policyholders' funds left with the Company                    145,625.9            64,445.4
  Other liabilities                                               5,212.1             4,753.2
  Due to parent and affiliates                                      813.6               347.2
  Separate Accounts liabilities                                 676,640.7           303,518.6
                                                              -----------         -----------
       Total liabilities                                        828,292.3           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                                                47,550.0            27,550.0
  Accumulated other comprehensive income                            155.4                90.3
  Retained earnings                                               1,994.6             1,129.8
                                                              -----------         -----------
       Total shareholder's equity                                52,250.0            31,320.1
                                                              -----------         -----------
                                                                                  
         Total liabilities and shareholder's equity           $ 880,542.3         $ 404,384.5
                                                              ===========         ===========
</TABLE>


See Notes to Financial Statements.




                                      F-4
<PAGE>


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

                  Statements of Changes in Shareholder's Equity
                                   (thousands)



<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                                                    ------------------------
                                                                 1997         1996          1995
                                                                 ----         ----          ----
<S>                                                          <C>           <C>           <C>       
Shareholder's equity, beginning of year                      $ 31,320.1    $ 12,133.0    $ 11,675.3

Comprehensive income
  Net income (loss)                                             1,193.1        (695.8)        167.9
  Other comprehensive income, net of tax
    Unrealized gains (losses) on securities ($100.2
    thousand, ($95.5) thousand and $371.8 thousand,
    pretax, respectively)                                          65.1         (62.1)        289.8
                                                             ----------    ----------    ----------
Total comprehensive income                                      1,258.2        (757.9)        457.7
                                                             ----------    ----------    ----------
 
Capital contributions                                          20,000.0      20,000.0          --

Other changes                                                    (328.3)        (55.0)         --
                                                             ----------    ----------    ----------

Shareholder's equity, end of  year                           $ 52,250.0    $ 31,320.1    $ 12,133.0
                                                             ==========    ==========    ==========
</TABLE>






See Notes to Financial Statements.



                                      F-5
<PAGE>


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

                            Statements of Cash Flows
                                   (thousands)


<TABLE>
<CAPTION>
                                                                                           Years Ended December 31,
                                                                                           ------------------------
                                                                                       1997          1996          1995
                                                                                       ----          ----          ----
<S>                                                                                <C>           <C>           <C>      
Cash Flows from Operating Activities:
         Net income (loss)                                                         $  1,193.1    $   (695.8)   $   167.9
         Adjustments to reconcile net income (loss) to net cash (used for)
          provided by operating activities:
            Increase in accrued investment income                                    (1,715.7)       (213.2)       (21.1)
            Increase in deferred policy acquisition costs                           (24,307.0)    (18,990.6)    (2,066.4)
            Net change in amounts due to/from parent and affiliates                     466.5         172.6        164.1
            Net increase (decrease) in other assets and liabilities                     924.1         (25.6)     1,915.9
            Net change in income taxes                                               (1,388.4)     (2,710.7)        60.2
            Net amortization of (discount) premium on debt securities                  (419.5)       (104.6)        22.2
            Net realized capital (gains) losses                                        (101.6)         11.2         --
                                                                                   ----------    ----------    ---------
               Net cash (used for) provided by operating activities                 (25,348.5)    (22,556.7)       242.8
                                                                                   ----------    ----------    ---------

Cash Flows from Investing Activities:
         Proceeds from sales of:
           Debt securities available for sale                                        16,576.8       2,510.0      3,000.0
         Investment maturities and repayments of:
           Debt securites available for sale                                          3,192.0          --           --
           Short-term investments                                                     1,000.0          --          500.0
         Cost of investment purchases in:
           Debt securities available for sale                                      (132,734.8)    (16,706.0)    (3,939.2)
           Short-term investments                                                    (1,000.0)         --         (492.1)
                                                                                   ----------    ----------    ---------
               Net cash used for investing activities                              (112,966.0)    (14,196.0)      (931.3)
                                                                                   ----------    ----------    ---------

Cash Flows from Financing Activities:
         Deposits and interest credited for investment contracts                     84,673.2      64,936.2         --
         Withdrawal of investment contracts                                          (5,706.8)       (385.4)        --
         Capital contribution                                                        20,000.0      20,000.0         --
                                                                                   ----------    ----------    ---------
               Net cash provided by financing activities                             98,966.4      84,550.8         --
                                                                                   ----------    ----------    ---------

Net (decrease) increase in cash and cash equivalents                                (39,348.1)     47,798.1       (688.5)
Cash and cash equivalents, beginning of year                                         51,842.3       4,044.2      4,732.7
                                                                                   ----------    ----------    ---------

Cash and cash equivalents, end of year                                             $ 12,494.2    $ 51,842.3    $ 4,044.2
                                                                                   ==========    ==========    =========


Supplemental cash flow information:
    Income taxes paid, net                                                         $  1,493.0    $  1,866.8    $    92.4
                                                                                   ==========    ==========    =========
</TABLE>


See Notes to Financial Statements.



                                      F-6
<PAGE>


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

                          Notes to Financial Statements


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
     1996 and 1995 financial information to conform to the 1997 presentation.

     New Accounting Standards

     Reporting Comprehensive Income

     As of December 31, 1997 the Company adopted Financial Accounting Standard
     ("FAS") No. 130, Reporting Comprehensive Income. This statement 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 shareholders) and includes net income and net unrealized
     capital gains or losses on available-for-sale securities. As this new
     standard only requires additional information in a financial statement, it
     does not affect the Company's financial position or results of operations.

     Accounting by Insurance and Other Enterprises for Insurance-Related 
     Assessments

     In 1997, the Company adopted the American Institute of Certified Public
     Accountants' Statement of Position ("SOP") 97-3, Accounting by Insurance
     and Other Enterprises for Insurance-Related Assessments, effective as of
     January 1, 1997. This statement required that the Company recognize a
     liability for guaranty-fund and other insurance related assessments when
     such assessments were probable and could be reasonably estimated. A
     cumulative effect charge of $520.0 thousand, net of taxes of $280.0
     thousand, related to the adoption of this statement is reflected in the
     1997 Statements of Income.




                                      F-7
<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)

     Future Application of Accounting Standards

     Accounting for Transfers and Servicing of Financial Assets and 
     Extinguishments of Liabilities

     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.

     Accounting for Internal Use Software

     In March of 1998, the AICPA issued SOP 98-1, Accounting for internal use
     software, which provides guidance for determining when internal use
     software costs (acquired or internally developed) are expensed as incurred
     or capitalized. This Statement is effective for 1999 financial statements
     with early adoption permitted. The Company has not determined, at this
     time, the impact on the financial statements of adopting this standard.

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the amounts reported in the financial statements
     and accompanying notes. Actual results could differ from reported results
     using those estimates.

     Cash and Cash Equivalents

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

     Investments

     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.




                                      F-8
<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)

     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.

     The Company engages in securities lending whereby certain securities from
     its portfolio are loaned to other institutions for short periods of time.
     Initial collateral, primarily cash, is required at a rate of 102% of the
     market value of a loaned domestic security and 105% of the market value of
     a loaned foreign security. The collateral is deposited by the borrower with
     a lending agent, and retained and invested by the lending agent according
     to the Company's guidelines to generate additional income. The market value
     of the loaned securities is monitored on a daily basis with additional
     collateral obtained or refunded as the market value of the loaned
     securities fluctuates. At December 31, 1997 and 1996, the Company had no
     securities out on loan.

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

     Short-term investments, consisting primarily of money market instruments
     and other debt issues purchased with a maturity of 91 days to one year, are
     considered available for sale and are carried at fair value, which
     approximates amortized cost.

     Deferred Policy Acquisition Costs

     Certain costs of acquiring insurance business are deferred. These costs,
     all of which vary with and are primarily related to the production of new
     and renewal 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.

     Reserves

     Policyholders' funds left with the Company include reserves for deferred
     annuity investment contracts and immediate annuities without life
     contingent payouts. Reserves on such contracts are equal to cumulative
     deposits less charges and withdrawals plus credited interest thereon (rates
     range from 4.85% to 7.00% for all years presented), 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.



                                      F-9
<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)

     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 $90.8 million for 1997 (fair value of $91.5
     million) and $82.5 million for 1996 (fair value of $82.9 million). Reserves
     relating to the guaranteed interest option are maintained at fund value and
     reflect interest credited at rates ranging from 4.1% to 8.0% for all years
     presented.

     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 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.

     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.



                                      F-10
<PAGE>


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

                    Notes to Financial Statements (Continued)


2.   Investments

     Debt securities available for sale at December 31, 1997 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              $ 37,839.6     $1,066.0       $    1.2       $ 38,904.4
agencies and authorities

U.S. corporate securities:
     Financial                                31,267.3        705.3           12.1         31,960.5
     Healthcare & consumer products            6,509.7        170.8           20.0          6,660.5
     Media & broadcast                           993.6        119.2              -          1,112.8
     Natural resources                         5,122.7         49.7              -          5,172.4
     Transportation & capital goods            5,334.6        134.1              -          5,468.7
     Utilities                                 6,049.0         66.2              -          6,115.2
     Other corporate securities                  764.2         45.9              -            810.1
                                            ----------     --------      ---------       ----------
  Total U.S. corporate securities             56,041.1      1,291.2           32.1         57,300.2

Foreign securities:
     Government                                  991.3            -          243.1            748.2
     Other                                    12,190.3        153.7          809.2         11,534.8
                                            ----------     --------      ---------       ----------
Total foreign securities                      13,181.6        153.7        1,052.3         12,283.0

Residential mortgage-backed
  securities:
  Pass-throughs                                1,152.1            -            3.0          1,149.1
  Collateralized mortgage obligations          8,602.9        399.3           12.1          8,990.1
                                            ----------     --------      ---------       ----------
Total residential mortgage-backed
  securities                                   9,755.0        399.3           15.1         10,139.2

Commercial/multifamily mortgage-
  backed securities                            8,555.3        165.3              -          8,720.6

Other asset-backed securities                 10,477.5         93.5              -         10,571.0
                                            ----------     --------      ---------       ----------

Total Debt Securities                       $135,850.1     $3,169.0       $1,100.7       $137,918.4
                                            ==========     ========      =========       ==========
</TABLE>



                                      F-11
<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 at 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 - Other                    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>

     At December 31, 1997 and 1996 net unrealized appreciation of $2,068.3
     thousand and $33.5 thousand respectively, on available for sale debt
     securities included unrealized gains (losses) of $1,829.2 thousand and
     ($105.4) thousand, respectively, related to experience rated contracts,
     which were not reflected in shareholder's equity but in policyholders'
     funds left with the Company.



                                      F-12
<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)

     The carrying and fair value of debt securities for the year ended December
     31, 1997 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:
           After one year through five years        $ 55,170.9       $ 55,726.9
           After five years through ten years         26,682.4         26,824.3
           After ten years                            25,209.0         25,936.4
           Mortgage-backed securities                 18,310.3         18,859.8
           Other asset-backed securities              10,477.5         10,571.0
                                                    ----------       ----------
           Total                                    $135,850.1       $137,918.4
                                                    ==========       ==========

     At December 31, 1997 and 1996, debt securities carried at $5.0 million and
     $4.7 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, 1997.



                                      F-13
<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 certain of the Company's
     financial instruments at December 31, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                           1997                                1996
                                                           ----                                ----
                                                Carrying            Fair             Carrying          Fair
                                                 Value              Value             Value            Value
                                                 -----              -----             -----            -----
                                                        (thousands)                         (thousands)
<S>                                          <C>                 <C>                <C>             <C>       
       Liabilities:
       Investment contract liabilities:
            With a fixed maturity            $    279.4          $    275.6         $        -      $        -
            Without a fixed maturity         $145,346.5          $134,795.4         $ 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):

     With a fixed maturity: Fair value is estimated by discounting cash flows at
     interest rates currently being offered by, or available to, the Company for
     similar contracts.

     Without a fixed maturity: Fair value is estimated as the amount payable to
     the contractholder upon demand. However, the Company has the right under
     such contracts to delay payment of withdrawals which may ultimately result
     in paying an amount different than that determined to be payable.

     Off-Balance-Sheet and Other Financial Instruments
     The Company did not have transactions in off-balance-sheet instruments in
     1997 or 1996.



                                      F-14
<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:

                                        1997            1996           1995
                                        ----            ----           ----
                                                    (thousands)


       Debt securities                $ 6,009.4       $   547.6       $ 457.5
       Cash equivalents                 1,190.3         1,039.2         261.1
       Other                                3.2             2.4           2.4
                                      ---------       ---------       -------
       Gross investment income          7,202.9         1,589.2         721.0
       Less investment expenses           119.7            32.3          -
                                      ---------       ---------       -------
       Net investment income          $ 7,083.2       $ 1,556.9       $ 721.0
                                      =========       =========       =======

     Net investment income includes amounts allocable to experience rated
     contractholders of $6,997.2 thousand and $855.2 thousand for the years
     ended December 31, 1997 and 1996, respectively. There were no such amounts
     for the year ended December 31, 1995. Interest credited to contractholders
     is included in current and future benefits.

5.   Dividend Restrictions and Shareholder's Equity

     The amount of dividends that may be paid to the shareholder in 1998 without
     prior approval by the Insurance Commissioner of the State of Connecticut is
     $4.1 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 $408.2 thousand, ($7,874.4) thousand and $378.9 thousand
     for the years ended December 31, 1997, 1996 and 1995, respectively.
     Statutory capital and surplus was $43.4 million and $23.5 million as of
     December 31, 1997 and 1996, respectively. The Company has entered into
     support agreements with ALIAC under which ALIAC has agreed to cause the
     Company to have sufficient capital to meet a certain capital and surplus
     level.

     As of December 31, 1997 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.



                                      F-15
<PAGE>


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

                    Notes to Financial Statements (Continued)


6.   Capital Gains and Losses on Investment Operations

     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, 1997, 1996 and 1995,
     were $101.6 thousand, ($11.2) thousand and $8.3 thousand, respectively.

     Net realized capital gains of $211.0 thousand allocable to experience rated
     contracts, were deducted from net realized capital gains and an offsetting
     amount was reflected in policyholders' funds left with the Company in 1997.
     Net unamortized gains were $206.6 thousand at December 31, 1997. There were
     no such amounts for 1996 and 1995.

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

                                      1997           1996            1995
                                      ----           ----            ----
                                                 (thousands)

       Proceeds on sales          $16,576.8     $2,510.0         $3,000.0
            Gross gains               104.7         12.7              8.3
            Gross losses                3.1         23.9               -

     Changes in shareholder's equity related to changes in accumulated other
     comprehensive income (unrealized capital gains and losses on securities),
     (excluding those related to experience rated contractholders in 1997 and
     1996), were as follows:

                                                        1997      1996      1995
                                                        ----      ----      ----
                                                                (thousands)

     Debt securities                                  $100.2    $(95.5)   $371.8

     Increase (decrease) in deferred income taxes 
     (See Note 7)                                       35.1     (33.4)     82.0
                                                      ------    ------    ------
     Net change in accumulated other 
     comprehensive income                             $ 65.1    $(62.1)   $289.8
                                                      ======    ======    ======

     Net unrealized capital gains (losses) allocable to experience rated
     contracts of $1,829.2 thousand and ($105.4) at December 31, 1997 and 1996,
     respectively, are reflected on the Balance Sheets in policyholders' funds
     left with the Company and are not included in shareholder's equity.



                                      F-16
<PAGE>


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

                    Notes to Financial Statements (Continued)


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

     Shareholder's equity included the following accumulated other comprehensive
     income, which is net of amounts allocable to experience rated
     contractholders in 1997 and 1996, at December 31:

                                                     1997      1996      1995
                                                     ----      ----      ----
                                                           (thousands)

     Debt securities
          Gross unrealized gains                    $239.5    $140.0    $237.4
          Gross unrealized losses                     (0.4)     (1.1)     (3.0)
                                                    ------    ------    ------
                                                     239.1     138.9     234.4
     Deferred federal income taxes (see Note 7)       83.7      48.6      82.0
                                                    ------    ------    ------

     Net unrealized capital gains                   $155.4    $ 90.3    $152.4
                                                    ======    ======    ======


     Changes in accumulated other comprehensive income related to changes in
     unrealized gains (losses) on securities (excluding those related to
     experience rated contractholders) were as follows:

<TABLE>
<CAPTION>
                                                                           1997              1996             1995
                                                                           ----              ----             ----
                                                                                          (thousands)
 <S>                                                                     <C>              <C>              <C>     
         Unrealized holding gains (losses) arising during the
            period (1)                                                  $ 404.1           $  (1.4)        $  280.8
         Less:  reclassification adjustment for gains and
            other items included in net income (2)                        339.0              60.7             (9.0)
                                                                        -------           -------         --------
         Net unrealized gains (losses) on securities                    $  65.1           $ (62.1)        $  289.8
                                                                        =======           =======         ========
</TABLE>

         (1)  Pretax unrealized holding gains (losses) arising during the period
              were $621.7 thousand, ($2.2) thousand and $432 thousand for 1997,
              1996 and 1995, respectively.
         (2)  Pretax reclassification adjustments for gains and other items
              included in net income were $521.5 thousand, $93.3 thousand and
              ($13.8) thousand for 1997, 1996 and 1995, respectively.



                                      F-17
<PAGE>


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

                    Notes to Financial Statements (Continued)

7.   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:

<TABLE>
<CAPTION>
                                                       1997         1996         1995
                                                       ----         ----         ----
                                                                 (thousands)
<S>                                                 <C>           <C>          <C>    
       Current taxes (benefits):
       Income taxes (benefits):
            Federal                                 $1,219.2      $    98.8    $ 635.2
            State                                        0.2          (58.4)     123.4
            Net realized capital gains (losses)        109.4           (3.9)       2.9
                                                    --------      ---------    -------
                                                     1,328.8           36.5      761.5
                                                    --------      ---------    -------
       Deferred tax benefits:
            Federal                                   (486.2)        (759.9)    (549.2)
            Net realized capital losses                (73.9)             -          -
                                                    --------      ---------    -------
                                                      (560.1)        (759.9)    (549.2)
                                                    --------      ---------    -------

            Total                                   $  768.7      $  (723.4)   $ 212.3
                                                    ========      =========    =======
</TABLE>

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>
                                                         1997         1996         1995
                                                         ----         ----         ----
                                                                  (thousands)
<S>                                                    <C>          <C>           <C>   
            Income (loss) before income taxes and
            cumulative effect adjustment               $2,481.8     $(1,419.2)    $380.2
            Tax rate                                         35%           35%        35%
                                                       --------     ---------     ------
            Application of the tax rate                   868.6        (496.7)     133.1

       Tax effect of:
            State income tax, net of federal benefit        0.1         (37.9)      80.2
            Excludable dividends                         (129.5)       (190.5)         -
            Adjustment to prior year tax provision          3.7           2.1       (1.0)
            Other, net                                     25.8          ( .4)         -
                                                       --------     ---------     ------

              Income taxes (benefits)                  $  768.7     $  (723.4)    $212.3
                                                       ========     =========     ======
</TABLE>



                                      F-18
<PAGE>


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

                    Notes to Financial Statements (Continued)

7.   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:

<TABLE>
<CAPTION>
                                                                     1997           1996
                                                                     ----           ----
                                                                         (thousands)
<S>                                                                <C>            <C>     
       Deferred tax assets:
            Policyholders' funds left with the Company             $14,242.8      $6,932.6
            Unrealized gains allocable to experience rated
            contracts                                                  640.2           -
            Postretirement benefits other than pensions                 21.8          41.7
            Guaranty fund assessments                                  146.0          ( .7)
            Pension                                                    163.5          52.6
            Other                                                       78.2           9.9
                                                                   ---------      --------
       Total gross assets                                           15,292.5       7,036.1

       Deferred tax liabilities:
            Deferred policy acquisition costs                       12,425.2       5,697.5
            Net unrealized capital gains                               723.9          48.6
            Other                                                        4.2           0.3
                                                                   ---------      --------
       Total gross liabilities                                      13,153.3       5,746.4
                                                                   ---------      --------
            Net deferred tax asset                                 $ 2,139.2      $1,289.7
                                                                   =========      ========
</TABLE>

     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, 1997 and 1996, no valuation allowances were
     required.

     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.

8.   Benefit Plans

     The Company utilizes the employees of Aetna and its affiliates (primarily
     ALIAC). The benefit plan charges allocated to the Company in 1997, 1996 and
     1995 were immaterial.



                                      F-19
<PAGE>


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

                    Notes to Financial Statements (Continued)

8.   Benefit Plans (Continued)

     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. In 1997,
     other changes in shareholder's equity includes an additional $328.3
     thousand reduction reflecting revisions to the allocation of these accrued
     liabilities.

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 $7.3 million and $4.7 million for the years ended December
     31, 1997 and 1996, respectively, (of which $4.5 million and $2.7 million,
     respectively, were capitalized as deferred policy acquisition costs). Total
     charges allocated to the Company for the year ended December 31, 1995 were
     $.3 million.

     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 $5,565.4
     thousand, $1,293.0 thousand and $129.6 thousand for the years ended
     December 31, 1997, 1996 and 1995, respectively.

     The Company received capital contributions of $20.0 million in cash from
     ALIAC in both 1997 and 1996. The Company received no capital contributions
     in 1995.

     Since August 1996, Aeltus Investment Management, Inc. ("Aeltus"), a wholly
     owned subsidiary of HOLDCO and an affiliate of the Company, has been acting
     as adviser for the general account assets. 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 years ended December 31, 1997
     and 1996 amounted to $119.7 thousand and $32.4 thousand, respectively.



                                      F-20
<PAGE>


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

                    Notes to Financial Statements (Continued)

10.  Commitments and Contingent Liabilities

     Commitments
     At December 31, 1997 and 1996 the Company had no commitments or contingent
     liabilities.

     Litigation
     The Company is not currently involved in litigation.



                                      F-21
<PAGE>






Form No. SAI. 59749-98                                         AICA Ed. May 1998

<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, 1997
               -   Statements of Operations and Changes in Net Assets for the 
                   years ended December 31, 1997 and December 31, 1996
               -   Notes to Financial Statements
               -   Independent Auditors' Report
               Financial Statements of Depositor:
               -   Independent Auditors' Report
               -   Statements of Income for the years ended December 31, 1997,
                   1996 and 1995 
               -   Balance Sheets for the years ended December 31, 1997 and 1996
               -   Statements of Changes in Shareholder's Equity for the years
                   ended December 31, 1997, 1996 and 1995
               -   Statements of Cash Flows for the years ended December 31, 
                   1997, 1996 and 1995
               -   Notes to Financial Statements

  (b) Exhibits
      (1)      Resolution of the Board of Directors of Aetna Insurance Company 
               of America establishing Variable Annuity Account I(1)
      (2)      Not Applicable
      (3.1)    Selling Agreement(1)
      (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 MP2NQEND(4/95)
      (4.9)    Endorsement MP2NQCERTEND(4/95)
      (4.10)   Endorsement MP2IREND(4/95)
<PAGE>

      (4.11)   Endorsement (MP2END(9/97)) to Contract G-MP2(5/96) and 
               Certificate MP2CERT(5/96)(3)
      (4.12)   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 and By-laws 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(6)
      (8.3)    Service Agreement between Calvert Asset Management Company, Inc. 
               and Aetna Insurance Company of America dated December 1, 1997(6)
      (8.4)    Fund Participation Agreement by and among Insurance Management 
               Series, Federated Advisers and Aetna Insurance Company of 
               America dated July 1, 1994(7)
      (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)
     (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(8)
     (8.12)    Fund Participation Agreement between Aetna Insurance Company of 
               America, Oppenheimer Variable Account Funds and Oppenheimer 
               Fund, Inc. dated April 1, 1997(4)
<PAGE>

     (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
     (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. 7 to Registration
     Statement on Form N-4 (File No. 33-59749), as filed electronically on
     February 13, 1998 (Accession No. 0000950146-98-000207).
7.   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).
8.   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            Vice President and Treasurer, Corporate 
                            Controller

Shaun P. Mathews            Director and Senior Vice President

Catherine H. Smith          Director

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. 9 to the Registration Statement on Form N-4 (File No. 333-01107), as filed 
electronically on April 7, 1998 (Accession No. 0000950146-98-000564).

Item 27.      Number of Contract Owners
- ---------------------------------------

     As of February 28, 1998, there were 13,988 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
principal underwriter and investment adviser for Portfolio Partners, Inc., Aetna
Variable Encore Fund, Aetna Variable Fund, Aetna Generation Portfolios, Inc.,
Aetna Income Shares, Aetna Balanced VP, Inc., (formerly 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)). Effective May 1, 1998, Aetna will no longer be the investment
adviser Aetna Variable Encore Fund, Aetna Variable Fund, Aetna Generation
Portfolios, Inc., Aetna Income Shares, Aetna Balanced VP, Inc. (formerly Aetna
Investment Advisers Fund, Inc.), Aetna GET Fund, and Aetna Variable Portfolios,
Inc. 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

Shaun P. Mathews               Director and Senior Vice President

Catherine H. Smith             Director

Deborah Koltenuk               Vice President and Treasurer, Corporate 
                               Controller
<PAGE>

Name and Principal
Business Address*              Positions and Offices with Underwriter
- -----------------              --------------------------------------
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) Compensation as of December 31, 1997:


         (1)          (2)             (3)              (4)             (5)
 
Name of         Net Underwriting  Compensation 
Principal       Discounts and     on Redemption      Brokerage
Underwriter     Commissions       or Annuitization   Commissions   Compensation*
- -----------     ------------      ----------------   -----------   -------------


Aetna Insurance                       $272,793                        $5,651,756
Company of 
America

*    Compensation shown in column 5 includes deductions for mortality and
     expense risk guarantees and contract charges assessed to cover costs
     incurred in the sales and administration of the contracts issued under
     Variable Annuity Account I.

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:
<PAGE>

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

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

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

     (d) The Company hereby represents that it 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 17th day of April, 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. 8 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

Signature              Title                                             Date
- ---------              -----                                             ----

Thomas J. McInerney*   Director and President                    )
- ---------------------  (principal executive officer)             )
Thomas J. McInerney                                              )
                                                                 )
Deborah Koltenuk*      Vice President and Treasurer, Corporate   )   April
- ---------------------  Controller (principal accounting and      )   17, 1998
Deborah Koltenuk       financial officer)                        )
                                                                 )
Shaun P. Mathews*      Director                                  )
- ---------------------                                            )
Shaun P. Mathews                                                 )
                                                                 )
Catherine H. Smith*    Director                                  )
- ---------------------                                            )
Catherine H. Smith                                               )


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

<PAGE>

                           VARIABLE ANNUITY ACCOUNT I
                                  EXHIBIT INDEX
Exhibit No.    Exhibit                                                  Page
- -----------    -------                                                  ----

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 MP2NQEND(4/95)
                                                                    ------------

99-B.4.9       Endorsement MP2NQCERTEND(4/95)
                                                                    ------------

99-B.4.10      Endorsement MP2IREND(4/95)
                                                                    ------------

99-B.4.11      Endorsement (MP2END(9/97)) to Contract G-MP2(5/96)           *
               and Certificate MP2CERT(5/96)                                 

99-B.4.12      Endorsement (IMP2END(9/97)) to Contract G-MP2(5/96)          *
               and Certificate  MP2CERT(5/96)

*Incorporated by reference


<PAGE>

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

99-B.5         Variable Annuity Contract Application                        *

99-B.6         Certificate of Incorporation and By-laws 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

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

*Incorporated by reference
<PAGE>

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

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

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             *


*Incorporated by reference


                                   Endorsement


This Contract is endorsed as follows.

Add the following to Section I, General Definitions:

     Dollar Cost Averaging - A program that permits the Certificate Holder to
     systematically transfer amounts from any of the Funds and the one-year MG
     Account Guaranteed Term to any of the Funds by completing the appropriate
     section of the enrollment form or a Dollar Cost Averaging election form.


Delete Section 1.06, Beneficiary, and replace it with the following:

     1.06     Beneficiary - The individual or estate entitled to receive any
              payment from the Account upon the death of the Annuitant, or if
              the Certificate Holder is different from the Annuitant, upon the
              death of the Certificate Holder. If the Account is held by joint
              Certificate Holders, the survivor will be deemed the designated
              Beneficiary and any other Beneficiary on record will be treated as
              the contingent Beneficiary.


Delete Section 1.07, Certificate Holder, and replace it with the following:

     1.07     Certificate Holder - A person who purchases an interest in this
              Contract as evidenced by a certificate. Aetna reserves the right
              to limit ownership to natural persons. If more than one
              Certificate Holder owns an Account, each Certificate Holder will
              be a joint Certificate Holder. Any joint Certificate Holder must
              be the spouse of the other joint Certificate Holder. Joint 
              Certificate Holders have joint ownership rights and both must
              authorize exercising any ownership rights unless Aetna allows
              otherwise. If the Account is owned by a nonnatural person, the
              death benefit will be paid at the death of the Annuitant.


Delete Section 1.21, Market Value Adjustment, and replace it with the following.

     1.21     Market Value Adjustment - An adjustment that may apply to an
              amount withdrawn or transferred from an MG Account Guaranteed Term
              prior to the end of that Guaranteed Term. The adjustment reflects
              the change in the value of the investment due to changes in
              interest rates since the date of deposit and is computed using the



                                                                               1

MP2IREND(4/95)

<PAGE>

              formula given in 3.06. The adjustment is expressed as a percentage
              of each dollar withdrawn or transferred.


Delete Section 2.04, Payments and Elections, and replace it with the following:

     2.04     Payments and Elections - While the Certificate Holder is living,
              Aetna will pay the Certificate Holder any Annuity payments as and
              when due. After the Certificate Holder's death, or at the death of
              the first Certificate Holder if the Account is owned jointly, any
              Annuity payments remaining to be made will be paid in accordance
              with 4.03. Aetna will determine other payments and/or elections as
              of the end of the Valuation Period in which the request is
              received at its Home Office. Such payments will be made within
              seven calendar days of receipt at its Home Office of a written
              claim for payment which is in good order, except as provided in
              3.15.


Delete Section 2.06, Control of Contract, and replace it with the following:

     2.06     Control of Contract - This is a Contract between the Contract
              Holder and Aetna. The Contract Holder has title to the Contract.
              Contract Holder rights are limited to accepting or rejecting
              Contract modifications. The Certificate Holder has all other
              rights to amounts held in his or her Account.

              Each Certificate Holder shall own all amounts held in his or her
              Account. Each Certificate Holder may make any Certificate Holder
              choices allowed under this Contract. Certificate Holder choices
              made under this Contract must be in writing. If the Account is
              owned jointly both joint Certificate Holders must authorize any
              Certificate Holder change in writing. Until receipt of such
              choices at Aetna's Home Office, Aetna may rely on any previous
              choices made.

              The Contract is not subject to the claims of any creditors of the
              Contract Holder or Certificate Holder, except to the extent
              permitted by law.

              The Certificate Holder may assign or transfer his or her rights
              under the Contract. Aetna reserves the right not to accept
              assignment or transfer to a nonnatural person. Any assignment or
              transfer made must be submitted to Aetna's Home Office in writing
              and will not be effective until accepted by Aetna.


Delete Section 2.07, Designation of Beneficiary, and replace it with the
following:

     2.07     Designation of Beneficiary - Each Certificate Holder shall name
              his or her Beneficiary. If the Account is owned jointly, both
              joint Certificate Holders must agree in writing to the Beneficiary
              designated. The Beneficiary may be changed at



                                                                               2

<PAGE>

              any time. Changes to a Beneficiary must be submitted to Aetna's
              Home Office in writing and will not be effective until accepted by
              Aetna.


Delete the first two paragraphs of Section 3.06, Market Value Adjustment, and
replace them with the following:

     3.06     Market Value Adjustment - Except as noted below, an MVA will apply
              to a withdrawal from the MG Account before the end of a Guaranteed
              Term when the withdrawal is:

              (a) A Transfer; except for Transfers from the one-year MG Account
                  Guaranteed Term under the Dollar Cost Averaging program or, as
                  specified in 1.23, MG Account Matured Term Value Transfer;
              (b) A full or partial surrender (including a 10% free withdrawal
                  under 3.14), except for a partial withdrawal under the
                  Systematic Withdrawal Option (see 3.10); or
              (c) An election of Annuity option 2 (see 4.07).

              Full and partial surrenders and Transfers made within six months
              after the date of the Annuitant's death will be the greater of:

              (a) The aggregate MVA amount which is the sum of all market value
                  adjusted amounts calculated due to a withdrawal of amounts.
                  This total may be greater or less than the Current Value of
                  those amounts; or
              (b) The applicable portion of the Current Value in the MG Account.


Delete Section 3.07, Transfer of Current Value from the Funds or MG Account, and
replace them with the following:

     3.07     Transfer of Current Value from the Funds or MG Account - Before an
              Annuity option is elected, all or any portion of the Adjusted
              Current Value of the Certificate Holder's Account may be
              transferred from any Fund or Guaranteed Term of the MG Account:

              (a) To any other Fund; or

              (b) To a Guaranteed Term of the MG Account available in the 
                  current Deposit Period.

              Transfer requests can be submitted as a percentage or as a dollar
              amount. Aetna may establish a minimum transfer amount. Within a
              Guaranteed Term Group, the amount to be surrendered to transferred
              will be withdrawn first from the oldest Deposit Period, then from
              the next oldest, and so on until the amount requested is
              satisfied.



                                                                               3

<PAGE>

              The Certificate Holder may make an unlimited number of Transfers
              during the Accumulation Period. The number of free Transfers
              allowed by Aetna is shown on Contract Schedule I. Additional
              Transfers may be subject to a Transfer fee as shown on Contract
              Schedule I.

              Amounts transferred from the MG Account under the Dollar Cost
              Averaging program, or amounts transferred as a Matured Term Value
              on or within one calendar month of the Term's Maturity Date, do
              not count against the annual Transfer limit.

              Amounts applied to Guaranteed Terms of the MG Account may not be
              transferred to the Funds or to another Guaranteed Term during the
              Deposit Period or for 90 days after the close of the Deposit
              Period except for (1) a Matured Term Value(s) during the calendar
              month following the Term's Maturity Date and (2) amounts
              transferred from the one-year MG Account Guaranteed Term under the
              Dollar Cost Averaging program.

Delete the first paragraph in Section 3.10, Systematic Withdrawal Option (SWO),
and replace it with the following:

     3.10     Systematic Withdrawal Option (SWO) - A distribution option under
              which a portion of the Account's Current Value will be
              automatically surrendered and distributed each year. SWO payments
              will be calculated on the Account's full Current Value. The
              distributed amount is withdrawn pro rata from each investment
              option under the Account. A Surrender Fee will not be deducted
              from any portion of the Current Value which is paid as a
              distribution under SWO. Certificate Holders should consult their
              tax advisor prior to requesting this distribution option. Aetna
              will not be responsible for any adverse tax consequences due to
              receiving SWO payments.


Delete Section 3.11, Death Benefit Amount, and replace it with the following:

     3.11     Death Benefit Amount - If the Certificate Holder or Annuitant dies
              before Annuity payments start, the Beneficiary is entitled to a
              death benefit under the Account. If the Account is owned jointly,
              the death benefit is paid at the death of the first joint
              Certificate Holder to die. The claim date is the date when proof
              of death and the Beneficiary's claim are received in good order at
              Aetna's Home Office. The amount of the death benefit is determined
              as follows:

              (a) Death of Annuitant less than 75 years of age: The guaranteed
                  death benefit is the greatest of:



                                                                               4

<PAGE>

              (1) The sum of all Net Purchase Payment(s) made to the Account (as
                  of the date of death) minus the sum of all amounts
                  surrendered, applied to an Annuity, or deducted from the
                  Account;

              (2) The highest step-up value as of the date of death. A step-up
                  value is determined on each anniversary of the Effective Date.
                  Each step-up value is calculated as the Account's Current
                  Value on the Effective Date anniversary, increased by the
                  amount of any Purchase Payment(s) made, and decreased by the
                  sum of all amounts surrendered, deducted, and/or applied to an
                  Annuity option since the Effective Date anniversary.

              (3) The Account's Current Value as of the date of death.

              The excess, if any, of the guaranteed death benefit value over the
              Account's Current Value is determined as of the date of death. Any
              excess amount will be deposited in the Account and allocated to
              the Aetna Variable Encore Fund as of the claim date. The Current
              Value on the claim date, plus any excess amount deposited, becomes
              the Account's Current Value.


         (b)  Death of Annuitant age 75 or greater: The death benefit amount is
              the greatest of:

              (1) The sum of all Net Purchase Payment(s) made to the Account (as
                  of the date of death) minus the sum of all amounts
                  surrendered, applied to an Annuity, or deducted from the
                  Account;

              (2) The highest step-up value prior to the Certificate Holder's
                  75th birthday. A step-up value is determined on each
                  anniversary of the Effective Date. Each step-up value is
                  calculated as the Account's Current Value on the Effective
                  Date anniversary, increased by the amount of any Purchase
                  Payment(s) made, and decreased by the sum of all amounts
                  surrendered, deducted, and/or applied to an Annuity option
                  since the Effective Date anniversary.

              (3) The Account's Current Value as of the date of death.

              The excess, if any, of the guaranteed death benefit value over the
              Account's Current Value is determined as of the date of death. Any
              excess amount will be deposited in the Account and allocated to
              the Aetna Variable Encore Fund as of the claim date. The Current
              Value on the claim date, plus any excess amount deposited, becomes
              the Account's Current Value.

         (c)  Death of Certificate Holder if the Certificate Holder is not the
              Annuitant: The death benefit amount is the Account's Adjusted
              Current Value on the claim



                                                                               5

<PAGE>

              date.  A Surrender Fee may apply to any full or partial surrender
              (see 3.14 and Contract Schedule I).

         (d)  At the death of a surviving spouse Beneficiary who continued the
              Account in his or her own name, the death benefit amount is equal
              to the Account's Current Value less any applicable Surrender Fee
              on the amount of any Purchase Payment(s) made since the death of
              the Certificate Holder.


Delete Section 3.12, Death Benefit Options available to Beneficiary, and replace
it with the following:

     3.12     Death Benefit Options available to Beneficiary - Prior to any
              election, or until amounts must be otherwise distributed under
              this section, the Account's Current Value will be retained in the
              Account. The Beneficiary has the right to allocate or reallocate
              any amount to any available investment option (subject to an MVA
              if applicable). The following options are available to the
              Beneficiary:

              (a) When the Certificate Holder is the Annuitant: If the
                  Certificate Holder/Annuitant dies, and:

                  (1) If the Beneficiary is the Certificate Holder's surviving
                      spouse, the Beneficiary may exercise all Certificate
                      Holder rights under the Contract and continue in the
                      Accumulation Period, or may elect (i), (ii), or (iii)
                      below. Under the Code, distributions from the Account are
                      not required until the spousal Beneficiary's death. The
                      spousal Beneficiary may elect to:

                      (i)    Apply some or all of the Adjusted Current Value to
                             Annuity option 2, 3 or 4 (see 4.07);              
                             
                      (ii)   Apply some or all of the Adjusted Current Value to
                             Annuity option 1 (see 4.07); or

                      (iii)  Receive, at any time, a lump sum payment equal to
                             the Account's Adjusted Current Value.

                  (2) If the Beneficiary is other than the Certificate Holder's
                      surviving spouse, then options (i), (ii), or (iii) under
                      (1) above apply. Any portion of the Adjusted Current Value
                      not applied to Annuity option 2, 3, or 4 within one year
                      of the Certificate Holder's death, must be distributed
                      within five years of the date of death.



                                                                               6

<PAGE>

                  (3) If no Beneficiary exists, a lump sum payment equal to the
                      Adjusted Current Value will be made to the Certificate
                      Holder's estate.

              (b) When the Certificate Holder is not the Annuitant and the
                  Certificate Holder dies, and:

                  (1) If the Beneficiary is the Certificate Holder's surviving
                      spouse, the Beneficiary may exercise all Certificate
                      Holder rights under the Contract and continue in the
                      Accumulation Period, or may elect (i), (ii), or (iii)
                      below. Under the Code, distributions from the Account are
                      not required until the spousal Beneficiary's death. The
                      spousal Beneficiary may elect to:

                      (i)   Apply some or all of the Adjusted Current Value to
                            Annuity option 2, 3 or 4 (see 4.07);

                      (ii)  Apply some or all of the Surrender Value to Annuity
                            option 1 (see 4.07); or

                      (iii) Receive, at any time, a lump sum payment equal to
                            the Account's Surrender Value.

                  (2) If the Beneficiary is other than the Certificate Holder's
                      surviving spouse, then options (i), (ii), or (iii) under
                      (1) above apply. Any portion of the Adjusted Current Value
                      not applied to Annuity Option 2, 3, or 4 within one year
                      of the Certificate Holder's death, must be distributed
                      within five years of the date of death.

                  (3) If no Beneficiary exists, a lump sum payment equal to the
                      Surrender Value will be made to the Certificate Holder's
                      estate.

              (c) When the Certificate Holder is not the Annuitant and the
                  Annuitant dies: The Beneficiary must elect Annuity option 2,
                  3, or 4 within 60 days of the date of death or the gain, if
                  any, will be includable in the Beneficiary's income in the tax
                  year in which the Annuitant dies.


Delete Section 3.13, Liquidation of Surrender Value, and replace it with the
following:

     3.13     Liquidation of Surrender Value - All or any portion of the
              Account's Current Value may be surrendered at any time. Surrender
              requests can be submitted as a percentage of the Account's Current
              Value or as a specific dollar amount. Net Purchase Payment amounts
              are withdrawn first, and then the excess value, if any. For any
              partial surrender, amounts are withdrawn on a pro rata basis from
              the Fund(s) and/or the



                                                                               7

<PAGE>

              Guaranteed Term(s) Groups of the MG Account in which the Current
              Value is invested. Within a Guaranteed Term Group, the amount to
              be surrendered or transferred will be withdrawn first from the
              oldest Deposit Period, then from the next oldest, and so on until
              the amount requested is satisfied.

              After deduction of the Maintenance Fee, if applicable, the
              surrendered amount shall be reduced by a Surrender Fee, if
              applicable. An MVA may apply to amounts surrendered from the MG
              Account.


Delete subsection (a) of Section 4.03, Death of Annuitant/Beneficiary, and
replace it with the following:

     4.03     Death of Annuitant/Beneficiary: (a) Certificate Holder is
              Annuitant: When the Certificate Holder is the Annuitant and the
              Annuitant dies under option 2 or 3, or both the Annuitant and the
              second Annuitant die under option 4(d), the present value of any
              remaining guaranteed payments will be paid in one sum to the
              Beneficiary, or upon election by the Beneficiary, any payments
              remaining will continue to the Beneficiary. If option 4 has been
              elected and the Certificate Holder dies, the remaining payments
              will continue to the successor payee. If no successor payee has
              been designated, the Beneficiary will be treated as the successor
              payee. If the Account has joint Certificate Holders, the surviving
              joint Certificate Holder will be deemed the successor payee.


Delete the first paragraph of subsection (b) of Section 4.03, Death of
Annuitant/Beneficiary, and replace it with the following:

     (b)      Certificate Holder is Not Annuitant: When the Certificate Holder
              is not the Annuitant and the Certificate Holder dies, the
              remaining payments under options 2, 3 or 4 will continue to the
              successor payee. If no successor payees has been designated, the
              Beneficiary will be treated as the successor payee. If the Account
              has joint Certificate Holders, the surviving joint Certificate
              Holder will be deemed the successor payee.

Endorsed and made part of the Certificate on the Effective Date of the Contract.



                                              /s/ Dan Kearney
                                              President
                                              Aetna Insurance Company of America



                                                                               8



                                   Endorsement


This Certificate is endorsed as follows.

Add the following to Section I, General Definitions:

     Dollar Cost Averaging - A program that permits the Certificate Holder to
     systematically transfer amounts from any of the Funds and the one-year MG
     Account Guaranteed Term to any of the Funds by completing the appropriate
     section of the enrollment form or a Dollar Cost Averaging election form.


Delete Section 1.06, Beneficiary, and replace it with the following:

     1.06     Beneficiary - The individual or estate entitled to receive any
              payment from the Account upon the death of the Annuitant, or if
              the Certificate Holder is different from the Annuitant, upon the
              death of the Certificate Holder. If the Account is held by joint
              Certificate Holders, the survivor will be deemed the designated
              Beneficiary and any other Beneficiary on record will be treated as
              the contingent Beneficiary.


Delete Section 1.07, Certificate Holder, and replace it with the following:

     1.07     Certificate Holder - A person who purchases an interest in this
              Contract as evidenced by a certificate. Aetna reserves the right
              to limit ownership to natural persons. If more than one
              Certificate Holder owns an Account, each Certificate Holder will
              be a joint Certificate Holder. Any joint Certificate Holder must
              be the spouse of the other joint Certificate. Joint Certificate
              Holders have joint ownership rights and both must authorize
              exercising any ownership rights unless Aetna allows otherwise. If
              the Account is owned by a nonnatural person, the death benefit
              will be paid at the death of the Annuitant.


Delete Section 1.21, Market Value Adjustment, and replace it with the following.

     1.21     Market Value Adjustment - An adjustment that may apply to an
              amount withdrawn or transferred from an MG Account Guaranteed Term
              prior to the end of that Guaranteed Term. The adjustment reflects
              the change in the value of the investment due to changes in
              interest rates since the date of deposit and is computed using the



                                                                               1

MP2NQEND(4/95)

<PAGE>

              formula given in 3.06. The adjustment is expressed as a percentage
              of each dollar withdrawn or transferred.


Delete Section 2.04, Payments and Elections, and replace it with the following:

     2.04     Payments and Elections - While the Certificate Holder is living,
              Aetna will pay the Certificate Holder any Annuity payments as and
              when due. After the Certificate Holder's death, or at the death of
              the first Certificate Holder if the Account is owned jointly, any
              Annuity payments remaining to be made will be paid in accordance
              with 4.03. Aetna will determine other payments and/or elections as
              of the end of the Valuation Period in which the request is
              received at its Home Office. Such payments will be made within
              seven calendar days of receipt at its Home Office of a written
              claim for payment which is in good order, except as provided in
              3.15.


Delete Section 2.06, Control of Contract, and replace it with the following:

     2.06     Control of Contract - This is a Contract between the Contract
              Holder and Aetna. The Contract Holder has title to the Contract.
              Contract Holder rights are limited to accepting or rejecting
              Contract modifications. The Certificate Holder has all other
              rights to amounts held in his or her Account.

              Each Certificate Holder shall own all amounts held in his or her
              Account. Each Certificate Holder may make any Certificate Holder
              choices allowed under this Contract. Certificate Holder choices
              made under this Contract must be in writing. If the Account is
              owned jointly both joint Certificate Holders must authorize any
              Certificate Holder change in writing. Until receipt of such
              choices at Aetna's Home Office, Aetna may rely on any previous
              choices made.

              The Contract is not subject to the claims of any creditors of the
              Contract Holder or Certificate Holder, except to the extent
              permitted by law.

              The Certificate Holder may assign or transfer his or her rights
              under the Contract. Aetna reserves the right not to accept
              assignment or transfer to a nonnatural person. Any assignment or
              transfer made must be submitted to Aetna's Home Office in writing
              and will not be effective until accepted by Aetna.


Delete Section 2.07, Designation of Beneficiary, and replace it with the
following:

     2.07     Designation of Beneficiary - Each Certificate Holder shall name
              his or her Beneficiary. If the Account is owned jointly, both
              joint Certificate Holders must agree in writing to the Beneficiary
              designated. The Beneficiary may be changed at



                                                                               2

<PAGE>

              any time. Changes to a Beneficiary must be submitted to Aetna's
              Home Office in writing and will not be effective until accepted by
              Aetna.


Delete the first two paragraphs of Section 3.06, Market Value Adjustment, and
replace them with the following:

     3.06     Market Value Adjustment - Except as noted below, an MVA will apply
              to a withdrawal from the MG Account before the end of a Guaranteed
              Term when the withdrawal is:

              (a) A Transfer; except for Transfers from the one-year MG Account
                  Guaranteed Term under the Dollar Cost Averaging program or, as
                  specified in 1.23, MG Account Matured Term Value Transfer;
              (b) A full or partial surrender (including a 10% free withdrawal
                  under 3.14), except for a partial withdrawal under the
                  Systematic Withdrawal Option (see 3.10); or
              (c) An election of Annuity option 2 (see 4.07).

              Full and partial surrenders and Transfers made within six months
              after the date of the Annuitant's death will be the greater of:

              (a) The aggregate MVA amount which is the sum of all market value
                  adjusted amounts calculated due to a withdrawal of amounts.
                  This total may be greater or less than the Current Value of
                  those amounts; or

              (b) The applicable portion of the Current Value in the MG Account.


Delete Section 3.07, Transfer of Current Value from the Funds or MG Account, and
replace them with the following:

     3.07     Transfer of Current Value from the Funds or MG Account - Before an
              Annuity option is elected, all or any portion of the Adjusted
              Current Value of the Certificate Holder's Account may be
              transferred from any Fund or Guaranteed Term of the MG Account:

              (a) To any other Fund; or
              (b) To an Guaranteed Term of the MG Account available in the
                  current Deposit Period.

              Transfer requests can be submitted as a percentage or as a dollar
              amount. Aetna may establish a minimum transfer amount. Within a
              Guaranteed Term Group, the amount to be surrendered to transferred
              will be withdrawn first from the oldest Deposit Period, then from
              the next oldest, and so on until the amount requested is
              satisfied.



                                                                               3

<PAGE>

              The Certificate Holder may make an unlimited number of Transfers
              during the Accumulation Period. The number of free Transfers
              allowed by Aetna is shown on Contract Schedule I. Additional
              Transfers may be subject to a Transfer fee as shown on Contract
              Schedule I.

              Amounts transferred from the MG Account under the Dollar Cost
              Averaging program, or amounts transferred as a Matured Term Value
              on or within one calendar month of the Term's Maturity Date, do
              not count against the annual Transfer limit.

              Amounts applied to Guaranteed Terms of the MG Account may not be
              transferred to the Funds or to another Guaranteed Term during the
              Deposit Period or for 90 days after the close of the Deposit
              Period except for (1) a Matured Term Value(s) during the calendar
              month following the Term's Maturity Date and (2) amounts
              transferred from the one-year MG Account Guaranteed Term under the
              Dollar Cost Averaging program.


Delete the first paragraph in Section 3.10, Systematic Withdrawal Option (SWO),
and replace it with the following:

     3.10     Systematic Withdrawal Option (SWO) - A distribution option under
              which a portion of the Account's Current Value will be
              automatically surrendered and distributed each year. SWO payments
              will be calculated on the Account's full Current Value. The
              distributed amount is withdrawn pro rata from each investment
              option under the Account. A Surrender Fee will not be deducted
              from any portion of the Current Value which is paid as a
              distribution under SWO. Certificate Holders should consult their
              tax advisor prior to requesting this distribution option. Aetna
              will not be responsible for any adverse tax consequences due to
              receiving SWO payments.


Delete Section 3.11, Death Benefit Amount, and replace it with the following:

     3.11     Death Benefit Amount - If the Certificate Holder or Annuitant dies
              before Annuity payments start, the Beneficiary is entitled to a
              death benefit under the Account. If the Account is owned jointly,
              the death benefit is paid at the death of the first joint
              Certificate Holder to die. The claim date is the date when proof
              of death and the Beneficiary's claim are received in good order at
              Aetna's Home Office. The amount of the death benefit is determined
              as follows:

              (a) Death of Annuitant less than 75 years of age: The guaranteed
                  death benefit is the greatest of:



                                                                               4

<PAGE>

              (1) The sum of all Net Purchase Payment(s) made to the Account (as
                  of the date of death) minus the sum of all amounts
                  surrendered, applied to an Annuity, or deducted from the
                  Account;

              (2) The highest step-up value as of the date of death. A step-up
                  value is determined on each anniversary of the Effective Date.
                  Each step-up value is calculated as the Account's Current
                  Value on the Effective Date anniversary, increased by the
                  amount of any Purchase Payment(s) made, and decreased by the
                  sum of all amounts surrendered, deducted, and/or applied to an
                  Annuity option since the Effective Date anniversary.

              (3) The Account's Current Value as of the date of death.

              The excess, if any, of the guaranteed death benefit value over the
              Account's Current Value is determined as of the date of death. Any
              excess amount will be deposited in the Account and allocated to
              the Aetna Variable Encore Fund as of the claim date. The Current
              Value on the claim date, plus any excess amount deposited, becomes
              the Account's Current Value.


         (b)  Death of Annuitant age 75 or greater: The death benefit amount is
              the greatest of:

              (1) The sum of all Net Purchase Payment(s) made to the Account (as
                  of the date of death) minus the sum of all amounts
                  surrendered, applied to an Annuity, or deducted from the
                  Account;

              (2) The highest step-up value prior to the Certificate Holder's
                  75th birthday. A step-up value is determined on each
                  anniversary of the Effective Date. Each step-up value is
                  calculated as the Account's Current Value on the Effective
                  Date anniversary, increased by the amount of any Purchase
                  Payment(s) made, and decreased by the sum of all amounts
                  surrendered, deducted, and/or applied to an Annuity option
                  since the Effective Date anniversary.

              (3) The Account's Current Value as of the date of death.

              The excess, if any, of the guaranteed death benefit value over the
              Account's Current Value is determined as of the date of death. Any
              excess amount will be deposited in the Account and allocated to
              the Aetna Variable Encore Fund as of the claim date. The Current
              Value on the claim date, plus any excess amount deposited, becomes
              the Account's Current Value.

         (c)  Death of Certificate Holder if the Certificate Holder is not the
              Annuitant: The death benefit amount is the Account's Adjusted
              Current Value on the claim



                                                                               5

<PAGE>

              date. A Surrender Fee may apply to any full or partial surrender
              (see 3.14 and Contract Schedule I).

         (d)  At the death of a surviving spouse Beneficiary who continued the
              Account in his or her own name, the death benefit amount is equal
              to the Account's Current Value less any applicable Surrender Fee
              on the amount of any Purchase Payment(s) made since the death of
              the Certificate Holder.


Delete Section 3.12, Death Benefit Options available to Beneficiary, and replace
it with the following:

     3.12     Death Benefit Options available to Beneficiary - Prior to any
              election, or until amounts must be otherwise distributed under
              this section, the Account's Current Value will be retained in the
              Account. The Beneficiary has the right to allocate or reallocate
              any amount to any available investment option (subject to an MVA
              if applicable). The following options are available to the
              Beneficiary:

              (a) When the Certificate Holder is the Annuitant: If the
                  Certificate Holder/Annuitant dies, and:

                  (1) If the Beneficiary is the Certificate Holder's surviving
                      spouse, the Beneficiary may exercise all Certificate
                      Holder rights under the Contract and continue in the
                      Accumulation Period, or may elect (i), (ii), or (iii)
                      below. Under the Code, distributions from the Account are
                      not required until the spousal Beneficiary's death. The
                      spousal Beneficiary may elect to:

                      (i)    Apply some or all of the Adjusted Current Value to
                             Annuity option 2, 3 or 4 (see 4.07);

                      (ii)   Apply some or all of the Adjusted Current Value to
                             Annuity option 1 (see 4.07); or

                      (iii)  Receive, at any time, a lump sum payment equal to
                             the Account's Adjusted Current Value.

                  (2) If the Beneficiary is other than the Certificate Holder's
                      surviving spouse, then options (i), (ii), or (iii) under
                      (1) above apply. Any portion of the Adjusted Current Value
                      not applied to Annuity option 2, 3, or 4 within one year
                      of the Certificate Holder's death, must be distributed
                      within five years of the date of death.



                                                                               6

<PAGE>

                  (3) If no Beneficiary exists, a lump sum payment equal to the
                      Adjusted Current Value will be made to the Certificate
                      Holder's estate.

              (b) When the Certificate Holder is not the Annuitant and the
                  Certificate Holder dies, and:

                  (1) If the Beneficiary is the Certificate Holder's surviving
                      spouse, the Beneficiary may exercise all Certificate
                      Holder rights under the Contract and continue in the
                      Accumulation Period, or may elect (i), (ii), or (iii)
                      below. Under the Code, distributions from the Account are
                      not required until the spousal Beneficiary's death. The
                      spousal Beneficiary may elect to:

                      (i)    Apply some or all of the Adjusted Current Value to
                             Annuity option 2, 3 or 4 (see 4.07);              
                             
                      (ii)   Apply some or all of the Surrender Value to Annuity
                             option 1 (see 4.07); or                            
                             
                      (iii)  Receive, at any time, a lump sum payment equal to 
                             the Account's Surrender Value.

                  (2) If the Beneficiary is other than the Certificate Holder's
                      surviving spouse, then options (i), (ii), or (iii) under
                      (1) above apply. Any portion of the Adjusted Current Value
                      not applied to Annuity Option 2, 3, or 4 within one year
                      of the Certificate Holder's death, must be distributed
                      within five years of the date of death.

                  (3) If no Beneficiary exists, a lump sum payment equal to the
                      Surrender Value will be made to the Certificate Holder's
                      estate.

              (c) When the Certificate Holder is not the Annuitant and the
                  Annuitant dies: The Beneficiary must elect Annuity option 2,
                  3, or 4 within 60 days of the date of death or the gain, if
                  any, will be includable in the Beneficiary's income in the tax
                  year in which the Annuitant dies.


Delete Section 3.13, Liquidation of Surrender Value, and replace it with the
following:

     3.13     Liquidation of Surrender Value - All or any portion of the
              Account's Current Value may be surrendered at any time. Surrender
              requests can be submitted as a percentage of the Account's Current
              Value or as a specific dollar amount. Net Purchase Payment amounts
              are withdrawn first, and then the excess value, if any. For any
              partial surrender, amounts are withdrawn on a pro rata basis from
              the Fund(s) and/or the



                                                                               7

<PAGE>

              Guaranteed Term(s) Groups of the MG Account in which the Current
              Value is invested. Within a Guaranteed Term Group, the amount to
              be surrendered or transferred will be withdrawn first from the
              oldest Deposit Period, then from the next oldest, and so on until
              the amount requested is satisfied.

              After deduction of the Maintenance Fee, if applicable, the
              surrendered amount shall be reduced by a Surrender Fee, if
              applicable. An MVA may apply to amounts surrendered from the MG
              Account.


Delete subsection (a) of Section 4.03, Death of Annuitant/Beneficiary, and
replace it with the following:

     4.03     Death of Annuitant/Beneficiary: (a) Certificate Holder is
              Annuitant: When the Certificate Holder is the Annuitant and the
              Annuitant dies under option 2 or 3, or both the Annuitant and the
              second Annuitant die under option 4(d), the present value of any
              remaining guaranteed payments will be paid in one sum to the
              Beneficiary, or upon election by the Beneficiary, any payments
              remaining will continue to the Beneficiary. If option 4 has been
              elected and the Certificate Holder dies, the remaining payments
              will continue to the successor payee. If no successor payee has
              been designated, the Beneficiary will be treated as the successor
              payee. If the Account has joint Certificate Holders, the surviving
              joint Certificate Holder will be deemed the successor payee.


Delete the first paragraph of subsection (b) of Section 4.03, Death of
Annuitant/Beneficiary, and replace it with the following:


     (b)      Certificate Holder is Not Annuitant: When the Certificate Holder
              is not the Annuitant and the Certificate Holder dies, the
              remaining payments under options 2, 3 or 4 will continue to the
              successor payee. If no successor payees has been designated, the
              Beneficiary will be treated as the successor payee. If the Account
              has joint Certificate Holders, the surviving joint Certificate
              Holder will be deemed the successor payee.

Endorsed and made part of the Certificate on the Effective Date of the Contract.



                                              /s/ Dan Kearney
                                              President
                                              Aetna Insurance Company of America

                                                                               8



                                   Endorsement


This Contract is endorsed as follows.

Add the following to Section I General Definitions:

     Dollar Cost Averaging - A program that permits the Certificate Holder to
     systematically transfer amounts from any of the Funds and the one-year MG
     Account Guaranteed Term to any of the Funds by completing the appropriate
     section of the enrollment form or a Dollar Cost Averaging election form.

Delete Section 1.21, Market Value Adjustment, and replace it with the following.

     1.21     Market Value Adjustment - An adjustment that may apply to an
              amount withdrawn or transferred from an MG Account Guaranteed Term
              prior to the end of that Guaranteed Term. The adjustment reflects
              the change in the value of the investment due to changes in
              interest rates since the date of deposit and is computed using the
              formula given in 3.06. The adjustment is expressed as a percentage
              of each dollar withdrawn or transferred.

Delete the first two paragraphs of Section 3.06, Market Value Adjustment, and
replace it with the following:

     3.06     Market Value Adjustment - Except as noted below, there will be an
              MVA for a withdrawal from the MG Account before the end of a
              Guaranteed Term when the withdrawal is due to:

              (a) A Transfer; except for Transfers from the one-year MG Account
                  Guaranteed Term under the Dollar Cost Averaging program or, as
                  specified in MG Account Matured Term Value Transfer;

              (b) A full or partial surrender (including a 10% free withdrawal
                  under 3.16), except for a partial withdrawal under the
                  Systematic Withdrawal Option (see 3.10); or

              (c) An election of Annuity option 2 (see 4.09).

              Full and partial surrenders and Transfers made within six months
              after the date of the Annuitant's death will be the greater of:

              (a) The aggregate MVA amount which is the sum of all market value
                  adjusted amounts calculated due to a withdrawal of amounts.
                  This total may be greater or less than the Current Value of
                  those amounts; or

              (b) The applicable portion of the Current Value in the MG Account.



                                                                               1

MP2IREND (4/95)

<PAGE>

Delete Section 3.07, Transfer of Current Value from the Funds or MG Account, and
replace it with the following:

     3.07     Tansfer of Current Value from the Funds or MG Account - Before an
              Annuity option is elected, all or any portion of the Adjusted
              Current Value of the Certificate Holder's Account may be
              transferred from any Fund or Guaranteed Term of the MG Account:

              (a) To any other Fund; or
              (b) To an Guaranteed Term of the MG Account available in the
                  current Deposit Period.

              Transfer requests can be submitted as a percentage or as a dollar
              amount. Aetna may establish a minimum transfer amount. Within a
              Guaranteed Term Group, the amount to be surrendered to transferred
              will be withdrawn first from the oldest Deposit Period, then from
              the next oldest, and so on until the amount requested is
              satisfied.

              The Certificate Holder may make an unlimited number of Transfers
              during the Accumulation Period. The number of free Transfers
              allowed by Aetna is shown on Contract Schedule I. Additional
              Transfers may be subject to a Transfer fee as shown on Contract
              Schedule I.

              Amounts transferred from the MG Account under the Dollar Cost
              Averaging program, or amounts transferred as a Matured Term Value
              on or within one calendar month of the Term's Maturity Date, do
              not count against the annual Transfer limit.

              Amounts applied to Guaranteed Terms of the MG Account may not be
              transferred to the Funds or to another Guaranteed Term during the
              Deposit Period or for 90 days after the close of the Deposit
              Period except for (1) a Matured Term Value(s) during the calendar
              month following the Term's Maturity Date and (2) amounts
              transferred from the one-year MG Account Guaranteed Term under the
              Dollar Cost Averaging program.

Delete the first paragraph in Subsection 3.11(a), Estate Conservation Option
(ECO), and replace it with the following:

     (a)      Estate Conservation Option (ECO) - A distribution option under
              which a portion of the Account's Current Value will be surrendered
              automatically and distributed each year. ECO payments will be
              calculated based on the Account's full Current Value. The
              distributed amount will be withdrawn pro rata from each investment
              option used under the Account. A Surrender Fee will not be
              deducted from any portion of the Current Value which is paid as a
              distribution under ECO. Certificate Holders should consult their
              tax advisor prior to requesting this distribution option. Aetna
              will not be responsible for any adverse tax consequences due to
              receiving ECO payments.



                                                                               2

<PAGE>

Delete the first paragraph in Subsection 3.11(b), Systematic Withdrawal Option
(SWO), and replace it with the following:

     (b)      Systematic Withdrawal Option (SWO) - A distribution option under
              which a portion of the Account's Current Value will be surrendered
              automatically and distributed each year. SWO payments will be
              calculated based on the Account's full Current Value. The
              distributed amount will be withdrawn pro rata from each investment
              option used under the Account. A Surrender Fee will not be
              deducted from any portion of the Current Value which is paid as a
              distribution under SWO. Certificate Holders should consult their
              tax advisor prior to requesting this distribution option. Aetna
              will not be responsible for any adverse tax consequences due to
              receiving SWO payments.

Delete Section 3.12, Death Benefit Amount, and replace it with the following:

     3.12     Death Benefit Amount - If the Certificate Holder or Annuitant dies
              before Annuity payments start, the Beneficiary is entitled to a
              death benefit under the Account. The claim date is the date when
              proof of death and the Beneficiary's claim are received in good
              order at Aetna's Home Office. The amount of the death benefit is
              determined as follows:

              (a) Death of Certificate Holder/Annuitant less than 75 years of
                  age: The guaranteed death benefit is the greatest of:

                  (1) The sum of all Net Purchase Payment(s) made to the Account
                      (as of the date of death) minus the sum of all amounts
                      surrendered, applied to an Annuity, or deducted from the
                      Account;

                  (2) The highest step-up value as of the date of death. A
                      step-up value is determined on each anniversary of the
                      Effective Date. Each step-up value is calculated as the
                      Account's Current Value on the Effective Date anniversary,
                      increased by the amount of any Purchase Payment(s) made,
                      and decreased by the sum of all amounts surrendered,
                      deducted, and/or applied to an Annuity option since the
                      Effective Date anniversary.

                  (3) The Account's Current Value as of the date of death.

                  The excess, if any, of the guaranteed death benefit value over
                  the Account's Current Value is determined as of the date of
                  death. Any excess amount will be deposited in the Account and
                  allocated to the Aetna Variable Encore Fund as of the claim
                  date. The Current Value on the claim date, plus any excess
                  amount deposited, becomes the Account's Current Value.

              (b) Death of Certificate Holder/Annuitant age 75 or greater: The
                  death benefit amount is the greatest of:

                  (1) The sum of all Net Purchase Payment(s) made to the Account
                      (as of the date of death) minus the sum of all amounts
                      surrendered, applied to an Annuity, or deducted from the
                      Account;



                                                                               3

<PAGE>

                  (2) The highest step-up value prior to the Certificate
                      Holder's 75th birthday. A step-up value is determined on
                      each anniversary of the Effective Date. Each step-up value
                      is calculated as the Account's Current Value on the
                      Effective Date anniversary, increased by the amount of any
                      Purchase Payment(s) made, and decreased by the sum of all
                      amounts surrendered, deducted, and/or applied to an
                      Annuity option since the Effective Date anniversary.

                  (3) The Account's Current Value as of the date of death.

                  The excess, if any, of the guaranteed death benefit value over
                  the Account's Current Value is determined as of the date of
                  death. Any excess amount will be deposited in the Account and
                  allocated to the Aetna Variable Encore Fund as of the claim
                  date. The Current Value on the claim date, plus any excess
                  amount deposited, becomes the Account's Current Value.

              (c) At the death of a surviving spouse Beneficiary who continued
                  the Account in his or her own name, the death benefit amount
                  is equal to the Account's Current Value less any applicable
                  Surrender Fee on the amount of any Purchase Payment(s) made
                  since the death of the Certificate Holder.

Delete Section 3.15, Liquidation of Surrender Value, and replace it with the
following:

     3.15     Liquidation of Surrender Value - All or any portion of the
              Account's Current Value may be surrendered at any time. Surrender
              requests can be submitted as a percentage of the Account's Current
              Value or as a specific dollar amount. Net Purchase Payment amounts
              are withdrawn first, and then the excess value, if any. For any
              partial surrender, amounts are withdrawn on a pro rata basis from
              the Fund(s) and/or the Guaranteed Term(s) Groups of the MG Account
              in which the Current Value is invested. Within a Guaranteed Term
              Group, the amount to be surrendered or transferred will be
              withdrawn first from the oldest Deposit Period, then from the next
              oldest, and so on until the amount requested is satisfied.

              After deduction the Maintenance Fee, if applicable, the
              surrendered amount shall be reduced by a Surrender Fee, if
              applicable. An MVA may apply to amounts surrendered from the MG
              Account.

     Endorsed and made part of this Contract on the Effective Date of the
     Contract.




                                              /s/ Dan Kearney
                                              President
                                              Aetna Insurance Company of America



[Aetna Letterhead]
[Aetna Logo]

                                                151 Farmington Avenue
                                                Hartford, CT  06156



                                                Julie E. Rockmore
                                                Counsel
                                                Law Division, RE4A
April 17, 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.8 to Registration Statement on Form N-4
       Prospectus Title:  Aetna Marathon Plus
       File Nos.  33-59749 and 811-8582

Dear  Sir or Madam:

The undersigned serves 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. 8. 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.

<PAGE>

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.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,

/s/ Julie E. Rockmore

Julie E. Rockmore



                        Consent of Independent Auditors

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

We consent to the use of our reports dated March 25, 1998 and February 27, 1998
included in this Post-Effective Amendment No. 8 to Registration Statement (No.
33-59749) on Form N-4 and to the references to our firm under the headings
"Condensed Financial Information" in the prospectuses and "Independent Auditors"
in the statement of additional information.

                                                       /s/ KPMG Peat Marwick LLP

Hartford, Connecticut
April 17, 1998


              SCHEDULE FOR COMPUTATION OF TOTAL RETURN CALCULATIONS

TOTAL RETURN CALCULATION (STANDARDIZED)

The standardized rate represents fund performance for the most recent 1-year,
5-year and 10-year periods. The "1-year rate" represents fund performance for
the period January 1, 1997 through December 31, 1997; the "5-year rate" is for
the period January 1, 1993 through December 31, 1997; the "10-year rate" is for
the period January 1, 1988 through December 31, 1997. "Since inception" figures
assume the redemption on December 31, 1997 of values attributable to a $1,000
payment made on the date contributions were first received in the fund under the
separate account.

The formula used in the computation of the total return calculation is as
follows:

              Formula
                    P(1 + T) (n) = ERV

                    P      =     a hypothetical initial payment of $1,000
                    T      =     average annual total return
                    n      =     number of years
                    ERV    =     ending redeemable value at the end of 1,
                                 5, or 10 year periods (or a fractional
                                 portion thereof) of a hypothetical $1,000
                                 payment made at the beginning of the 1, 5,
                                 or 10 year periods

The total returns reflect the deduction of all recurring charges during each
period (e.g., mortality and expense risk charges, maintenance fees,
administrative charges (if applicable) and deferred sales charges).

TOTAL RETURN CALCULATION (NON-STANDARDIZED)

The non-standardized rate represents fund performance for the most recent
1-year, 3-year, 5-year and 10-year periods. The "1-year rate" represents fund
performance for the period January 1, 1997 through December 31, 1997; the
"3-year rate" is for the period January 1, 1995 through December 31, 1997; the
"5-year rate" is for the period January 1, 1993 through December 31, 1997; and
the "10-year rate" is for the period January 1, 1988 through December 31, 1997.

The non-standardized figures will be calculated in a manner similar to the one
discussed above for the standardized figures, except that non-standardized
figures will not reflect the deduction of any applicable deferred sales charge
(which would decrease the level of performance shown if reflected in these
calculations), and the "since inception" figures assume the redemption on
December 31, 1997 of values attributable to a $1,000 payment made on the
inception dates of the funds.

For an illustration of the Computation of the Total Return Quotations, both
Standardized and Non-Standardized, see attached.
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                                   Maintenance
                      Fund Name                                                       Fee           As of Date
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>           <C>
Aetna Ascent VP                                                                          30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                                  30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Aetna Bond VP                                                                            30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                                      30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP                                                               30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                          30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                            30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                                          30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP                                                                    30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                   30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                               30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                                                        30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                                     30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                                            30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                                       30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                                          30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                                                  30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                                     30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                                                      30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                  30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                           30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                    30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                             30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                   30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.                                                    30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                        30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                                  30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                                                             30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                                       30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                                       30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                                         30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                                          30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                       30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/Portfolio Partners-MFS Emerging Equities                        30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                         30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/Portfolio Partners-MFS Research Growth          30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                            30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/Portfolio Partners-Scudder International Growth  30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                 30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
Alger American Growth/Portfolio Partners-T. Rowe Price Growth Equity                     30            12/31/97
- ---------------------------------------------------------------------------------------------------------------------
                                     Page 1
<PAGE>  
        
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
             One Year             One Year              One Year   Five Year      Five Year           Five Year      Ten Year
 As of AUV   as of Date           as of AUV             w/ DSC     as of Date     as of AUV           w/ DSC        as of Date
- --------------------------------------------------------------------------------------------------------------------------------
<C>          <C>                  <C>                   <C>         <C>           <C>                 <C>           <C>      
 14.983039   12/31/96             12.6743               12.03%      07/31/96                                        07/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 14.227915   12/31/96             11.781066             14.60%      02/29/96                                        02/29/96
- --------------------------------------------------------------------------------------------------------------------------------
 11.20098    12/31/96             10.48933               0.52%      01/31/96                                        01/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 14.05373    12/31/96             12.122954              9.73%      07/31/96                                        07/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 16.353765   12/31/96             12.769371             21.96%      01/31/96                                        01/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 13.157858   05/30/97                                               05/30/97                                        05/30/97
- --------------------------------------------------------------------------------------------------------------------------------
 14.414086   12/31/96             10.918586             25.93%      10/31/96                                        10/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 13.111548   12/31/96             11.613223              6.68%      05/31/96                                        05/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 10.900442   12/31/96             10.481343             (2.29%)     02/29/96                                        02/29/96
- --------------------------------------------------------------------------------------------------------------------------------
 13.638404   05/30/97                                               05/30/97                                        05/30/97
- --------------------------------------------------------------------------------------------------------------------------------
 13.245833   05/30/97                                               05/30/97                                        05/30/97
- --------------------------------------------------------------------------------------------------------------------------------
  9.976286   12/22/97                                               12/22/97                                        12/22/97
- --------------------------------------------------------------------------------------------------------------------------------
 14.974423   12/31/96             11.854756             20.19%      01/31/96                                        01/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 13.319853   12/31/96             10.940052             15.59%      01/31/96                                        01/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 13.237867   12/31/96             11.410013              9.82%      03/29/96                                        03/29/96
- --------------------------------------------------------------------------------------------------------------------------------
 12.590458   12/31/96             11.446544              3.75%      03/29/96                                        03/29/96
- --------------------------------------------------------------------------------------------------------------------------------
 13.88772    12/31/96             11.674007             12.78%      04/30/96                                        04/30/96
- --------------------------------------------------------------------------------------------------------------------------------
 14.801917   12/31/96             12.092624             16.25%      03/29/96                                        03/29/96
- --------------------------------------------------------------------------------------------------------------------------------
 16.646222   12/31/96             12.722419             24.75%      03/29/96                                        03/29/96
- --------------------------------------------------------------------------------------------------------------------------------
 12.636971   12/31/96             11.375727              4.85%      03/29/96                                        03/29/96
- --------------------------------------------------------------------------------------------------------------------------------
 14.492275   12/31/96             12.03758              14.22%      03/29/96                                        03/29/96
- --------------------------------------------------------------------------------------------------------------------------------
 12.27167    12/31/96             11.136219              3.96%      04/30/96                                        04/30/96
- --------------------------------------------------------------------------------------------------------------------------------
 14.730961   12/31/96             12.171469             14.86%      03/29/96                                        03/29/96
- --------------------------------------------------------------------------------------------------------------------------------
 16.131003   12/31/96             13.392992             14.28%      01/31/96                                        01/31/96
- --------------------------------------------------------------------------------------------------------------------------------
  9.006614   12/31/96             10.327674            (19.19%)     01/31/96                                        01/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 13.939247   12/31/96             13.19396              (0.62%)     04/30/96                                        04/30/96
- --------------------------------------------------------------------------------------------------------------------------------
 13.029956   12/31/96             10.89448              13.43%      05/31/96                                        05/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 10.207412   12/31/96             10.470592             (8.84%)     05/31/96                                        05/31/96
- --------------------------------------------------------------------------------------------------------------------------------
 12.203557   05/30/97                                               05/30/97                                        05/30/97
- --------------------------------------------------------------------------------------------------------------------------------
 11.538939   05/30/97                                               05/30/97                                        05/30/97
- --------------------------------------------------------------------------------------------------------------------------------
 12.785298   05/30/97                                               05/30/97                                        05/30/97
- --------------------------------------------------------------------------------------------------------------------------------
 10.764213   05/30/97                                               05/30/97                                        05/30/97
- --------------------------------------------------------------------------------------------------------------------------------
 10.554396   11/28/97                                               11/28/97                                        11/28/97
- --------------------------------------------------------------------------------------------------------------------------------
 10.554396   12/31/96              9.79997               1.44%      01/31/96                                        01/31/96
- --------------------------------------------------------------------------------------------------------------------------------
  8.786079   11/28/97                                               11/28/97                                        11/28/97
- --------------------------------------------------------------------------------------------------------------------------------
  8.786079   12/31/96              9.18255             (10.66%)     03/30/96                                        03/30/96
- --------------------------------------------------------------------------------------------------------------------------------
 10.152061   11/28/97                                               11/28/97                                        11/28/97
- --------------------------------------------------------------------------------------------------------------------------------
  9.912244   11/28/97                                               11/28/97                                        11/28/97
- --------------------------------------------------------------------------------------------------------------------------------
  9.912244   12/15/97                                               12/15/97                                        12/15/97
- --------------------------------------------------------------------------------------------------------------------------------
 13.834311   11/28/97                                               11/28/97                                        11/28/97
- --------------------------------------------------------------------------------------------------------------------------------
 13.834311   12/31/96             10.940286             20.33%      01/31/96                                        01/31/96
- --------------------------------------------------------------------------------------------------------------------------------
                                     Page 2
<PAGE>

<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                                                             Separate
Ten Year     Ten Year       Inception           Inception           Inception Account   Free       One Year     Three
as of AUV    w/ DSC           Date                 AUV               w/ DSC   Charge     Out         DSC      Year DSC 
- -----------------------------------------------------------------------------------------------------------------------
<C>          <C>            <C>                 <C>                   <C>       <C>      <C>         <C>         <C>   
                            07/31/96            11.073745             19.82%    140      0.1         7.00%       6.00% 
- -----------------------------------------------------------------------------------------------------------------------
                            02/29/96            10.58882              14.53%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            01/31/96            10.326094              1.15%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            07/31/96            10.927078             15.38%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            01/31/96            10.746692             21.94%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            05/30/97            11.067831             10.55%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            10/31/96            10.440059             26.88%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            05/31/96            10.779066              9.50%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            02/29/96            10.157347              0.57%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            05/30/97            11.31339              12.10%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            05/30/97            10.974826             12.23%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            12/22/97             9.824388             (5.57%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            01/31/96            10.813188             15.79%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            01/31/96             9.813564             14.52%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            03/29/96            10.491502             10.96%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            03/29/96            10.599034              6.99%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            04/30/96            10.698791             13.58%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            03/29/96            10.52474              18.43%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            03/29/96            11.041022             23.45%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            03/29/96            11.661147              1.19%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            03/29/96            10.889774             14.57%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            04/30/96            10.267558              7.79%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            03/29/96            11.258011             13.41%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            01/31/96            10.836541             20.48%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            01/31/96            10.89782             (13.23%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            04/30/96            11.703748              7.55%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            05/31/96            10.027655             14.44%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            05/31/96            10.018389             (2.81%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            05/30/97            11.121607              2.04%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            05/30/97            10.665977              0.60%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            05/30/97            10.782609             10.26%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            05/30/97            10.220422             (2.06%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            11/28/97            10.688545             (8.18%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            01/31/96             9.562606              2.13%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            11/28/97             8.960343             (8.82%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            03/30/96             9.688678             (9.28%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            11/28/97            10.00865              (5.68%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            11/28/97             9.791134             (5.86%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            12/15/97             9.756577             (5.53%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            11/28/97            13.559674             (5.13%)   140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                            01/31/96            10.094087             15.13%    140      0.1         7.00%       6.00%   
- -----------------------------------------------------------------------------------------------------------------------
                                     Page 3
<PAGE>

<CAPTION>
- -----------------------------
Five Year  Ten Year Inception
   DSC        DSC       DSC
- -----------------------------
<C>          <C>        <C>  
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
 4.00%       0.00%      7.00%
- -----------------------------
                                     Page 4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                        Maintenance
               Fund Name                                                                    Fee                      As of Date
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>                      <C>   
Aetna Ascent VP                                                                              30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                                      30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP                                                                                30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                                          30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP                                                                   30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                              30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                                30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                                              30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP                                                                        30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                       30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                                   30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                                                            30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                                         30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                                                30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                                           30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                                              30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                                                      30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                                         30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                                                          30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                      30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                               30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                        30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                 30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                       30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.                                                        30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                            30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                                      30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                                                                 30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                                           30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                                           30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                                             30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                                              30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                           30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/Portfolio Partners-MFS Emerging Equities                            30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                             30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/Portfolio Partners-MFS Research Growth              30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                                30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/Portfolio Partners-MFS Value Equity                            30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                    30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/Portfolio Partners-Scudder International Growth      30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                     30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/Portfolio Partners-T. Rowe Price Growth Equity                         30                       12/31/97
- ---------------------------------------------------------------------------------------------------------------------------------
                                     Page 1
<PAGE>

<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
             One Year            One Year      One Year     Three Year       Three Year     Three Year   Five Year
 As of AUV   as of Date          as of AUV     w/out DSC    as of Date       as of AUV      w/out DSC    as of Date
- ---------------------------------------------------------------------------------------------------------------------
<C>          <C>                 <C>             <C>         <C>             <C>              <C>         <C>
 14.983039   12/31/96            12.6743         18.20%                                                   07/04/95
- ---------------------------------------------------------------------------------------------------------------------
 14.227915   12/31/96            11.781066       20.76%      12/30/94         8.269365        19.82%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 11.20098    12/31/96            10.48933         6.77%      12/30/94         8.807994         8.33%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 14.05373    12/31/96            12.122954       15.92%                                                   07/04/95
- ---------------------------------------------------------------------------------------------------------------------
 16.353765   12/31/96            12.769371       28.06%      12/30/94         7.979199        27.01%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 13.157858   12/31/96            10.033073       31.13%                                                   12/12/96
- ---------------------------------------------------------------------------------------------------------------------
 14.414086   12/31/96            10.918586       32.00%                                                   09/15/96
- ---------------------------------------------------------------------------------------------------------------------
 13.111548   12/31/96            11.613223       12.89%                                                   07/04/95
- ---------------------------------------------------------------------------------------------------------------------
 10.900442   12/31/96            10.481343        3.99%      12/30/94         9.648265         4.14%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 13.638404   12/31/96            10.284789       32.60%                                                   12/26/96
- ---------------------------------------------------------------------------------------------------------------------
 13.245833   12/31/96             9.639742       37.40%                                                   12/12/96
- ---------------------------------------------------------------------------------------------------------------------
  9.976286   12/31/96             8.426156       18.39%      12/30/94         5.930471        18.92%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 14.974423   12/31/96            11.854756       26.30%      12/30/94         7.897236        23.76%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 13.319853   12/31/96            10.940052       21.74%      12/30/94         7.246354        22.49%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 13.237867   12/31/96            11.410013       16.01%      12/30/94         8.525394        15.79%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 12.590458   12/31/96            11.446544        9.98%      12/30/94         9.481809         9.90%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 13.88772    12/31/96            11.674007       18.95%      12/30/94         8.958271        15.72%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 14.801917   12/31/96            12.092624       22.39%                                                   01/03/95
- ---------------------------------------------------------------------------------------------------------------------
 16.646222   12/31/96            12.722419       30.83%      12/30/94         7.765237        28.93%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 12.636971   12/31/96            11.375727       11.08%      12/30/94         8.502243        14.11%      09/13/93
- ---------------------------------------------------------------------------------------------------------------------
 14.492275   12/31/96            12.03758        20.38%      12/30/94         8.539501        19.27%      09/13/93
- ---------------------------------------------------------------------------------------------------------------------
 12.27167    12/31/96            11.136219       10.18%      12/30/94         8.468988        13.15%      09/13/93
- ---------------------------------------------------------------------------------------------------------------------
 14.730961   12/31/96            12.171469       21.02%      12/30/94         8.118623        21.96%      09/13/93
- ---------------------------------------------------------------------------------------------------------------------
 16.131003   12/31/96            13.392992       20.43%      12/30/94         8.381221        24.38%      09/13/93
- ---------------------------------------------------------------------------------------------------------------------
  9.006614   12/31/96            10.327674      (12.80%)     12/30/94        10.290777        (4.36%)     03/30/94
- ---------------------------------------------------------------------------------------------------------------------
 13.939247   12/31/96            13.19396         5.64%      12/30/94         9.15111         15.05%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 13.029956   12/31/96            10.89448        19.59%                                                   01/03/95
- ---------------------------------------------------------------------------------------------------------------------
 10.207412   12/31/96            10.470592       (2.53%)     12/30/94         9.051104         4.08%      06/14/94
- ---------------------------------------------------------------------------------------------------------------------
 12.203557   12/31/96            11.08312        10.10%      12/30/94         7.155756        19.46%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 11.538939   12/31/96             9.559142       20.70%      12/30/94         8.164565        12.21%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 12.785298   12/31/96             9.787799       30.61%                                                   07/05/95
- ---------------------------------------------------------------------------------------------------------------------
 10.764213   12/31/96            10.042736        7.17%      12/30/94         7.992699        10.42%      05/03/93
- ---------------------------------------------------------------------------------------------------------------------
 10.554396   11/26/97                                        11/26/97                                     11/26/97
- ---------------------------------------------------------------------------------------------------------------------
 10.554396   12/31/96             9.79997         7.69%      12/30/94         6.703795        16.32%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
  8.786079   11/26/97                                        11/26/97                                     11/26/97
- ---------------------------------------------------------------------------------------------------------------------
  8.786079   12/31/96             9.18255        (4.33%)     12/30/94         7.529448         5.27%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 10.152061   11/26/97                                        11/26/97                                     11/26/97
- ---------------------------------------------------------------------------------------------------------------------
 10.152061   12/31/96             8.149264       24.56%      12/30/94         5.83085         20.29%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
  9.912244   11/26/97                                        11/26/97                                     11/26/97
- ---------------------------------------------------------------------------------------------------------------------
  9.912244   12/31/96             9.223832        7.45%      12/30/94         7.439523        10.03%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
 13.834311   11/26/97                                        11/26/97                                     11/26/97
- ---------------------------------------------------------------------------------------------------------------------
 13.834311   12/31/96            10.940286       26.44%      12/31/94         7.278828        23.86%      12/31/92
- ---------------------------------------------------------------------------------------------------------------------
                                     Page 2
<PAGE>

<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
 Five Year     Five Year     Ten Year         Ten Year        Ten Year    Inception       Inception      Inception
 as of AUV     w/out DSC    as of Date       as of AUV       w/out DSC       Date            AUV         w/out DSC
- ------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>             <C>               <C>         <C>             <C>            <C>
                             07/04/95                                      07/05/95         9.482021      20.16%
- ------------------------------------------------------------------------------------------------------------------
 7.776863        12.83%      04/03/89                                      04/03/89         5.735238      10.94%
- ------------------------------------------------------------------------------------------------------------------
 8.595081         5.43%      12/31/87        5.336688           7.68%
- ------------------------------------------------------------------------------------------------------------------
                             07/04/95                                      07/05/95         9.533254      16.85%
- ------------------------------------------------------------------------------------------------------------------
 7.766221        16.05%      12/31/87        4.039574          15.00%
- ------------------------------------------------------------------------------------------------------------------
                             12/12/96                                      12/13/96         9.899466      31.14%
- ------------------------------------------------------------------------------------------------------------------
                             09/15/96                                      09/16/96        10.000313      32.76%
- ------------------------------------------------------------------------------------------------------------------
                             07/04/95                                      07/05/95         9.592086      13.36%
- ------------------------------------------------------------------------------------------------------------------
 9.242721         3.34%      12/31/87        7.038035           4.46%
- ------------------------------------------------------------------------------------------------------------------
                             12/26/96                                      12/27/96        10.220423      33.02%
- ------------------------------------------------------------------------------------------------------------------
                             12/12/96                                      12/13/96         9.443427      38.05%
- ------------------------------------------------------------------------------------------------------------------
 5.836772        11.30%      12/31/87        3.561818          10.84%
- ------------------------------------------------------------------------------------------------------------------
 6.411822        18.48%      12/31/87        3.669174          15.09%
- ------------------------------------------------------------------------------------------------------------------
 6.244197        16.35%      12/31/87        3.137515          15.54%
- ------------------------------------------------------------------------------------------------------------------
 7.403903        12.31%      12/31/87        4.564725          11.22%
- ------------------------------------------------------------------------------------------------------------------
 6.978463        12.51%      12/31/87        5.781034           8.08%
- ------------------------------------------------------------------------------------------------------------------
 8.092813        11.39%      09/06/89                                      09/06/89         5.756537      11.16%
- ------------------------------------------------------------------------------------------------------------------
                             01/03/95                                      01/03/95         7.34125       26.40%
- ------------------------------------------------------------------------------------------------------------------
 7.202915        18.23%      08/27/92                                      08/27/92         6.808467      18.20%
- ------------------------------------------------------------------------------------------------------------------
                             09/13/93                                      09/13/93         6.304307      17.55%
- ------------------------------------------------------------------------------------------------------------------
                             09/13/93                                      09/13/93         8.044333      14.66%
- ------------------------------------------------------------------------------------------------------------------
                             09/13/93                                      09/13/93         8.643353       8.48%
- ------------------------------------------------------------------------------------------------------------------
                             09/13/93                                      09/13/93         7.773658      16.02%
- ------------------------------------------------------------------------------------------------------------------
                             09/13/93                                      09/13/93         7.05749       21.19%
- ------------------------------------------------------------------------------------------------------------------
                             03/30/94                                      03/30/94        10.322756      (3.58%)
- ------------------------------------------------------------------------------------------------------------------
 8.969536         9.21%      10/14/91                                      10/14/91         8.633948       8.00%
- ------------------------------------------------------------------------------------------------------------------
                             01/03/95                                      01/03/95         7.692372      19.25%
- ------------------------------------------------------------------------------------------------------------------
                             06/14/94                                      06/14/94         9.049518       3.44%
- ------------------------------------------------------------------------------------------------------------------
 6.255692        14.29%      12/31/87        3.158544          14.46%
- ------------------------------------------------------------------------------------------------------------------
 5.229659        17.14%      11/12/90                                      11/12/90         5.589732      10.68%
- ------------------------------------------------------------------------------------------------------------------
                             07/05/95                                      07/05/95         6.022462      35.28%
- ------------------------------------------------------------------------------------------------------------------
                             05/03/93                                      05/03/93         8.156291       6.12%
- ------------------------------------------------------------------------------------------------------------------
                             11/26/97                                      11/28/97        10.688545      (1.27%)
- ------------------------------------------------------------------------------------------------------------------
 6.365231        10.63%      09/21/88                                      09/21/88         2.397107      17.32%
- ------------------------------------------------------------------------------------------------------------------
                             11/26/97                                      11/28/97         8.960343      (1.96%)
- ------------------------------------------------------------------------------------------------------------------
 7.103352         4.33%      12/31/87        4.381943           7.19%
- ------------------------------------------------------------------------------------------------------------------
                             11/26/97                                      11/28/97        10.00865        1.42%
- ------------------------------------------------------------------------------------------------------------------
 5.910992        11.41%      12/31/87        2.978655          13.03%
- ------------------------------------------------------------------------------------------------------------------
                             11/26/97                                      11/28/97         9.791134       1.23%
- ------------------------------------------------------------------------------------------------------------------
 5.597697        12.09%      12/31/87        3.742802          10.22%
- ------------------------------------------------------------------------------------------------------------------
                             11/26/97                                      11/28/97        13.559674       2.01%
- ------------------------------------------------------------------------------------------------------------------
 6.024877        18.07%      01/09/89                                      01/09/89         3.123186      18.02%
- ------------------------------------------------------------------------------------------------------------------
                                     Page 3
<PAGE>

<CAPTION>
- -----------------------------------------
     Separate
      Account                  Free
      Charge                    Out
- -----------------------------------------
       <C>                      <C>
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
       140                      0.1
- -----------------------------------------
                                     Page 4
</TABLE>





                                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
                                                     333-49581


Registration Statements filed under the Investment Company Act of 1940:

                                                     811-08582

hereby ratifying and confirming on this 14th day of April, 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
                                                     333-49581


Registration Statements filed under the Investment Company Act of 1940:

                                                     811-08582

hereby ratifying and confirming on this 14th day of April, 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/ Catherine H. Smith
         -----------------------------------
                  Catherine H. Smith
                       Director


                                       2
<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
                                                     333-49581


Registration Statements filed under the Investment Company Act of 1940:

                                                     811-08582

hereby ratifying and confirming on this 14th day of April, 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





                                       3
<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
                                                     333-49581


Registration Statements filed under the Investment Company Act of 1940:

                                                     811-08582

hereby ratifying and confirming on this 14th day of April, 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)


                                       4



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