AETNA INSURANCE CO OF AMERICA, POS AM, 1997-04-04

AETNA INSURANCE CO OF AMERICA
POS AM, 1997-04-04

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As filed with the Securities and Exchange Registration No. 333-22723
Commission on April 4, 1997

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-2 TO
REGISTRATION STATEMENT (Previously filed on Form S-1) UNDER THE
SECURITIES ACT OF 1933

Aetna Insurance Company of America
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Connecticut
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06-1286272
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(I.R.S. Employer Identification No.)

151 Farmington Avenue, Hartford, Connecticut 06156, (860) 273-7834

Susan E. Bryant, Counsel
Aetna Insurance Company of America
151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
(860) 273-7834
- --------------------------------------------------------------------------------
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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The annuities covered by this registration statement are to be issued from time
to time 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. [XX]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]

If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<PAGE>

AICA GUARANTEED ACCOUNT
A CREDITED INTEREST OPTION AVAILABLE UNDER
VARIABLE ANNUITY CONTRACTS
ISSUED BY AETNA INSURANCE COMPANY OF AMERICA

CROSS REFERENCE SHEET
Pursuant to Regulation S-K
Item 501(b)

<TABLE>
<CAPTION>
Form S-2
Item No. Information Required in Prospectus Location in Prospectus
- -------- ---------------------------------- ----------------------
<S> <C> <C>
1 Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus ...................................... Outside Front Cover

2 Inside Front and Outside Back Cover
Pages of Prospectus.............................. Table of Contents (inside front cover)

3 Summary Information, Risk Factors.................... Summary

Ratio of Earnings to Fixed Charges................... Not Applicable

4 Use of Proceeds...................................... Investments

5 Determination of Offering Price...................... Not Applicable

6 Dilution............................................. Not Applicable

7 Selling Security Holders............................. Not Applicable

8 Plan of Distribution................................. Description of the AICA Guaranteed Account

9 Description of Securities to be
Registered....................................... Description of the AICA Guaranteed Account

10 Interests of Named Experts and Counsel............... Not Applicable

11 Information with Respect to the
Registrant........................................... Not Applicable
<PAGE>

Form S-2
Item No. Information Required in Prospectus Location in Prospectus
- -------- ---------------------------------- ----------------------

12 Incorporation of Certain Information Incorporation of Certain Documents by
by Reference......................................... Reference; Experts

13 Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities...................................... Indemnification
</TABLE>

<PAGE>

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

AICA Guaranteed Account
Credited Interest Option

Prospectus Dated: May 1, 1997

This Prospectus describes the AICA Guaranteed Account (the "Guaranteed
Account"), a credited interest funding option available to fund certain variable
annuity contracts ("Contracts") issued by Aetna Insurance Company of America
("Company"). This Prospectus and the prospectus describing the Contracts
("Contract Prospectus") should both be read thoroughly before investing.

The Contract Prospectus describes the terms and conditions related to an
investment in the Contract, including the charges and expenses that will be
deducted directly or indirectly from the available funding options, including
the Guaranteed Account (see "Contract Charges"). This Prospectus describes the
pertinent information required to evaluate the terms of the Guaranteed Account
(see "Description of the AICA Guaranteed Account").

Under the terms of the Guaranteed Account, the Company sets various rates of
interest ("Guaranteed Rates") for varying lengths of time ("Guaranteed Terms")
and designates the period of time during which investments can be made ("Deposit
Period") at those rates and for those terms. A Certificate Holder electing the
Guaranteed Account can designate amounts to be invested in any Guaranteed Term
during the Deposit Period and will receive the Guaranteed Rate for that term.
Amounts invested in the Guaranteed Account can come from the Certificate
Holder's Purchase Payments for the Contract or by transferring amounts
accumulated by the Certificate Holder under other funding options under the
Contract. There is no minimum amount required if investments come from Purchase
Payments; however, with respect to transfers, the Certificate Holder must meet
minimum amounts that are set forth in your Contract. The interest rate declared
for a Guaranteed Term 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 over the period of one year assuming
reinvestment of all interest (see "Guaranteed Rates"). THE COMPANY CANNOT
PREDICT FUTURE LEVELS OF GUARANTEED INTEREST RATES NOR GUARANTEE WHAT SUCH RATES
WILL BE UNTIL THEY ARE DECLARED FOR EACH GUARANTEED TERM.

WITHDRAWALS OR TRANSFERS FROM A GUARANTEED TERM PRIOR TO THE END OF THAT
GUARANTEED TERM MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT. SURRENDER OF ALL OR
PART OF THE CONTRACT MAY ALSO BE SUBJECT TO A DEFERRED SALES CHARGE (SEE "MARKET
VALUE ADJUSTMENT" AND "CONTRACT CHARGES"). UNDER CERTAIN CONDITIONS, THESE
ADJUSTMENTS AND CHARGES COULD RESULT IN THE CERTIFICATE HOLDER RECEIVING AN
AMOUNT LESS THAN THE AMOUNT PAID INTO THE GUARANTEED ACCOUNT.

The Company intends generally to invest funds received for the Guaranteed
Account primarily in investment-grade fixed income securities. (See
"Investments.") All of the general assets of the Company, including amounts
deposited to the Guaranteed Account, are available to meet the guarantees under
the Guaranteed Account. These assets are chargeable with liabilities arising out
of other business of the Company.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT CONTRACT
PROSPECTUS AND THE CURRENT FUND PROSPECTUSES. ALL PROSPECTUSES SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE.

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

THIS PROSPECTUS AND OTHER INFORMATION ABOUT THE COMPANY 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.

NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERS CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

THESE CONTRACTS ARE NOT OFFERED FOR SALE IN THE STATE OF NEW YORK.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act"), and, in accordance therewith, files
periodic reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports and other information concerning the
Company may be inspected and copied at the public reference facilities of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material also can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

This Prospectus is accompanied by a copy of the Company's annual report on Form
10-K for the year ended December 31, 1996. Reference is made to Form 10-K for a
description of the Company and its business, including financial statements.

The Company intends to deliver to holders of outstanding Contracts account
statements at least annually and such other periodic reports as may be required
by law, but it is not anticipated that any such reports will include periodic
financial statements or information concerning the Company.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's latest Annual Report on Form 10-K, filed with the Commission
pursuant to Section 15(d) of the Exchange Act, is incorporated by reference into
this Prospectus and must accompany this Prospectus. The Form 10-K contains
additional information about the Company, including certified financial
statements for the Company's latest fiscal year. No other reports have been
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by that Form 10-K.

The Company will provide without charge to each person to whom this Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the documents incorporated by reference in the Registration Statement
of which this Prospectus forms a part other than exhibits to such documents
unless such exhibits are specifically incorporated by reference into such
documents. Requests should be directed to Aetna Insurance Company of America,
151 Farmington Avenue, Hartford, Connecticut 06156, telephone (800) 531-4547.

<PAGE>

TABLE OF CONTENTS

Page
AVAILABLE INFORMATION ............................................. 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE .................. 1
GLOSSARY ......................................................... 3
SUMMARY ............................................................ 4
DESCRIPTION OF THE AICA GUARANTEED ACCOUNT
General ......................................................... 6
Contributions to the Guaranteed Account ........................ 6
Guaranteed Rates ................................................ 6
Maturity of a Guaranteed Term ................................. 7
Maturity Value Transfer Provision .............................. 7
TRANSFERS AND WITHDRAWALS .......................................... 8
Transfers ...................................................... 8
Withdrawals ................................................... 8
Calculation of Transfer or Withdrawal Amounts .................. 8
MARKET VALUE ADJUSTMENT .......................................... 8
Deposit Period Yield .......................................... 9
Current Yield ................................................... 9
MVA Formula ................................................... 10
MISCELLANEOUS ...................................................... 10
Contract Charges ................................................ 10
Withdrawals ................................................... 10
Annuity Period ................................................ 10
INVESTMENTS ...................................................... 10
DISTRIBUTION ...................................................... 11
TAX CONSIDERATIONS ................................................ 11
Taxation of the Guaranteed Account .............................. 12
EXPERTS ............................................................ 12
LEGAL MATTERS ...................................................... 12
FURTHER INFORMATION ................................................ 12
INQUIRIES ......................................................... 12
APPENDIX I--Examples of Market Value Adjustment Calculations ...... 13
APPENDIX II--Examples of Market Value Adjustment Yields ............ 15

<PAGE>
GLOSSARY

In this Prospectus, the following terms have the meanings shown:

Account: A record established for each Certificate Holder in a group Contract to
identify Purchase Payments and amounts accumulated that are attributable to the
Certificate Holder under the Contract during the Accumulation Period.

Aggregate Market Value Adjustment Amount: The sum of all market value
adjustments calculated due to withdrawals or transfers from the Guaranteed
Account prior to the Maturity Date(s). This total may be a positive or negative
figure.

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

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

Certificate: The document issued to a Certificate Holder to evidence a
Certificate Holder's Account established under a group Contract.

Certificate Holder: A person who has established an Account under a group
Contract or the individual Contract Holder of an individual Contract.

Contract: A group or individual variable annuity contract issued by the Company
which offers the Guaranteed Account as a funding option.

Contract Holder: A person who purchases a Contract.

Contract Prospectus: The prospectus for the Separate Account and the Contracts.

Deposit Period: The period of time during which Purchase Payments, transfers and
reinvestments are accepted for accumulation under the Guaranteed Account for one
or more Guaranteed Terms.

Guaranteed Rate: The interest rate(s) applicable to a specific Guaranteed Term.

Guaranteed Term: 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, including, but not limited to,
the Company's right to restrict allocations to new purchase payments or deposits
(such as by prohibiting transfers into a particular Guaranteed Term from any
other Guaranteed Term or from any other funding option or by prohibiting the
reinvestment of Matured Term Value into a particular Guaranteed Term). The
Company may offer more than one Guaranteed Term of the same duration.

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

Market Value Adjustment (MVA): An adjustment that may be made to the amount
withdrawn or transferred from the Guaranteed Account before the Maturity Date.
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 the Contract and Certificate. The adjustment is expressed as a
percentage of each dollar being withdrawn or transferred.

Market Value Adjustment Amount (MVA Amount): The amount by which the funds being
withdrawn or transferred from a Guaranteed Term is increased or decreased due to
the MVA.

Matured Term Value: The value of each Guaranteed Term on its Maturity Date.

Maturity Date: The last day of a Guaranteed Term.

Maturity Value Transfer Provision: A provision that is available at maturity
when the Company automatically reinvests the total maturing Guaranteed Term
value into the open Deposit Period. This provision allows Certificate Holders to
transfer or surrender the automatically reinvested value, without an MVA, to a
new Guaranteed Term or to other available investment options until the last
business day of the month following the maturity of a Guaranteed Term. The last
business day of the month is defined as the last business day of the month when
the New York Stock Exchange is open.

Purchase Payment: The gross payment made to an Account or to an individual
Contract.

<PAGE>

SUMMARY

Description of the Guaranteed Account

The AICA Guaranteed Account is a guaranteed interest option available as a
funding option under certain variable annuity contracts issued by the Company.
Amounts invested in the Guaranteed Account are credited with interest rates
guaranteed by the Company for stated periods of time. Amounts must remain in the
Guaranteed Account for the full Guaranteed Term to receive the quoted interest
rates. Withdrawals or transfers from a Guaranteed Term before the end of the
Guaranteed Term may be subject to a Market Value Adjustment.

During a Deposit Period, Certificate Holders may direct some or all of their
Purchase Payment(s) to the Guaranteed Account. There is no minimum amount of
payment if the investment comes from a Purchase Payment. Transfers of
accumulated amounts from other funding options to the Guaranteed Account are
also allowed. If a transfer is made to the Guaranteed Account from other
Contract funding options, the transferred value may not be less than $500 (see
"Contributions to the Guaranteed Account").

Guaranteed Rates and Guaranteed Terms

Interest is credited daily at a rate that will provide the guaranteed annual
effective yield over the period of one year. The Company will declare the
Guaranteed Rate(s) for all available Guaranteed Terms at the start of the
Deposit Period for those Guaranteed Terms. These Guaranteed Rate(s) are
guaranteed for that Deposit Period and for the length of the Guaranteed Term.
Guaranteed Rates will never be less than the annual effective rate stated in the
Contract (see "Guaranteed Rates").

Transfers and Withdrawals

Full or partial surrenders and transfers to other funding options under the
Contract are permitted from the Guaranteed Account; however, amounts invested
for a Guaranteed Term during a Deposit Period may not be transferred during that
Deposit Period or for 90 days after the close of that Deposit Period. This
restriction may not apply in all circumstances (see "Transfers and
Withdrawals").

Market Value Adjustment

Amounts withdrawn or transferred from the Guaranteed Account prior to the
Maturity Date may be subject to a Market Value Adjustment. The Market Value
Adjustment reflects the change in the value of the investment at the time of
withdrawal due to changes in interest rates since the date of deposit, and may
be positive or negative.

This provision does not apply to (1) amounts transferred on the Maturity Date;
(2) amounts transferred under the Maturity Value Transfer Provision; (3) amounts
transferred from the one-year Guaranteed Term in connection with the Dollar Cost
Averaging Program described in the Contract Prospectus; and (4) amounts
distributed under one of the Additional Withdrawal Options described in the
Contract Prospectus.

If amounts are withdrawn from the Guaranteed Account due to annuitization under
one of the lifetime Annuity options described in the Contract Prospectus, only
the positive Aggregate Market Value Adjustment, if any, is applied. When a
guaranteed death benefit is payable under the terms of the Contract, only a
positive Aggregate Market Value Adjustment amount, if any, is applied to amounts
withdrawn from the Guaranteed Account if withdrawn within the first six months
after the date of death (see "Market Value Adjustment").

Maturity of a Guaranteed Term

On or before the Maturity Date, a Certificate Holder may instruct the Company,
on the Maturity Date, to (a) reinvest the Matured Term Value in the Guaranteed
Account for a new Guaranteed Rate and Term available under the then current
Deposit Period; (b) transfer the Matured Term Value to one or more of the
variable funding options available under the Contract; or (c) withdraw the
Matured Term Value. In none of these circumstances would a Market Value
Adjustment be

<PAGE>

applicable to the Matured Term Value; however, a deferred sales charge may be
assessed on amounts withdrawn from the Contract (see "Contract Charges" and the
Contract Prospectus).

If the Company does not receive direction from the Certificate Holder by the
Maturity Date, the Matured Term Value will be reinvested in the Guaranteed
Account for a new Guaranteed Rate and Term under the then current Deposit
Period. The new Guaranteed Term will have the same length to maturity as the
Guaranteed Term that is maturing. If such a Guaranteed Term is not available,
the transfer will be to the next shortest available Guaranteed Term (see
"Maturity of a Guaranteed Term").

Maturity Value Transfer Provision

The Maturity Value Transfer Provision is available at maturity when the Company
automatically reinvests the total Guaranteed Term value into the open Deposit
Period. This provision allows Certificate Holders to transfer to other funding
options or withdraw, without a Market Value Adjustment, all or a portion of the
Matured Term Value that was transferred to a new Guaranteed Term by default. A
deferred sales charge may still be applied to any amounts withdrawn from the
Contract (see "Maturity Value Transfer Provision").

Contract Charges

Certain charges such as the mortality and expense risk charge and administrative
charge are assessed under the Contract to compensate the Company for costs
associated with administering the Contract. These charges are not deducted from
the Guaranteed Account. Other charges, such as deferred sales charges,
maintenance fees, premium taxes and transfer fees, as well as any federal income
taxes and tax penalties, may be deducted from amounts held in or transferred
from the Guaranteed Account. For a description of all fees and charges deducted
under the Contract, see "Contract Charges" and the Contract Prospectus.

Investments

The interest rate(s) credited during any Guaranteed Term does not necessarily
relate to investment performance. As in the case of all of the Company's general
account assets, deposits received under the Guaranteed Account will generally be
invested in federal, state and municipal obligations, corporate bonds, other
fixed income investments, and cash or cash equivalents. All of the general
assets of the Company are available to meet the guarantees under the general
account (see "Investments").

Guaranteed Account Notifications

At least 18 calendar days prior to the Maturity Date, the Company will notify
you of a Guaranteed Term's maturity. The notice will also include information
relating to the current Deposit Period's Guaranteed Rates and the available
Guaranteed Terms. At any time, you may obtain information concerning available
Deposit Periods, Guaranteed Rates, and Guaranteed Terms through the use of a
toll-free telephone number (1-800-531-4547) (see "Description of the AICA
Guaranteed Account--General" and "Maturity of a Guaranteed Term").

<PAGE>

DESCRIPTION OF THE AICA GUARANTEED ACCOUNT

General

This Prospectus describes the material provisions of the AICA Guaranteed Account
(the "Guaranteed Account"), a credited interest option available to fund certain
variable annuity contracts issued by Aetna Insurance Company of America (the
"Company"). Amounts allocated to the Guaranteed Account are held in a
noninsulated, nonunitized separate account (see "Investments").

Guaranteed Rates are annual effective yields, reflecting a full year's interest.
The interest is credited daily at a rate that will produce the guaranteed annual
effective yield over the period of one year. Guaranteed Terms are offered at the
Company's discretion for varying lengths of time ranging up to and including ten
years. The Deposit Period may be a week, a month, a calendar quarter or any
other period of time specified by the Company. A Deposit Period may also be
extended at the Company's discretion.

The Company maintains a toll-free telephone number (1-800-531-4547) that allows
Certificate Holders to obtain information concerning available Deposit Periods,
Guaranteed Rates and Guaranteed Terms. In addition, if you have amounts
allocated to a maturing Guaranteed Term, at least 18 calendar days prior to the
Maturity Date, the Company will send you information relating to the upcoming
Deposit Period dates as well as the current Guaranteed Rates, Guaranteed Terms
and projected Matured Term Values.

Contributions to the Guaranteed Account

Amounts may be invested in the Guaranteed Account for the Guaranteed Terms and
at the Guaranteed Rates available during the then current Deposit Period by
allocating all or a portion of your Purchase Payment(s) to the Guaranteed
Account. You may also elect to transfer accumulated values from other funding
options available under the Contract or from other Guaranteed Terms of the
Guaranteed Account to the Guaranteed Account, subject to the transfer
limitations described in the Contract. There is no minimum amount required if
investments come from Purchase Payments; however, you must meet the minimum
amounts that are set forth in your Contract. There is a $500 minimum for
transfers from other funding options.

Amounts invested in the Guaranteed Account during a Deposit Period may not be
transferred during that Deposit Period or for 90 days after the close of that
Deposit Period, except in connection with the Maturity Value Transfer Provision,
the Dollar Cost Averaging Program, or the selection of an Additional Withdrawal
Option available under the Contract for early or systematic distributions (see
"Transfers").

Guaranteed Rates

Guaranteed Rates are the interest rates that are guaranteed by the Company to be
credited on amounts invested during a Deposit Period for a specific Guaranteed
Term. Guaranteed Rates are annual effective yields, reflecting a full year's
interest. The interest is credited daily at a rate that will produce the
guaranteed annual effective yield over the period of one year.

Guaranteed Rates are credited according to the length of the Guaranteed Term.
For Guaranteed Terms of one year or less, a Guaranteed Rate is credited from the
date of deposit to the last day of the Guaranteed Term. For Guaranteed Terms of
greater than one year, several different Guaranteed Rates may be applicable. The
initial Guaranteed Rate is credited from the date of deposit to the end of a
specified period within the Guaranteed Term. The remainder of the

<PAGE>

Guaranteed Term may also have several different Guaranteed Rates for subsequent
specific periods of time. For example, a 5-year Guaranteed Term may guarantee 7%
for the first year, 6.75% for the next two years, and 6.5% for the remaining two
years. At the Company's option, there may be one Guaranteed Rate for the entire
Guaranteed Term.

In no event will the Company guarantee or credit a Guaranteed Rate that is less
than an annual effective rate specified in the Contract. In addition, the
Contract does not allow for the crediting of interest above the Guaranteed Rates
which are announced by the Company at the start of a Deposit Period.

The Company's determination of Guaranteed Rates is influenced by, but does not
necessarily correspond to, interest rates available on fixed-income investments
in which the Company may invest using amounts deposited into the Guaranteed
Account (see "Investments"). In addition, the Company will consider other
factors in determining Guaranteed Rates including regulatory and tax
requirements, sales commissions and administrative expenses borne by the
Company, general economic trends, and competitive factors.

THE COMPANY MAKES THE FINAL DETERMINATION REGARDING GUARANTEED RATES. THE
COMPANY CANNOT PREDICT THE LEVEL OF FUTURE GUARANTEED RATES.

Maturity of a Guaranteed Term

At least 18 calendar days before the Maturity Date, the Company will send
notification to the Certificate Holder of the upcoming Deposit Period, the
projected Matured Term Value for the amount maturing in the Guaranteed Account
and the Guaranteed Rate and Guaranteed Term for the current Deposit Period.
Certificate Holders may transfer amounts from any maturing Guaranteed Term to
new Guaranteed Terms. The amount in any maturing Guaranteed Term may also be
transferred into any other allowable option(s) available under the Contract.
There is no Market Value Adjustment applied to amounts transferred or
surrendered from a Guaranteed Term on the Maturity Date; however, a surrender
charge may be imposed for amounts surrendered under the Contract.

If no direction from the Certificate Holder is received by the Company at its
Home Office by the Maturity Date, the Company will automatically reinvest the
Matured Term Value in the Guaranteed Account during the new Deposit Period. The
Matured Term Value will be invested for a Guaranteed Term having the same length
to maturity as the Guaranteed Term that is maturing. If such a term is not
available, the transfer will be to the next shortest available Guaranteed Term.
The new Guaranteed Term may have a different length of time to maturity than the
maturing Guaranteed Term. For example, if a 3-year Guaranteed Term matures and
no direction is received, and a 3-year Guaranteed Term is not available in the
current Deposit Period, the Matured Term Value will be reinvested in a new
Guaranteed Term of less than 3 years, which is the next shortest Guaranteed Term
then available.

Once the Matured Term Value has been reinvested, the Certificate Holder will
receive a statement confirming the transfer, along with information on the new
Guaranteed Rate(s) and Guaranteed Term.

Maturity Value Transfer Provision

For those Certificate Holders who allow the Company to automatically transfer
the total Matured Term Value on the Maturity Date into the open Deposit Period,
the Maturity Value Transfer Provision is available. This provision allows
Certificate Holders to transfer or withdraw, without a Market Value Adjustment,
the Matured Term Value that was automatically transferred by the Company to a
new Guaranteed Term. If all of the Matured Term Value is transferred or
withdrawn under the Maturity Value Transfer Provision, any interest accrued
under the new Guaranteed Term will be credited through the date of transfer or
withdrawal. The right to make a transfer or withdrawal under the Maturity Value
Transfer Provision is available until the last business day (when the New York
Stock Exchange is open) of the month following the Maturity Date. The Maturity
Value Transfer Provision only applies to the first request received from the
Certificate Holder, with respect to a particular Matured Term Value. A deferred
sales charge may be assessed on amounts withdrawn from the Contract. Please see
"Contract Charges" and the Contract Prospectus for more information.

<PAGE>

TRANSFERS AND WITHDRAWALS

Transfers

As described in the Contract Prospectus, all or any portion of accumulated
values under the Contract may be transferred to the Guaranteed Account or to
other funding options available under the Contract. The minimum amount that may
be transferred from other funding options to the Guaranteed Account is $500.

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
90-day restriction does not apply to transfers relating to Dollar Cost Averaging
or to the selection of an Additional Withdrawal Option available under the
Contract.

When a request is made to transfer a specific dollar amount, any applicable
Market Value Adjustment will be included in the determination of any amount
withdrawn from the Guaranteed Account to fulfill this request. Therefore, the
amount actually withdrawn from the Guaranteed Account may be more or less than
the requested dollar amount. A Market Value Adjustment may not be applied under
certain circumstances (see "Market Value Adjustment").

Withdrawals

The Contract allows for full or partial withdrawals of amounts accumulated under
the Contract. To make a full or partial withdrawal, you must complete a
withdrawal request form (available from the Company) and submit it to the
Company's Home Office. Withdrawals under the Contract are generally subject to a
Deferred Sales Charge.

Withdrawals from the Guaranteed Account may also be subject to a Market Value
Adjustment. When a request for a partial withdrawal of a specific dollar amount
is made, any applicable Market Value Adjustment will be included in the
determination of any amount to be withdrawn from the Guaranteed Term to fulfill
this request. Therefore, the amount actually withdrawn from the Guaranteed
Term(s) may be more or less than the dollar amount requested (see "Market Value
Adjustment," "Contract Charges" and the Contract Prospectus).

Calculation of Transfer or Withdrawal Amounts

When you request a transfer or withdrawal from the Guaranteed Account, amounts
invested for Guaranteed Terms having the same lengths will be grouped together
and then withdrawn pro rata from the Guaranteed Term groups. From each
Guaranteed Term group, amounts will be withdrawn starting with the oldest
Deposit Period.

For example:

Deposit Period A = Five-Year Guaranteed Term 1/1/94 - 1/14/94
Deposit Period B = Five-Year Guaranteed Term 1/1/95 - 1/14/95
Deposit Period C = Five-Year Guaranteed Term 1/1/96 - 1/14/96

Within this five year Guaranteed Term group, amounts would be taken first from
amounts allocated to Deposit Period A (the oldest Guaranteed Term group), then
from Deposit Period B, and then from Deposit Period C.

MARKET VALUE ADJUSTMENT

A Market Value Adjustment ("MVA") is applied to amounts transferred or withdrawn
from the Guaranteed Account before the Maturity Date, including transfers made
in order to elect a nonlifetime Annuity Option, but excluding transactions under
the Maturity Value Transfer Provision, transfers made in connection with the
Dollar Cost Averaging Program, and amounts withdrawn under one of the Additional
Withdrawal Options for systematic or periodic distributions under the Contract.

<PAGE>

If amounts are withdrawn from the Guaranteed Account due to annuitization under
one of the lifetime Annuity options described in the Contract Prospectus, only
the positive Aggregate Market Value Adjustment Amount, if any, is applied (see
"Annuity Period" in this Prospectus). Additionally, when a guaranteed death
benefit is payable under the terms of the Contract, only a positive Aggregate
Market Value Adjustment Amount, if any, is applied to amounts withdrawn from the
Guaranteed Account if withdrawn within the first six months after the date of
death. This provision does not apply at the death of a spousal beneficiary or
joint Certificate Holder who continued the Account in his or her own name after
the first death. If amounts are withdrawn after the six-month period, a positive
or negative Aggregate Market Value Adjustment Amount, as applicable, will be
applied.

In order to accommodate these withdrawals or transfers, the Company may need to
liquidate certain assets or use existing cash flows which would otherwise be
available to invest at current interest rates. The assets may be sold at a
profit or a loss depending upon market conditions. This profit or loss could
affect the determination of Guaranteed Rates (see "Guaranteed Rates").

Market Value Adjustments can be positive or negative and therefore the
imposition of an MVA may increase or decrease the amount withdrawn from a
Guaranteed Term to satisfy the withdrawal or transfer request. The MVA Amount
depends on the relationship of the deposit period yield of U.S. Treasury Notes
that mature in the last quarter of the Guaranteed Term, to the current yield of
such U.S. Treasury Notes at the time of withdrawal. In general, if the current
yield is the lesser of the two, the MVA will decrease the amount withdrawn from
the Guaranteed Account to satisfy the withdrawal or transfer request; if the
current yield is the higher of the two, the MVA will increase the amount
withdrawn from the Guaranteed Account to satisfy the withdrawal or transfer
request.

The MVA involves a deposit period yield and a current yield. An adjustment is
made in the formula of the MVA to reflect the period of time remaining in the
Guaranteed Term from the Wednesday of the week of withdrawal. To determine the
deposit period yield and the current yield, certain information must be obtained
about the prices of outstanding U.S. Treasury issues. This information may be
found each business day in publications such as The Wall Street Journal. This
newspaper publishes the yield-to-maturity percentages for all Treasury Notes as
of the preceding business day. These percentages are used in determining the
deposit period yield and the current yield for the MVA calculation.

Deposit Period Yield

Determining the deposit period yield in the MVA calculation involves
consideration of interest rates prevailing during the Deposit Period for the
Guaranteed Term from which the withdrawal will be made. First, the Treasury
Notes that mature in the last three months of the Guaranteed Term are
identified, and then, the yield-to-maturity percentages of these Treasury Notes
for the last business day of each week in the Deposit Period are determined. The
resulting percentages are then averaged to determine the deposit period yield.

Current Yield

To determine the current yield, use the same Treasury Notes identified for the
deposit period yield: Treasury Notes that mature in the last three months of the
Guaranteed Term. However, the yield-to-maturity percentages used are those for
the last business day of the week preceding the withdrawal. Average these
percentages to determine the current yield.

For example, assume the withdrawal will be processed on May 15, 1997. List the
yield-to-maturity percentage figures as of May 9, 1997 for the same Treasury
Notes that determined the deposit period yield. Average these yields to
determine the current yield.

<PAGE>

MVA Formula

The mathematical formula used to determine the MVA is:

{(1 + i)} x
--------- ---
(1 + j) 365

where "i" is the deposit period yield; "j" is the current yield; and "x" is the
number of days remaining (computed from Wednesday of the week of withdrawal) in
the Guaranteed Term. (For examples of how to calculate MVAs, please see Appendix
I.)

MISCELLANEOUS

Contract Charges

Certain charges are deducted directly or indirectly from the funding options
available under the Contract. If amounts used for a full or partial surrender
are withdrawn from a Guaranteed Account, in addition to the Market Value
Adjustment, a deferred sales charge may be deducted from those amounts
withdrawn. Please see the Contract Prospectus.

Mortality and expense risk charges and the administrative charges that are
deducted from variable funding options are not deducted from the Guaranteed
Account. There may be other Contract charges such as maintenance fees or
transfer fees deducted from the Guaranteed Account. See the Contract Prospectus.

Withdrawals

Under certain emergency conditions, the Company may defer payment of a
Guaranteed Account withdrawal request for a period of up to six months. Please
refer to the Contract Prospectus for further details.

Annuity Period

The Guaranteed Account cannot be used as an option during the Annuity Period. At
annuitization, amounts in the Guaranteed Account must be transferred to one or
more of the funding options which allow for Annuity payments. The Aggregate
Market Value Adjustment Amount (positive or negative) will be applied to any
amount transferred from the Guaranteed Account before the Maturity Date to one
of the nonlifetime Annuity options available under the Contract. Only a positive
Aggregate Market Value Adjustment, if any, is applied due to annuitization under
a lifetime Annuity option. Please refer to the Contract Prospectus for a
discussion of the Annuity Period.

INVESTMENTS

Amounts applied to the Guaranteed Account will be deposited to, and accounted
for in, a noninsulated nonunitized separate account established by the Company
under Connecticut law. A nonunitized separate account is a separate account in
which the Certificate Holder does not participate in the performance of the
assets through unit values or any other interest. The assets of the
noninsulated, nonunitized separate account may be charged with liabilities
arising out of any other business of the Company.

Certificate Holders allocating amounts to the Guaranteed Account do not receive
a unit ownership of assets accounted for in this separate account. The assets
accrue solely to the benefit of the Company. Certificate Holders do not
participate in the investment gain or loss from assets accounted for in the
separate account. Such gain or loss is borne entirely by the Company.
Certificate Holders will not participate in any manner in the investment
performance of the nonunitized separate account. All benefits available to
Certificate Holders are Contract guarantees made by the Company and are
accounted for in the separate account.

<PAGE>

The Company intends to invest in assets which, in the aggregate, have
characteristics, especially cash flow patterns, reasonably related to the
characteristics of the liabilities. Various investment techniques will be used
to achieve the objective of close aggregate matching of assets and liabilities.

The Company will primarily invest in investment-grade fixed income securities
including:

[bullet] Securities issued by the United States Government or its agencies
or instrumentalities, which issues may or may not be guaranteed by
the United States Government.

[bullet] Debt securities that are rated, at the time of purchase, within the
four highest grades assigned by Moody's Investors Services, Inc.
(Aaa, Aa, A or Baa) or Standard & Poor's Corporation (AAA, AA, A
or BBB) or any other nationally recognized rating service.

[bullet] Other debt instruments, including, but not limited to, issues of or
guaranteed by banks or bank holding companies and of corporations,
which obligations, although not rated by Moody's, Standard &
Poor's, or other nationally recognized rating services, are deemed
by the Company's management to have an investment quality
comparable to securities which may be purchased as stated above.

[bullet] Commercial paper, cash or cash equivalents, and other short-term
investments having a maturity of less than one year which are
considered by the Company's management to have investment quality
comparable to securities which may be purchased as stated above.

In addition, the Company may invest in futures and options. Financial futures
and related options thereon and options on securities are purchased solely for
nonspeculative hedging purposes. In the event the securities prices are
anticipated to decline, the Company may sell a futures contract or purchase a
put option on futures or securities to protect the value of securities held in
or to be sold for the general account or the nonunitized separate account.
Similarly, if securities prices are expected to rise, the Company may purchase a
futures contract or a call option thereon against anticipated positive cash flow
or may purchase options on securities.

WHILE THE FOREGOING GENERALLY DESCRIBES THE INVESTMENT STRATEGY OF THE
GUARANTEED ACCOUNT, THE COMPANY IS NOT OBLIGATED TO INVEST THE ASSETS
ATTRIBUTABLE TO THE CONTRACTS ACCORDING TO ANY PARTICULAR STRATEGY, EXCEPT AS
MAY BE REQUIRED BY CONNECTICUT AND OTHER STATE INSURANCE LAWS, NOR WILL THE
GUARANTEED RATES THE COMPANY ESTABLISHES NECESSARILY RELATE TO THE PERFORMANCE
OF THE NONUNITIZED SEPARATE ACCOUNT.

DISTRIBUTION

Aetna Life Insurance and Annuity Company ("ALIAC"), an affiliate of the Company,
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, the Company 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. For additional information regarding distribution, see the Contract
Prospectus.

TAX CONSIDERATIONS

Certificate Holders should seek advice from their tax advisers concerning the
application of federal (and where applicable, state and local) tax laws to
amounts invested in the Guaranteed Account under the Contracts by them and by
their beneficiaries and payments from such investments. See also the Contract
Prospectus for other tax considerations.

<PAGE>

Taxation of the Guaranteed Account

Generally, any income earned on the Guaranteed Account deposits is not taxable
to Certificate Holders until withdrawn or distributed to the Certificate Holder
under the Contract. For additional information concerning the tax treatment of
Purchase Payments and distributions from the Contract, please refer to the
Contract Prospectus.

EXPERTS

The financial statements and schedule of the Company as of December 31, 1996 and
1995, and for each of the years in the three-year period ended December 31,
1996, which are included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, have been incorporated by reference herein and
into the Registration Statement on Post-Effective Amendment No. 1 on Form S-2 in
reliance upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the securities offered by this Prospectus has been passed upon
by Counsel of the Company.

FURTHER INFORMATION

This Prospectus does not contain all of the information contained in the
registration statement of which the Prospectus is a part, and certain portions
of the registration statement have been omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The information so
omitted may be obtained from the offices of the Commission, as set forth under
"Available Information," upon payment of the prescribed fee.

INQUIRIES

You may direct inquiries by writing directly to us at the address shown on the
cover page of this Prospectus or by calling 1-800-531-4547.

<PAGE>

APPENDIX I

EXAMPLES OF MARKET VALUE ADJUSTMENT CALCULATIONS

The following are examples of Market Value Adjustment ("MVA") calculations using
several hypothetical deposit period yields and current yields. These examples do
not include the effect of any deferred sales charge that may be assessed under
the Contract upon withdrawal.

EXAMPLE I

Assumptions:

i, the Deposit Period yield, is 8%
j, the current yield, is 10%
x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the Guaranteed Term, is 927.

MVA = {(1 + i)} x
--------- ---
(1 + j) 365

MVA = { 1.08 } 927
-------- ---
1.10 365

MVA = .9545

In this example the Deposit Period yield of 8% is less than the current yield of
10%, therefore, the MVA is less than 1. The amount withdrawn from the Guaranteed
Term is multiplied by this MVA.

If a withdrawal or transfer of a stated percentage is requested, the value
withdrawn from a Guaranteed Term will reflect the deduction of the negative MVA
Amount. However, if a withdrawal or transfer request of a specific dollar amount
is requested, the amount withdrawn from a Guaranteed Term will be increased to
compensate for the negative MVA Amount. For example, a withdrawal request to
receive a check for $2,000 would result in a $2,095.34 withdrawal from the
Guaranteed Term.

Assumptions:

i, the Deposit Period yield, is 5%
j, the current yield, is 6%
x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the Guaranteed Term, is 927.

MVA = {(1 + i)} x
--------- ---
(1 + j) 365

MVA = { 1.05 } 927
-------- ---
1.06 365

MVA = .9762

In this example the Deposit Period yield of 5% is less than the current yield of
6%, therefore, the MVA is less than 1. The amount withdrawn from the Guaranteed
Term is multiplied by this MVA.

<PAGE>

EXAMPLE II

Assumptions:

i, the Deposit Period yield, is 10%
j, the current yield, is 8%
x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the Guaranteed Term, is 927.

MVA = {(1 + i)} x
--------- ---
(1 + j) 365

MVA = { 1.10 } 927
-------- ---
1.08 365

MVA = 1.0477

In this example the Deposit Period yield of 10% is greater than the current
yield of 8%, therefore, the MVA is greater than 1. The amount withdrawn from the
Guaranteed Term is multiplied by this MVA.

If a withdrawal or transfer of a stated percentage is requested, the value
withdrawn from a Guaranteed Term will reflect the addition of the positive MVA
Amount. However, if a withdrawal or transfer request of a specific dollar amount
is requested, the amount withdrawn from a Guaranteed Term will be decreased to
reflect the positive MVA Amount. For example, a withdrawal request to receive a
check for $2,000 would result in a $1,908.94 withdrawal from the Guaranteed
Term.

Assumptions:

i, the Deposit Period yield, is 5%
j, the current yield, is 4%
x, the number of days remaining (computed from Wednesday of the week of
withdrawal) in the Guaranteed Term, is 927.

MVA = {(1 + i)} x
--------- ---
(1 + j) 365

MVA = { 1.05 } 927
-------- ---
1.04 365

MVA = 1.0246

In this example the Deposit Period yield of 5% is greater than the current yield
of 4%, therefore, the MVA is greater than 1. The amount withdrawn from the
Guaranteed Term is multiplied by this MVA.

<PAGE>

APPENDIX II

EXAMPLES OF MARKET VALUE ADJUSTMENT YIELDS

The following hypothetical examples show the Market Value Adjustment based on a
given current yield at various times remaining in the Guaranteed Term. Table A
illustrates figures based on a deposit period yield of 10%; Table B illustrates
figures based on a deposit period yield of 5%. The Market Value Adjustment will
have either a positive or negative influence on the amount withdrawn from or
remaining in a Guaranteed Term. Also, the amount of the Market Value Adjustment
generally decreases as the end of the Guaranteed Term approaches.

TABLE A: Deposit Period Yield of 10%

<TABLE>
<CAPTION>
Time Remaining to Maturity of Guaranteed Term
Change in --------------------------------------------------------------------------
Deposit
Current Period
Yield Yield 8 Years 6 Years 4 Years 2 Years 1 Year 3 Months
- --------- ------------ ---------- ---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
15% +5% -29.9% -23.4% -16.3% -8.5% -4.3% -1.1%
13% +3% -19.4 -14.9 -10.2 -5.2 -2.7 -0.7
12% +2% -13.4 -10.2 -7.0 -3.5 -1.8 -0.4
11% +1% -7.0 -5.3 -3.6 -1.8 -0.9 -0.2
9% -1% 7.6 5.6 3.7 1.8 0.9 0.2
8% -2% 15.8 11.6 7.6 3.7 1.9 0.5
7% -3% 24.8 18.0 11.7 5.7 2.8 0.7
5% -5% 45.1 32.2 20.5 9.8 4.8 1.2
</TABLE>

TABLE B: Deposit Period Yield of 5%

<TABLE>
<CAPTION>
Time Remaining to Maturity of Guaranteed Term
Change in --------------------------------------------------------------------------
Deposit
Current Period
Yield Yield 8 Years 6 Years 4 Years 2 Years 1 Year 3 Months
- --------- ------------ ---------- ---------- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
9% +4% -25.9% -20.1% -13.9% -7.2% -3.7% -0.9%
8% +3% -20.2 -15.6 -10.7 -5.5 -2.8 -0.7
7% +2% -14.0 -10.7 -7.3 -3.7 -1.9 -0.5
6% +1% -7.3 -5.5 -3.7 -1.9 -0.9 -0.2
4% -1% 8.0 5.9 3.9 1.9 1.0 0.2
3% -2% 16.6 12.2 8.0 3.9 1.9 0.5
2% -3% 26.1 19.0 12.3 6.0 2.9 0.7
1% -4% 36.4 26.2 16.8 8.1 4.0 1.0
</TABLE>

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Not Applicable

Item 15. Indemnification of Directors and Officers

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 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.

<PAGE>

Item 16. Exhibits

Exhibits
(4) Instruments Defining the Rights of Security Holders:
(a) Form of Variable Annuity Contract (Group Variable)
(G-CDA-GP2(4/94)); Form of Aetna Growth Plus Group IRA
Endorsement (CGP2QEND(4/94)); Form of Variable Annuity
Contract (Individual Variable) (I-CDA-GP2(4/94)); and Form
of Aetna Growth Plus Individual IRA Endorsements
(GP2QEND(4/94)), (GP2NHEND))(1)
(b) Form of Variable Annuity Contracts (G2-CDA-94(IR)) and
(G2-CDA-94(NQ))(2)
(5) Opinion re Legality
(10) Material Contracts are listed under exhibit 10 in the
Company's Form 10-K for the fiscal year ended December 31,
1996 (File No. 33-81010), as filed electronically with the
Commission on March 28, 1997. Each of the exhibits so listed
is incorporated by reference as indicated in the Form 10-K.
(23) (a) Consent of Independent Auditors
(b) Consent of Legal Counsel (Included in Item (5) above)
(24) (a) Powers of Attorney
(b) Certificate of Resolution Authorizing Signature by Power
of Attorney(2)

Exhibits other than those listed are omitted because they are not required or
are not applicable.

1. Incorporated by reference to Registration Statement on Form N-4 (File No.
33-80750), as filed on June 23, 1994.
2. Incorporated by reference to Registration Statement on Form N-4 (File No.
33-59749), as filed electronically on June 1, 1995.

Item 17. Undertakings

The undersigned registrant hereby undertakes as follows pursuant to Item
512 of Regulation S-K:

(a) Rule 415 offerings:

(1) To file, during any period in which offers or sales of the
registered securities are being made, a post-effective amendment
to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
<PAGE>

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material changes to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(h) Request for Acceleration of Effective Date:

Insofar as indemnification for liabilities 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 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.

Item 18. Financial Statements and Schedules

Not Applicable

<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 Post-Effective
Amendment No. 1 to Registration Statement (File No. 333-22723) to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of
Hartford, State of Connecticut, on this 4th day of April, 1997.

By: AETNA INSURANCE COMPANY OF AMERICA

By: Daniel P. Kearney*
---------------------------------------------------
Daniel P. Kearney
principal executive officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-2 to the Registration Statement on Form
S-1 (File No. 333-22723) has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date

<S> <C> <C> <C>
Daniel P. Kearney* Director and President )
- -------------------------------- (principal executive officer) )
Daniel P. Kearney )
)
Deborah Koltenuk* Director, Vice President, Treasurer and Corporate Controller )
- -------------------------------- (principal accounting and financial officer) ) April
Deborah Koltenuk ) 4, 1997
)
Laura R. Estes* Director )
- -------------------------------- )
Laura R. Estes )
)
James J. Mallozzi* Director )
- -------------------------------- )
James J. Mallozzi )
</TABLE>

By /s/ Julie E. Rockmore
-------------------------------------------------
*Julie E. Rockmore
Attorney-in-Fact
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Exhibit Page

<S> <C> <C>
16(4) Instruments Defining the Rights of Security Holders:
(a) Form of Variable Annuity Contract (Group Variable) *
(G-CDA-GP2(4/94)); Form of Aetna Growth Plus Group IRA
Endorsement (C-GP2QEND(4/94)); Form of Variable Annuity
Contract (Individual Variable) (I-CDA-GP2(4/94); Form of
Aetna Growth Plus Individual IRA Endorsements
(GP2QEND(4/94)) and (GP2NHEND)
(b) Form of Variable Annuity Contracts (G2-CDA-94(IR)) and
(G2-CDA-94(NQ)) *

16(5) Opinion re Legality
------------

16(10) Material Contracts *

16(23)(a) Consent of Independent Auditors
------------

16(23)(b) Consent of Legal Counsel (Section 16 (5) above) *

16(24)(a) Powers of Attorney
------------

16(24)(b) Certificate of Resolution Authorizing Signature by Power of Attorney *
</TABLE>

* Incorporated by reference

[Aetna letterhead] 151 Farmington Avenue
Hartford, CT 06156
[Aetna logo]

April 4, 1997 Susan E. Bryant
Counsel
Law Division, RC4A
Investments & Financial Services
(860) 273-7834
Fax: (860) 273-0356

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

Re: Aetna Insurance Company of America - AICA Guaranteed Account
Credited Interest Option
Post Effective Amendment No. 1 on Form S-2 to Registration Statement on
Form S-1 Filing No. 333-22723

Gentlemen:

As Counsel of Aetna Insurance Company of America (the "Company"), I have
represented the Company in connection with the Guaranteed Account available
under certain variable annuity contracts, and the Form S-2 Registration
Statement relating to such account.

In connection with such representation, I have reviewed the Post-Effective
Amendment No. 1 to the Registration Statement for the Guaranteed Account
including the prospectus and relevant proceedings of the Board of Directors.

Based upon this review, and assuming the securities represented by the
Guaranteed Account are issued in accordance with the provisions of the
prospectus, I am of the opinion that the securities will, when sold, be legally
issued and will constitute a legal and binding obligation of the Company.

I further consent to the use of this opinion as an exhibit to the Registration
Statement.

Sincerely,

/s/ Susan E. Bryant
Susan E. Bryant

Consent of Independent Auditors

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

We consent to the incorporation by reference in the registration statement
No. 333-22723 on Post-Effective Amendment No. 1 on Form S-2 of Aetna Insurance
Company of America (the "Company") of our reports dated March 20, 1997 with
respect to the balance sheets of the Company as of December 31, 1996 and 1995,
and the related statements of income, changes in shareholder's equity, and cash
flows and the related schedule for each of the years in the three-year period
ended December 31, 1996, which reports appear in the Company's 1996 Annual
Report on Form 10-K and to the reference to our firm under the heading "Experts"
in the Prospectus.

/s/ KPMG Peat Marwick LLP

Hartford, Connecticut
April 2, 1997

POWER OF ATTORNEY

We, the undersigned directors and officers of Aetna Insurance Company of America
hereby constitute and appoint Susan E. Bryant, Julie E. Rockmore and Kirk P.
Wickman and each of them individually, our true and lawful attorneys, with full
power to them and each of them to sign for us, and in our names and in the
capacities indicated below, any and all amendments, to the Registration
Statements listed below filed with the Securities and Exchange Commission under
the Securities Act of 1933 and the Investment Company Act of 1940:

Registration Statements filed under the Securities Act of 1933.

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

Registration Statements filed under the Investment Company Act of 1940:

811-08582

hereby ratifying and confirming on this 18 day of March, 1997, our signatures as
they may be signed by our said attorneys to any such Registration Statements and
any and all amendments thereto.

Signature/Title Signature/Title

/s/ Daniel P. Kearney /s/ Deborah Koltenuk
- -------------------------------------- ---------------------------------------
Daniel P. Kearney Deborah Koltenuk
President and Director Vice President, Treasurer, Corporate
(Principal Executive Officer) Controller and Director
(Principal Financial and Accounting
Officer)

/s/ Laura R. Estes /s/ James J. Mallozzi
- -------------------------------------- ---------------------------------------
Laura R. Estes, Director James J. Mallozzi, Director

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE FORM 10K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996 FOR AETNA INSURANCE COMPANY OF AMERICA AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

</LEGEND>
<CIK> 0000925988
<NAME> AETNA INSURANCE COMPANY AMERICA
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<DEBT-HELD-FOR-SALE> 24,770
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 0
<MORTGAGE> 0
<REAL-ESTATE> 0
<TOTAL-INVEST> 24,770
<CASH> 51,842
<RECOVER-REINSURE> 0
<DEFERRED-ACQUISITION> 21,057
<TOTAL-ASSETS> 404,385
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 0
<POLICY-HOLDER-FUNDS> 64,445
<NOTES-PAYABLE> 0
0
0
<COMMON> 2,550
<OTHER-SE> 28,770
<TOTAL-LIABILITY-AND-EQUITY> 404,385
0
<INVESTMENT-INCOME> 1,557
<INVESTMENT-GAINS> (11)
<OTHER-INCOME> 66
<BENEFITS> 1,652
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> (1,419)
<INCOME-TAX> (723)
<INCOME-CONTINUING> (696)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (696)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0

</TABLE>