AETNA INSURANCE CO OF AMERICA
S-2/A, 1995-12-06
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      As filed with the Securities and Exchange Commission on December 6, 1995
                                                     Registration No. 33-63657
 -----------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                       PRE-EFFECTIVE AMENDMENT NO. 2 TO
                                   FORM S-2
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                      AETNA INSURANCE COMPANY OF AMERICA
            (Exact name of registrant as specified in its charter)

           Connecticut                                 06-1286272
   (State or other jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                   Identification No.)

                             151 Farmington Avenue
                          Hartford, Connecticut 06156
                                (203) 273-7834
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                           Susan E. Bryant, Esquire
                      Aetna Insurance Company of America
                             151 Farmington Avenue
                          Hartford, Connecticut 06156
                                (203) 273-7834
           (Name, address including zip code, and telephone number,
                  including area code, of agent for service)

     Approximate  Date of Commencement of Proposed Sale to Public:  As soon as
practicable after the effective date of this Registration Statement.

     If any of the securities  being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box:  [X]

     If the registrant  elects to deliver its latest annual report to security
holders,  or a  complete  and  legible  facsimile  thereof,  pursuant  to Item
11(a)(1) of this form, check the following box: [ ]

                        CALCULATION OF REGISTRATION FEE
 =============================================================================
 Title of                          Proposed       Proposed
 each class            Amount      maximum         maximum         Amount of
 of securities         to be    offering price    aggregate       registration
 to be registered    Registered    per unit      offering price      fee
 -----------------------------------------------------------------------------
 Interests under     $116,000,000                $116,000,000       $40,000
 modified                 290,000                     290,000           100
 guaranteed deferred ------------                ------------       ---------
 annuity contracts   $116,290,000      *         $116,290,000       $40,100^
 =============================================================================
* The securities being  registered are not issued in predetermined  amounts or
  units.
^ Registration  fee of $100 paid on  October  25,  1995 and  $40,000  paid on
November 17, 1995.  The purpose of this  pre-effective  amendment is to reduce
the amount of  securities  previously  registered so that it is in accord with
the amount of the registration fee previously paid.
<PAGE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its  effective  date until the  Registrant  shall
file a further  amendment  which  specifically  states that this  Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the  Registration  Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
<PAGE>
                               EXPLANATORY NOTE

     This  pre-effective  amendment  is being filed  solely for the purpose of
reducing the amount of the securities  previously  registered.  A registration
fee of $100 and $40,000 was paid on October 25, 1995 and on November 17, 1995,
respectively.  Accordingly,  the amount of securities previously registered is
being  reduced  to  $116,290,000,  so that such  amount is in accord  with the
amount of the  registration  fee  previously  paid. No other changes have been
made.
<PAGE>

                                  SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-2 and has duly  caused  this
registration  statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in the City of Hartford, State of Connecticut,  on
this 6th day of December 1995.

                      AETNA INSURANCE COMPANY OF AMERICA

                             By Daniel P. Kearney*
                                ---------------------
                                Daniel P. Kearney
                                President
                                Principal Executive Officer

     Pursuant to the  requirements  of the Securities Act of 1933, as amended,
this  Registration  Statement has been signed by the following  persons in the
capacities and on the dates indicated.



       Signature               Title                              Date

     Daniel P. Kearney*        Director and President         December 6, 1995
 ------------------------
     Daniel P. Kearney


     James C. Hamilton*        Director, Vice President
 ------------------------      and Treasurer                  December 6, 1995
     James C. Hamilton         (Principal Accounting and
                               Financial Officer)


     Shaun P. Mathews*         Director                       December 6, 1995
 ------------------------
     Shaun P. Mathews


     Scott A. Striegel*        Director                       December 6, 1995
 ------------------------
     Scott A. Striegel


  /s/Susan E. Bryant
 ------------------------
     * Attorney-in-Fact



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