AETNA GENERATION PORTFOLIOS INC, 485BPOS, 1999-04-27

AETNA GENERATION PORTFOLIOS INC
485BPOS, 1999-04-27

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As filed with the Securities and Exchange File No. 33-88334
Commission on April 27, 1999 File No. 811-8934

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 8

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 8

AETNA GENERATION PORTFOLIOS, INC.
---------------------------------

151 Farmington Avenue, Hartford, Connecticut 06156
--------------------------------------------------
(860) 275-2032

Amy R. Doberman, Counsel
10 State House Square, Hartford, Connecticut 06103-3602
-------------------------------------------------------
(Name and Address of Agent for Service)

- --------------------------------------------------------------------------------
It is proposed that this filing will become effective:

X on May 3, 1999 pursuant to paragraph (b) of Rule 485
----

<PAGE>

AETNA GENERATION PORTFOLIOS, INC.

Prospectus

May 3, 1999

Aetna Ascent VP
Aetna Crossroads VP
Aetna Legacy VP

The Securities and Exchange Commission has not approved or disapproved these
securities or determined whether this prospectus is truthful or complete.
Anyone who represents to the contrary has committed a criminal offense.
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
THE PORTFOLIOS' INVESTMENTS ................................................. 3
Investment Objectives, Principal Investment Strategies and Risks, Investment
Performance ................................................................ 3
PORTFOLIO EXPENSES .......................................................... 11
OTHER CONSIDERATIONS ........................................................ 12
MANAGEMENT OF THE PORTFOLIOS ................................................ 13
INVESTMENTS IN AND REDEMPTIONS FROM THE PORTFOLIOS .......................... 13
TAX INFORMATION ............................................................. 14
FINANCIAL HIGHLIGHTS ........................................................ 15
ADDITIONAL INFORMATION ...................................................... 18
</TABLE>

2 Aetna Generation Portfolios, Inc.
<PAGE>

THE PORTFOLIOS' INVESTMENTS

Investment Objectives, Principal Investment Strategies and Risks, Investment
Performance

o Aetna Generation Portfolios, Inc. (Fund) consists of 3 separate
portfolios (Portfolios): Aetna Ascent VP (Ascent VP); Aetna Crossroads
VP (Crossroads VP); and Aetna Legacy VP (Legacy VP). Below is a
description of each Portfolio's investment objective, the principal
investment strategies employed on behalf of each Portfolio, and the
principal risks associated with investing in each Portfolio.

o A performance bar chart is provided for each Portfolio. The bar chart
shows changes in the Portfolio's performance from year to year. The
fluctuation in returns illustrates each Portfolio's performance
volatility. The chart is accompanied by the Portfolio's best and worst
quarterly returns throughout the years noted in the bar chart.

o A table for each Portfolio shows its average annual total return. The
table also compares the Portfolio's performance to the performance of
broad-based securities market indices. Each index is a widely
recognized, unmanaged index of securities. A Portfolio's past
performance is not necessarily an indication of how it will perform in
the future.

o Additional information on the Portfolios' investment strategies and
risks is included on page 12.

o Aeltus Investment Management, Inc. (Aeltus) serves as investment
adviser to the Portfolios.

Investment Objectives

<TABLE>
<S> <C>
Ascent VP seeks to provide capital appreciation.
Crossroads VP seeks to provide total return (i.e., income and
capital appreciation, both realized and
unrealized).
Legacy VP seeks to provide total return consistent with
preservation of capital.
</TABLE>

Aetna Generation Portfolios, Inc. 3
<PAGE>

Principal Investment Strategies. Ascent VP, Crossroads VP and Legacy VP are
asset allocation portfolios that have been designed for investors with different
investment goals:

o Ascent VP is designed for investors seeking capital appreciation who
generally have an investment horizon exceeding 15 years and who have a
high level of risk tolerance.

o Crossroads VP is designed for investors seeking a balance between
income and capital appreciation who generally have an investment
horizon exceeding 10 years and who have a moderate level of risk
tolerance.

o Legacy VP is designed for investors primarily seeking total return
consistent with capital preservation who generally have an investment
horizon exceeding 5 years and who have a low level of risk tolerance.

Under normal market conditions, Aeltus allocates the assets of each Portfolio,
in varying degrees, among several classes of equities, fixed-income securities,
including up to 15% in high-yield, high-risk bonds (high-yield bonds), and
money market instruments. To remain consistent with each Portfolio's investment
objective and intended level of risk tolerance, Aeltus has instituted both a
benchmark percentage allocation and a Portfolio level range allocation for each
asset class. The benchmark percentage for each asset class assumes neutral
market and economic conditions. The Portfolio level range allows Aeltus to vary
the securities in each Portfolio and take advantage of opportunities as market
and economic conditions change. However, Aeltus does not attempt to respond to
short-term swings in the market by quickly changing the characteristics of the
Portfolios.

Each Portfolio's benchmarks and ranges are described on the following page. The
asset allocation limits apply at the time of purchase of a particular security.

Each Portfolio's asset allocation may vary from the benchmark allocation
(within the permissible range) based on Aeltus' ongoing evaluation of the
expected returns and risks of each asset class relative to other classes. Among
the criteria Aeltus evaluates to determine allocations are economic and market
conditions, including changes in circumstances with respect to particular asset
classes, geographic regions, industries or issuers, and interest rate
movements. In selecting individual portfolio securities, Aeltus considers such
factors as expected dividend yields and total returns; bond yields; and
price-to-earnings ratios.

4 Aetna Generation Portfolios, Inc.
<PAGE>

<TABLE>
<CAPTION>
Ascent Crossroads Legacy
Asset Class VP VP(1) VP(2) Comparative Index*
- ----------- ------ ---------- ------- ------------------

Equities
<S> <C> <C> <C> <C>
Large Capitalization Stocks
Range 0-60% 0-45% 0-30% S&P 500 Index
Benchmark 20% 15% 10%

Small-/Mid-Capitalization Stocks
Range 0-40% 0-30% 0-20% Russell 2500 Index
Benchmark 20% 15% 10%

International Stocks Morgan Stanley Capital
Range 0-40% 0-30% 0-20% International Europe,
Benchmark 20% 15% 10% Australia and Far East Index

Real Estate Stocks National Association of
Range 0-40% 0-30% 0-20% Real Estate Investment Trusts
Benchmark 20% 15% 10% Equity Index

Fixed Income
U.S. Dollar Bonds
Range 0-30% 0-70% 0-100% Salomon Brothers Broad
Benchmark 10% 25% 40% Investment Grade Index

International Bonds
Range 0-20% 0-20% 0-20% Salomon Brothers Non-U.S.
Benchmark 10% 10% 10% World Government Bond Index

Money Market Instruments
Range 0-30% 0-30% 0-30% 91-Day U.S. Treasury Bill Rate
Benchmark 0% 5% 10%
</TABLE>

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

* See page 10 for a description of each comparative index.

(1) Crossroads VP will invest no more than 60% of its assets in any combination
of the following asset classes: small-/mid-capitalization stocks,
high-yield bonds, international stocks and international fixed-income
securities.

(2) Legacy VP will invest no more than 35% of its assets in any combination of
the following asset classes: small-mid/capitalization stocks, high-yield
bonds, international stocks and international fixed-income securities.

Aetna Generation Portfolios, Inc. 5
<PAGE>

Principal Risks. The success of each Portfolio's strategy depends significantly
on Aeltus' skill in choosing investments and in allocating assets among the
different investment classes.

In addition, each asset type has risks that are somewhat unique, as described
below. The performance of each Portfolio will be affected by these risks to a
greater or lesser extent depending on the size of the allocation. Each
Portfolio is subject to the risks generally attributable to stock and bond
investing.

For stock investments, those risks include sudden and unpredictable drops in
the value of the market as a whole and periods of lackluster or negative
performance. Stocks of smaller companies tend to be less liquid and more
volatile than stocks of larger companies, and can be particularly sensitive to
expected changes in interest rates, borrowing costs and earnings.

The risks associated with real estate securities include periodic declines in
the value of real estate, generally, or in the rents and other income generated
by real estate caused by such factors as periodic over-building.

For bonds, generally, when interest rates rise, bond prices fall. Also,
economic and market conditions may cause issuers to default or go bankrupt. The
value of high-yield bonds is even more sensitive to economic and market
conditions than other bonds.

The prices of mortgage-related securities, in addition to being sensitive to
changes in interest rates, also are sensitive to changes in the prepayment
patterns on the underlying instruments. If the principal on the underlying
mortgage notes is repaid faster than anticipated, which typically occurs in
times of low or declining interest rates, the price of the mortgage-related
security may fall.

Foreign securities present additional risks. Some foreign securities tend to be
less liquid and more volatile than their U.S. counterparts. In addition,
accounting standards and market regulations tend to be less standardized. These
risks are usually higher for securities of companies in emerging markets.
Finally, securities of foreign companies may be denominated in foreign
currency. Exchange rate fluctuations may reduce or eliminate gains or create
losses.

Portfolio shares will rise and fall in value and you could lose money by
investing in a Portfolio. There is no guaranty the Portfolios will achieve
their investment objective. Shares of the Portfolios are not bank deposits and
are not guaranteed, endorsed or insured by any financial institution, the FDIC
or any other government agency.

Shares of the Portfolios are offered to insurance company separate accounts
that fund both annuity and life insurance contracts and to certain
tax-qualified retirement plans. Due to differences in tax treatment or other
considerations, the interests of various contract owners participating in the
Portfolios and the interests of qualified plans investing in the Portfolios
might at some time be in conflict. The Fund's Board of Directors (Board) will
monitor the Portfolios for any material conflicts and determine what action, if
any, should be taken to resolve these conflicts.

6 Aetna Generation Portfolios, Inc.
<PAGE>

Investment Performance

ASCENT VP

Year-by-Year Total Return

[bar chart]
Years Ended December 31,
1996 23.58%
1997 19.90%
1998 4.30%
[end bar chart]

[arrowhead pointing up] Best Quarter: second quarter 1997, up 10.91%
[arrowhead pointing down] Worst Quarter: third quarter 1998, down 13.55%

As of December 31, 1998

<TABLE>
<CAPTION>
Average Annual Total Return 1 Year Since Inception Inception Date
<S> <C> <C> <C>
Ascent VP 4.30% 16.55% 07/05/95
Russell 3000 Index* 24.14% 26.64% 06/30/95
Ascent Composite** 7.93% 14.81% 06/30/95
</TABLE>

The performance table and bar chart provide an indication of the historical
risk of an investment in the Portfolio. The performance numbers do not reflect
the deduction of any insurance fees or charges. If such charges were deducted,
performance would be lower.

* The Russell 3000 Index measures the performance of the 3,000 largest US
companies based on total market capitalization, which represents
approximately 98% of the investable US equity market.

** The Ascent Composite is comprised of the seven stock and bond indices listed
on page 10 in weights that correspond to the particular benchmark weights
applicable to Ascent VP.

Aetna Generation Portfolios, Inc. 7
<PAGE>

Investment Performance

CROSSROADS VP

Year-by-Year Total Return

[bar chart]
Years Ended December 31,
1996 18.81%
1997 17.57%
1998 5.91%
[end bar chart]

[arrowhead pointing up] Best Quarter: second quarter 1997, up 8.90%
[arrowhead pointing down] Worst Quarter: third quarter 1998, down 9.34%

As of December 31, 1998

<TABLE>
<CAPTION>
Average Annual Total Return 1 Year Since Inception Inception Date
<S> <C> <C> <C>
Crossroads VP 5.91% 14.76% 07/05/95
Saly BIG Index* 8.72% 8.09% 06/30/95
Crossroads Composite** 8.42% 12.98% 06/30/95
</TABLE>

* The Salomon Brothers Broad Investment-Grade Bond Index (Saly BIG Index) is a
market-weighted index that contains approximately 4,700 individually priced
investment-grade bonds. The index includes US Treasury/agency issues,
mortgage pass-through securities, and corporate issues.

** The Crossroads Composite is comprised of the seven stock and bond indices
listed on page 10 in weights that correspond to the particular benchmark
weights applicable to Crossroads VP.

8 Aetna Generation Portfolios, Inc.
<PAGE>

Investment Performance

LEGACY VP

Year-by-Year Total Return

[bar chart]
Years Ended December 31,
1996 14.19%
1997 14.50%
1998 6.94%
[end bar chart]

[arrowhead pointing up] Best Quarter: second quarter 1997, up 7.20%
[arrowhead pointing down] Worst Quarter: third quarter 1998, down 5.27%

As of December 31, 1998

<TABLE>
<CAPTION>
Average Annual Total Return 1 Year Since Inception Inception Date
<S> <C> <C> <C>
Legacy VP 6.94% 12.62% 07/05/95
Saly BIG Index* 8.72% 8.09% 06/30/95
Legacy VP Composite** 8.74% 11.10% 06/30/95
</TABLE>

** The Legacy Composite is comprised of the seven stock and bond indices listed
on page 10 in weights that correspond to the particular benchmark weights
applicable to Legacy VP.

Aetna Generation Portfolios, Inc. 9
<PAGE>

<TABLE>
<CAPTION>
Asset Class Benchmark Index
- ----------------------- ------------------------------------------------------------------------------
<S> <C>
Large Cap Stocks The Standard & Poor's 500 Index is a value-weighted, unmanaged index of
500 widely held stocks that assumes the reinvestment of all dividends, and
is considered to be representative of the stock market in general.

Small-/Mid-Cap Stocks The Russell 2500 Index consists of the smallest 500 securities in the Russell
1000 Index and all 2,000 securities in the Russell 2000 Index. Each of these
indices assumes reinvestment of all dividends and is unmanaged.

International Stocks The Morgan Stanley Capital International-Europe, Australia, Far East Index
is an unmanaged, market value-weighted average of the performance of
more than 900 securities listed on the stock exchange of countries in Europe,
Australia and the Far East.

Real Estate Stocks The National Association of Real Estate Investment Trusts Equity Index is an
unmanaged, market-weighted average of the performance of tax-qualified
real estate investment trusts listed on the New York Stock Exchange,
American Stock Exchange and the NASDAQ National Market System.

U.S. Dollar Bonds Salomon Brothers Broad Investment-Grade Bond Index is an unmanaged,
market-weighted index that contains approximately 4,700 individually priced
investment-grade bonds rated BBB or better. The index includes U.S.
Treasury/Agency issues, mortgage pass-through securities and corporate
issues.

International Bonds The Salomon Brothers Non-U.S. World Government Bond Index serves as
an unmanaged benchmark to evaluate the performance of government bonds
with a maturity of one year or greater in the following 12 countries: Japan,
United Kingdom, Germany, France, Canada, the Netherlands, Australia,
Denmark, Italy, Belgium, Spain and Sweden.

Cash Equivalents Three-month Treasury bills are government-backed short-term investments
considered to be risk-free, and equivalent to cash because their maturity is
only three months.
</TABLE>

10 Aetna Generation Portfolios, Inc.
<PAGE>

PORTFOLIO EXPENSES

The following table describes Portfolio expenses. Shareholder fees are paid
directly by shareholders. Annual Portfolio Operating Expenses are deducted from
Portfolio assets every year, and are thus paid indirectly by all shareholders.
Shareholders who acquired Portfolio shares through an insurance company separate
account should refer to the applicable contract prospectus, prospectus summary
or disclosure statement for a description of insurance charges which may apply.

<TABLE>
<CAPTION>
Shareholder Fees
(fees paid directly from your investment)

Maximum Sales Charge Maximum Deferred Sales Charge
(Load) on Purchases (Load)
<S> <C> <C>
Ascent VP None None
Crossroads VP None None
Legacy VP None None
</TABLE>

<TABLE>
<CAPTION>
Annual Portfolio Operating Expenses(1)
(expenses that are deducted from Portfolio assets)
Management Other Total Operating
Fee Expenses Expenses
<S> <C> <C> <C>
Ascent VP 0.60% 0.15% 0.75%
Crossroads VP 0.60% 0.15% 0.75%
Legacy VP 0.60% 0.16% 0.76%
</TABLE>

(1) Prior to May 1, 1998, the investment adviser provided administrative
services to each Portfolio and assumed each Portfolio's ordinary recurring
direct expenses under an administrative services agreement. Effective May 1,
1998, under the current Administrative Services Agreement, Aeltus provides
administrative services to each Portfolio but will not assume the
Portfolios' ordinary recurring direct costs. The "Other Expenses" shown are
not based on actual figures for the year ended December 31, 1998, but
reflect the fee payable under the current Administrative Services Agreement
and estimate each Portfolio's ordinary recurring direct costs.

Example

The following example is designed to help you compare the costs of investing in
the Portfolios with the costs of investing in other mutual funds. Using the
Annual Portfolio Operating Expense percentages above, you would pay the
following expenses on a $10,000 investment, assuming a 5% annual return and
redemption at the end of each of the periods shown:

<TABLE>
<CAPTION>
1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Ascent VP $77 $240 $417 $930
Crossroads VP $77 $240 $417 $930
Legacy VP $78 $243 $422 $942
</TABLE>

This example should not be considered an indication of prior or future
expenses. Actual expenses for the current year may be greater or less than
those shown.

Aetna Generation Portfolios, Inc. 11
<PAGE>

OTHER CONSIDERATIONS

In addition to the principal investments and strategies described above, the
Portfolios may also invest in other securities, engage in other practices, and
be subject to additional risks, as discussed below and in the Statement of
Additional Information (SAI).

Futures Contracts and Options. Each Portfolio may enter into futures contracts
and use options. The Portfolios primarily use futures contracts and options to
hedge against price fluctuations or increase exposure to a particular asset
class.

o Futures contracts are agreements that obligate the buyer to buy and the
seller to sell a specific quantity of securities at a specific price on
a specific date.

o Options are agreements that give the holder the right, but not the
obligation, to purchase or sell a certain amount of securities or
futures contracts during a specified period or on a specified date.

The main risk with futures contracts and options is that they can amplify a
gain or loss, potentially earning or losing substantially more money than the
actual cost of the instrument. In addition, while a hedging strategy can guard
against potential risks for a Portfolio as a whole, it adds to the Portfolio's
expenses and may reduce or eliminate potential gains. There is also a risk that
a futures contract or option intended as a hedge may not perform as expected.

Defensive Investing. In response to unfavorable market conditions, each
Portfolio may make temporary investments that are not consistent with its
principal investment objective and policies. In that event, the Portfolio may
not achieve its investment objective.

Year 2000. The date-related computer issue known as the "Year 2000 problem"
could have an adverse impact on the quality of services provided to each
Portfolio and its shareholders. However, the Portfolios understand that their
key service providers, including but not limited to Aeltus and its affiliates,
the transfer agent, the custodian, and broker-dealers through which its trades
are executed, are taking steps to address the issue. The costs of these efforts
will not affect the Portfolios. The Year 2000 problem also may adversely affect
the issuers in which a Portfolio invests. For example, issuers may incur
substantial costs to address the problem. They may also suffer losses caused by
corporate and governmental data processing errors. The Portfolios and Aeltus
will continue to monitor developments relating to this issue.

12 Aetna Generation Portfolios, Inc.
<PAGE>

MANAGEMENT OF THE PORTFOLIOS

Aeltus, 10 State House Square, Hartford, Connecticut 06103-3602, serves as
investment adviser to each Portfolio. Aeltus is responsible for managing the
assets of each Portfolio in accordance with its investment objective and
policies, subject to oversight by the Board. Aeltus has acted as adviser or
subadviser to mutual funds since 1994 and has managed institutional accounts
since 1972.

Advisory Fees

For its most recent fiscal year, each Portfolio paid Aeltus aggregate advisory
fees equal to an annual rate of 0.60% of the average daily net assets of the
Fund.

Portfolio Management

Kevin M. Means, Managing Director, Aeltus, is the lead portfolio manager for
the Portfolios and has been responsible for determining the allocation of
investments since their inception in January 1995. He joined Aetna in July 1994
after serving as Chief Investment Officer at Invesco Management and Research
since 1993. Mr. Means also served as the Director of Quantitative Research and
as an Equity Portfolio Manager at Invesco Capital Management. He is also
responsible for the selection of large capitalization stocks for the
Portfolios. Mr. Means heads a team of investment professionals, each of whom
focuses on a particular asset class.

INVESTMENTS IN AND REDEMPTIONS FROM THE PORTFOLIOS

Investors purchasing shares in connection with an insurance company contract or
policy should refer to the documents pertaining to the contract or policy for
information on how to direct investments in or redemptions from (including
making exchanges into or out of) the Portfolios, and any fees that may apply.

Orders for the purchase or redemption of Portfolio shares that are received
before the close of regular trading on the New York Stock Exchange (normally
4:00 p.m. eastern time) are effected at the net asset value (NAV) per share
determined that day, as described below. The insurance company has been
designated an agent of each Portfolio for receipt of purchase and redemption
orders. Therefore, receipt of an order by the insurance company constitutes
receipt by a Portfolio, provided that the Portfolio receives notice of the
order by 9:30 a.m. eastern time the next day on which the New York Stock
Exchange is open for trading.

Net Asset Value. The NAV of each Portfolio is determined as of the close of
regular trading on the New York Stock Exchange (normally 4:00 p.m. eastern
time).

In calculating the NAV, securities are valued primarily by independent pricing
services using market quotations. Short-term debt securities maturing in less
than 60 days are valued using amortized cost. Securities for which market
quotations are not readily available are valued at their fair value, subject to
procedures adopted by the Board.

Business Hours. The Portfolios are open on the same days as the New York Stock
Exchange (generally, Monday through Friday). Representatives are available from
8:00 a.m. to 8:00 p.m. eastern time on those days.

Each Portfolio may refuse to accept any purchase order, especially if as a
result of such order, in Aeltus' judgment, it would be too difficult to invest
effectively in accordance with a Portfolio's investment objective.

The Portfolios reserve the right to suspend the offering of shares, or to
reject any specific purchase order. The Portfolios may suspend redemptions or
postpone payments when the New York Stock Exchange is closed or when trading is
restricted for any reason or under emergency circumstances as determined by the
Securities and Exchange Commission.

Aetna Generation Portfolios, Inc. 13
<PAGE>

The Portfolios are not designed for professional market timing organizations or
other entities using programmed or frequent exchanges. The Portfolios reserve
the right to reject any specific purchase or exchange request, including a
request made by a market timer.

TAX INFORMATION

Each Portfolio intends to qualify as a regulated investment company by
satisfying the requirements under Subchapter M of the Internal Revenue Code of
1986, as amended (Code), including requirements with respect to diversification
of assets, distribution of income and sources of income. As a regulated
investment company, a Portfolio generally will not be subject to tax on its
ordinary income and net realized capital gains.

Each Portfolio also intends to comply with the diversification requirements of
Section 817(h) of the Code for those investors who acquire shares through
variable annuity contracts and variable life insurance policies so that those
contract owners and policy owners should not be subject to federal tax on
distributions from the Portfolios to the insurance company separate accounts.
Contract owners and policy owners should review the applicable contract
prospectus, prospectus summary or disclosure statement for information regarding
the personal tax consequences of purchasing a contract or policy.

Dividends and Distributions. Dividends and capital gains distributions, if any,
are paid on an annual basis around the end of the year, December 31. To comply
with federal tax regulations, a Portfolio may also pay an additional capital
gains distribution, usually in June.

Both income dividends and capital gains distributions are paid by each
Portfolio on a per share basis. As a result, at the time of payment, the share
price of the Portfolio will be reduced by the amount of the payment.

14 Aetna Generation Portfolios, Inc.
<PAGE>

FINANCIAL HIGHLIGHTS

These highlights are intended to help you understand each Portfolio's
performance since its commencement of operations. Certain information reflects
financial results for a single Portfolio share. The total returns in the tables
represent the rate an investor would have earned (or lost) on an investment in
the Portfolio (assuming reinvestment of all dividends and distributions). The
information in these tables has been audited by KPMG LLP, independent auditors,
whose report, along with the Portfolios' Financial Statements, is included in
the Fund's current Annual Report, which is available upon request.

(for one outstanding share throughout each period)

<TABLE>
<CAPTION>
Ascent VP
----------------------------------------------------------------
Period From
July 5, 1995
Year Ended Year Ended Year Ended (Commencement of
December 31, December 31, December 31, Operations) to
1998 1997 1996 December 31, 1995+
-------------- -------------- -------------- -------------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period $ 14.12 $ 12.62 $ 10.80 $ 10.00
------- -------- -------- --------
Income from investment
operations:
Net investment income 0.33 0.25+ 0.22+ 0.12
Net realized and change in
unrealized gain or loss on
investments 0.27 2.25 2.29 0.93
------- -------- -------- --------
Total from investment
operations 0.60 2.50 2.51 1.05
------- -------- -------- --------
Less distributions:
From net investment income (0.35) (0.34) ( 0.23) (0.25)
From net realized gains on
investments (0.35) (0.66) ( 0.46) --
-------- -------- -------- --------
Total distributions (0.70) (1.00) ( 0.69) ( 0.25)
-------- -------- -------- --------
Net asset value, end of period $ 14.02 $ 14.12 $ 12.62 $ 10.80
======== ======== ======== ========
Total return* 4.30% 19.90% 23.58% 10.45%
Net assets, end of period 000's $207,596 $148,810 $ 45,155 $ 18,850
Ratio of total expenses to
average net assets 0.75% 0.75% 0.84% 1.59%(1)
Ratio of net investment income
to average net assets 2.59% 2.51% 2.53% 2.26%(1)
Portfolio turnover rate 104.33% 124.82% 109.77% 39.77%
</TABLE>

(1) Annualized.

* The total return percentage does not reflect any separate account charges
under variable annuity contracts and life policies.

+ Per share data calculated using weighted average number of shares outstanding
throughout the period.

Aetna Generation Portfolios, Inc. 15
<PAGE>

(for one outstanding share throughout each period)

<TABLE>
<CAPTION>
Crossroads VP
----------------------------------------------------------------
Period From
July 5, 1995
Year Ended Year Ended Year Ended (Commencement of
December 31, December 31, December 31, Operations) to
1998 1997 1996 December 31, 1995+
-------------- -------------- -------------- -------------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period $ 13.09 $ 11.98 $ 10.74 $ 10.00
-------- -------- ------- -------
Income from investment
operations:
Net investment income 0.38 0.30+ 0.27+ 0.13
Net realized and change in
unrealized gain or loss on
investments 0.39 1.79 1.72 0.80
-------- -------- ------- -------
Total from investment
operations 0.77 2.09 1.99 0.93
-------- -------- ------- -------
Less distributions:
From net investment income ( 0.41) ( 0.38) (0.30) (0.19)
From net realized gains on
investments ( 0.13) ( 0.60) (0.45) --
-------- -------- -------- --------
Total distributions ( 0.54) ( 0.98) (0.75) (0.19)
-------- -------- -------- --------
Net asset value, end of period $ 13.32 $ 13.09 $ 11.98 $ 10.74
======== ======== ======== ========
Total return* 5.91% 17.57% 18.81% 9.30%
Net assets, end of period 000's $193,562 $122,990 $ 37,690 $ 18,813
Ratio of total expenses to
average net assets 0.75% 0.75% 0.80% 1.60%(1)
Ratio of net investment income
to average net assets 3.17% 3.20% 3.01% 2.56%(1)
Portfolio turnover rate 102.94% 103.08% 105.66% 49.38%
</TABLE>

(1) Annualized.

* The total return percentage does not reflect any separate account charges
under variable annuity contracts and life policies.

+ Per share data calculated using weighted average number of shares outstanding
throughout the period.

16 Aetna Generation Portfolios, Inc.
<PAGE>

(for one outstanding share throughout each period)

<TABLE>
<CAPTION>
Legacy VP
----------------------------------------------------------------
Period From
July 5, 1995
Year Ended Year Ended Year Ended (Commencement of
December 31, December 31, December 31, Operations) to
1998 1997 1996 December 31, 1995+
-------------- -------------- -------------- -------------------
<S> <C> <C> <C> <C>
Net asset value, beginning
of period $ 12.10 $ 11.25 $ 10.64 $ 10.00
-------- ------- ------- -------
Income from investment
operations:
Net investment income 0.41 0.36 + 0.33 + 0.15
Net realized and change in
unrealized gain or loss on
investments 0.43 1.26 1.15 0.68
-------- ------- ------- -------
Total from investment
operations 0.84 1.62 1.48 0.83
-------- ------- ------- -------
Less distributions:
From net investment income (0.41) (0.39) (0.36) (0.19)
From net realized gains on
investments (0.16) (0.38) (0.51) --
-------- ------- ------- -------
Total distributions (0.57) (0.77) (0.87) (0.19)
-------- ------- ------- -------
Net asset value, end of period $ 12.37 $ 12.10 $ 11.25 $ 10.64
======== ======= ======= =======
Total return* 6.94% 14.50% 14.19% 8.27%
Net assets, end of period 000's $148,526 $81,650 $27,754 $18,253
Ratio of total expenses to
average net assets 0.76% 0.75% 0.80% 1.62%(1)
Ratio of net investment income
to average net assets 3.81% 3.75% 3.45% 2.91%(1)
Portfolio turnover rate 103.71% 85.01% 111.11% 62.43%
</TABLE>

(1) Annualized.

* The total return percentage does not reflect any separate account charges
under variable annuity contracts and life policies.

+ Per share data calculated using weighted average number of shares outstanding
throughout the period.

Aetna Generation Portfolios, Inc. 17
<PAGE>

ADDITIONAL INFORMATION

The SAI, which is incorporated by reference into this Prospectus, contains
additional information about each Portfolio. The most recent annual and
semi-annual reports also contain information about each Portfolio's
investments, as well as a discussion of the market conditions and investment
strategies that significantly affected each Portfolio's performance during the
past fiscal year.

You may request free of charge the current SAI or the most recent annual and
semi-annual reports, or other information about the Portfolios, by calling
1-800-525-4225 or writing to:

Aetna Generation Portfolios, Inc.
151 Farmington Avenue
Hartford, Connecticut 06156-8962

The SEC also makes available to the public reports and information about the
Portfolios. Certain reports and information, including the SAI, are available
on the SEC's website (http://www.sec.gov) or at the SEC's Public Reference Room
in Washington, D.C. You may call 1-800-SEC-0330 to get information about the
operations of the public reference room or you may write to Public Reference
Section, Washington, D.C. 20549-6009 to get information from the Public
Reference Section. The Public Reference Section will charge a duplicating fee
for copying and sending any information you request.

Investment Company Act File No. 811-8934.

18 Aetna Generation Portfolios, Inc.

<PAGE>

PART B
------

The Statement of Additional Information is incorporated into Part B of this
Post-Effective Amendment No. 8 by reference to Post-Effective Amendment No. 8 to
the Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically on April 27, 1999.

<PAGE>

PART C

OTHER INFORMATION
-----------------

Item 23. Exhibits
- -----------------

<TABLE>
<S> <C>
(a.1) Articles of Incorporation(1)
(a.2) Articles Supplementary(2)
(a.3) Articles of Amendment(3)
(b) Amended Bylaws(2)
(c) Investment Defining Rights of Holders(4)
(d) Investment Advisory Agreement between Aeltus Investment
Management, Inc. (Aeltus) and Aetna Generation Portfolios,
Inc., on behalf of Aetna Ascent VP, Aetna Crossroads VP
and Aetna Legacy VP
(e) Underwriting Agreement between Aetna Life Insurance and
Annuity Company and Aetna Generation Portfolios, Inc.(2)
(f) Directors' Deferred Compensation Plan(5)
(g) Custodian Agreement between Aetna Generation Portfolios, Inc.
and Mellon Bank, N.A.(1)
(h.1) Administrative Services Agreement between Aeltus and Aetna
Generation Portfolios, Inc., on behalf of Aetna Ascent
VP, Aetna Crossroads VP and Aetna Legacy VP
(h.2) License Agreement(1)
(i) Opinion and Consent of Counsel
(j) Consent of Independent Auditors
(k) Not applicable
(l) Agreement Concerning Initial Capital(1)
(m) Not applicable
(n) See exhibit 27 below
(o) Not applicable
(p.1) Power of Attorney (December 10, 1997)(6)
(p.2) Authorization for Signature(7)
(27) Financial Data Schedule
</TABLE>

1. Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on June 19, 1995.
2. Incorporated by reference to Post-Effective Amendment No. 5 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on April 15, 1997.
3. Incorporated by reference to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on April 27, 1998.
4. Incorporated by reference Post-Effective Amendment No. 3 to the Registration
Statement on Form N-1A (File No. 33-88334), as filed electronically with the
Securities and Exchange Commission on April 25, 1996.
5. Incorporated by reference to Post-Effective Amendment No. 6 to the
Registration Statement on Form N-1A (File No. 33-88334), as filed
electronically with the Securities and Exchange Commission on
February 26, 1998.

<PAGE>

6. Incorporated by reference to Post-Effective Amendment No. 29 to the
Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically with the Securities and Exchange Commission on
December 17, 1998.
7. Incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement on Form N-1A (File No. 333-05173), as filed
electronically with the Securities and Exchange Commission on
September 26, 1997.

<PAGE>

Item 24. Persons Controlled by or Under Common Control
- ------------------------------------------------------

Registrant is a Maryland corporation for which separate financial
statements are filed. As of March 31, 1999, Aetna Life Insurance and
Annuity Company (Aetna) owned 100% of Registrant's outstanding voting
securities, through direct ownership or through one of Aetna's separate
accounts.

Aetna is an indirectly wholly-owned subsidiary of Aetna Inc.

A list of all persons directly or indirectly under common control with
the Registrant and a list which indicates the principal business of each
such company referenced in the diagram are incorporated herein by
reference to Item 24 of Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A (File No. 33-12723), as filed
electronically with the Securities and Exchange Commission on March 10,
1999.

Item 25. Indemnification
- ------------------------

Article 9, Section (d) of the Registrant's Articles of Incorporation,
incorporated herein by reference to Exhibit (a.1) of this Post-Effective
Amendment, provides for indemnification of directors and officers. In
addition, the Registrant's officers and directors are currently covered
under a directors and officers errors and omissions liability insurance
policy issued by Gulf Insurance Company which expires October 1, 1999.

Section XI.B of the Administrative Services Agreement incorporated herein
by reference to Exhibit (h.1) of this Post-Effective Amendment, provides
for indemnification of the Administrator.

Reference is also made to Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland which provides
generally that (1) a corporation may (but is not required to) indemnify
its directors for judgments, fines and expenses in proceedings in which
the director is named a party solely by reason of being a director,
provided the director has not acted in bad faith, dishonestly or
unlawfully, and provided further that the director has not received any
"improper personal benefit"; and (2) that a corporation must (unless
otherwise provided in the corporation's charter or articles of
incorporation) indemnify a director who is successful on the merits in
defending a suit against him by reason of being a director for
"reasonable expenses." The statutory provisions are not exclusive; i.e.,
a corporation may provide greater indemnification rights than those
provided by statute.

Item 26. Business and Other Connections of Investment Adviser
- -------------------------------------------------------------

The investment adviser, Aeltus Investment Management, Inc. (Aeltus), is
registered as an investment adviser with the Securities and Exchange
Commission. In addition to serving as the investment adviser and
administrator for the Registrant, Aeltus acts as investment adviser and
administrator for Aetna Variable Fund, Aetna Income Shares, Aetna
Variable Encore Fund, Aetna Balanced VP, Inc., Aetna GET Fund, Aetna
Variable Portfolios, Inc., and Aetna Series Fund, Inc. (all management
investment companies registered under the Investment Company Act of 1940
(the "1940 Act")). It also acts as investment adviser to certain private
accounts.

<PAGE>

The following table summarizes the business connections of the directors
and principal officers of the investment adviser.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Name Positions and Offices Other Principal Position(s) Held
- ---- with Investment Adviser Since Oct. 31, 1996/Addresses*
----------------------- ------------------------------
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
John Y. Kim Director, President, Chief Director (February 1995 - March 1998) -- Aetna Life
Executive Officer, Chief Insurance and Annuity Company; Senior Vice President
Investment Officer (since September 1994) -- Aetna Life Insurance and
Annuity Company.

J. Scott Fox Director, Managing Director, Vice President (since April 1997) -- Aetna Retirement
Chief Operating Officer, Chief Services, Inc.; Director and Senior Vice President
Financial Officer (March 1997 - February 1998) -- Aetna Life Insurance
and Annuity Company; Managing Director, Chief Operating
Officer, Chief Financial Officer, Treasurer (April 1994 - March
1997) -- Aeltus Investment Management, Inc.

Thomas J. McInerney Director President (since August 1997) -- Aetna Retirement
Services, Inc.; Director and President (since September
1997) -- Aetna Life Insurance and Annuity Company;
Executive Vice President (since August 1997) -- Aetna
Inc.; Vice President, Strategy (March 1997 - August
1997) -- Aetna Inc.; Vice President, Marketing and Sales
(December 1996 - March 1997) -- Aetna U.S. Healthcare;
Vice President, National Accounts (April 1996 -
December 1996) -- Aetna U.S. Healthcare.

Catherine H. Smith Director Director, Senior Vice President and Chief Financial
Officer (since February 1998) -- Aetna Life Insurance
and Annuity Company; Chief Financial Officer (since
February 1998) -- Aetna Retirement Services, Inc.; Vice
President, Strategy, Finance and Administration,
Financial Relations (September 1996 - February 1998) --
Aetna Inc.

Lennart A. Carlson Vice President, Fixed Managing Director (since January 1996) -- Aeltus Trust
Income Investments Company.

Stephanie A. DeSisto Vice President

Amy R. Doberman Vice President, General Counsel (since December 1996) -- Aetna Life Insurance and
Counsel and Secretary Annuity Company; Attorney (March 1990 - November 1996) -
Securities and Exchange Commission.

Steven C. Huber Vice President, Fixed Managing Director (since August 1996) -- Aeltus Trust
Income Investments Company.
</TABLE>

<PAGE>

Brian K. Kawakami Vice President, Chief Chief Compliance Officer & Director (since January
Compliance Officer 1996) -- Aeltus Trust Company; Chief Compliance Officer
(since August 1993) -- Aeltus Capital, Inc.

Neil Kochen Managing Director, Product Managing Director (since April 1996) - Aeltus Trust
Development Company; Managing Director (since August 1996) --
Aeltus Capital, Inc.

Frank Litwin Managing Director, Retail Vice President, Strategic Marketing (April, 1992 -
Marketing and Sales August, 1997) -- Fidelity Investments Institutional
Services Company.

Kevin M. Means Managing Director, Equity Managing Director (since August 1996) -- Aeltus Trust
Investments Company.

L. Charles Meythaler Managing Director, Institutional Director (since July 1997) -- Aeltus Trust Company;
Marketing Managing Director (since June 1997) -- Aeltus Trust
and Sales Company; President (June 1993 - April 1997) -- New
England Investment Association.
</TABLE>

* Except with respect to Mr. McInerney and Ms. Smith, the principal
business address of each person named is 10 State House Square,
Hartford, Connecticut 06103-3602. The address of Mr. McInerney and Ms.
Smith is 151 Farmington Avenue, Hartford, Connecticut 06156.

Item 27. Principal Underwriters
- -------------------------------

(a) In addition to serving as the principal underwriter for the Registrant,
Aetna also acts as the principal underwriter for Aetna Variable Fund, Aetna
Income Shares, Aetna Variable Encore Fund, Aetna Balanced VP, Inc., Aetna
GET Fund and Aetna Variable Portfolios, Inc. and as investment adviser,
principal underwriter and administrator for Portfolio Partners, Inc. (all
management investment companies registered under the 1940 Act).
Additionally, Aetna acts as the principal underwriter and depositor for
Variable Annuity Account B of Aetna, Variable Annuity Account C of Aetna,
Variable Annuity Account G of Aetna, and Variable Life Account B of Aetna
(separate accounts of Aetna registered as unit investment trusts under the
1940 Act). Aetna is also the principal underwriter for Variable Annuity
Account I of Aetna Insurance Company of America (AICA) (a separate account
of AICA registered as a unit investment trust under the 1940 Act).

(b) The following are the directors and principal officers of the Underwriter:

<PAGE>

<TABLE>
<CAPTION>
Name and Principal Positions and Offices Positions and Offices
Business Address* with Principal Underwriter with Registrant
- ----------------- -------------------------- ---------------------
<S> <C> <C>
Thomas J. McInerney Director and President None

Shaun P. Mathews Director and Senior Vice President Director

Catherine H. Smith Director, Senior Vice President and None
Chief Financial Officer

Allan Baker Senior Vice President None

David E. Bushong Senior Vice President None

Robert D. Friedhoff Senior Vice President None

Steven A. Haxton Senior Vice President None

John Y. Kim Senior Vice President Director

Deborah Koltenuk Vice President, Treasurer and None
Corporate Controller

Therese Squillacote Vice President and Chief Compliance None
Officer

Thomas P. Waldron Senior Vice President None

Kirk P. Wickman Senior Vice President, General Counsel None
and Corporate Secretary
</TABLE>

* Except with respect to Mr. Kim, the principal business address of all
directors and officers listed is 151 Farmington Avenue, Hartford, Connecticut
06156. Mr. Kim's address is 10 State House Square, Hartford, Connecticut
06103-3602.

Item 28. Location of Accounts and Records
- -----------------------------------------

As required by Section 31(a) of the 1940 Act and the rules thereunder,
the Registrant and its investment adviser, Aeltus, maintain physical
possession of each account, book or other document, at 151 Farmington
Avenue, Hartford, Connecticut 06156 and 10 State House Square, Hartford,
Connecticut 06103-3602, respectively.

Item 29. Management Services
- ----------------------------

Not applicable.

Item 30. Undertakings
- ---------------------

Not applicable.
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act and the Investment Company
Act, Aetna Generation Portfolios, Inc. certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement under Rule 485(b) under the Securities Act and has duly
caused this Post-Effective Amendment to be signed on its behalf by the
undersigned, duly authorized, in the City of Hartford, and State of Connecticut,
on the 27th day of April, 1999.

AETNA GENERATION PORTFOLIOS, INC.
---------------------------------
(Registrant)

By J. Scott Fox*
-------------------------------
J. Scott Fox
President

Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the date(s) indicated.

Signature Title Date
- --------- ----- ----
<S> <C>
J Scott Fox* President and Director )
- ------------------------------------- (Principal Executive Officer)
J. Scott Fox )
)
Albert E. DePrince, Jr.* Director )
- -------------------------------------
Albert E. DePrince, Jr. )
)
Maria T. Fighetti* Director ) April
- -------------------------------------
Maria T. Fighetti ) 27, 1999
)
David L. Grove* Director )
- -------------------------------------
David L. Grove )
)
John Y. Kim* Director )
- -------------------------------------
John Y. Kim )
)
Sidney Koch* Director )
- -------------------------------------
Sidney Koch )
)
Shaun P. Mathews* Director )
- -------------------------------------
Shaun P. Mathews )
)
Corine T. Norgaard* Director )
- -------------------------------------
Corine T. Norgaard )
)
<PAGE>

<S> <C>
Richard G. Scheide* Director )
- -------------------------------------
Richard G. Scheide )
)
Stephanie A. DeSisto* Treasurer and Chief Financial )
- ------------------------------------- Officer
Stephanie A. DeSisto (Principal Financial and
Accounting Officer) )
</TABLE>

By: /s/ Amy R. Doberman
------------------------------------------------
*Amy R. Doberman
Attorney-in-Fact

* Executed pursuant to Power of Attorney dated November 6, 1998 and filed
with the Securities and Exchange Commission on December 17, 1998.

<PAGE>

Aetna Generation Portfolios, Inc.
EXHIBIT INDEX

Exhibit No. Exhibit Page
----------- ------- ----
<S> <C> <C>
99-(d) Investment Advisory Agreement between Aeltus Investment Management,
Inc. (Aeltus) and Aetna Generation Portfolios, Inc., on behalf of Aetna
Ascent VP, Aetna Crossroads VP and Aetna Legacy VP
--------------

99-(h.1) Administrative Services Agreement between Aeltus and Aetna Generation
Portfolios, Inc., on behalf of Aetna Ascent VP, Aetna Crossroads VP and
Aetna Legacy VP
--------------

99-(i) Opinion and Consent of Counsel
--------------

99-(j) Consent of Independent Auditors
--------------

(27) Financial Data Schedule
--------------
</TABLE>

INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made by and between AELTUS INVESTMENT MANAGEMENT, INC., a
Connecticut corporation (the "Adviser") and AETNA GENERATION PORTFOLIOS, INC., a
Maryland corporation (the "Fund"), on behalf of its portfolio, Aetna Ascent VP
(the "Portfolio"), with respect to the following recital of facts:

R E C I T A L

WHEREAS, the Fund is registered with the Securities and Exchange Commission (the
"Commission") as an open-end, diversified, management investment company under
the Investment Company Act of 1940 (the "1940 Act"); and

WHEREAS, the Fund has established the Portfolio; and

WHEREAS, the Adviser is registered with the Commission as an investment adviser
under the Investment Advisers Act of 1940 (the "Advisers Act"), and is in the
business of acting as an investment adviser; and

WHEREAS, the Fund, on behalf of the Portfolio, and the Adviser desire to enter
into an agreement to provide for investment advisory and management services for
the Portfolio on the terms and conditions hereinafter set forth;

NOW THEREFORE, the parties agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADVISER

Subject to the terms and conditions of this Agreement and the policies and
control of the Fund's Board of Directors (the "Board"), the Fund, on behalf of
the Portfolio, hereby appoints the Adviser to serve as the investment adviser to
the Portfolio, to provide the investment advisory services set forth below in
Section II. The Adviser agrees that, except as required to carry out its duties
under this Agreement or otherwise expressly authorized, it is acting as an
independent contractor and not as an agent of the Portfolio and has no authority
to act for or represent the Portfolio in any way.

II. DUTIES OF THE ADVISER

In carrying out the terms of this Agreement, the Adviser shall do the following:

1. supervise all aspects of the operations of the Portfolio;

<PAGE>

2. select the securities to be purchased, sold or exchanged by the
Portfolio or otherwise represented in the Portfolio's investment
portfolio, place trades for all such securities and regularly
report thereon to the Board;

3. formulate and implement continuing programs for the purchase and
sale of securities and regularly report thereon to the Board;

4. obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy
generally, the Portfolio, securities held by or under
consideration for the Portfolio, or the issuers of those
securities;

5. provide economic research and securities analyses as the Adviser
considers necessary or advisable in connection with the Adviser's
performance of its duties hereunder;

6. obtain the services of, contract with, and provide instructions to
custodians and/or subcustodians of the Portfolio's securities,
transfer agents, dividend paying agents, pricing services and
other service providers as are necessary to carry out the terms of
this Agreement; and

7. take any other actions which appear to the Adviser and the Board
necessary to carry into effect the purposes of this Agreement.

III. REPRESENTATIONS AND WARRANTIES

A. Representations and Warranties of the Adviser

Adviser hereby represents and warrants to the Fund as follows:

1. Due Incorporation and Organization. The Adviser is duly organized
and is in good standing under the laws of the State of Connecticut
and is fully authorized to enter into this Agreement and carry out
its duties and obligations hereunder.

2. Registration. The Adviser is registered as an investment adviser
with the Commission under the Advisers Act. The Adviser shall
maintain such registration in effect at all times during the term
of this Agreement.

3. Best Efforts. The Adviser at all times shall provide its best
judgment and effort to the Portfolio in carrying out its
obligations hereunder.

2
<PAGE>

B. Representations and Warranties of the Portfolio and the Fund

The Fund, on behalf of the Portfolio, hereby represents and warrants to the
Adviser as follows:

1. Due Incorporation and Organization. The Fund has been duly
incorporated under the laws of the State of Maryland and it is
authorized to enter into this Agreement and carry out its
obligations hereunder.

2. Registration. The Fund is registered as an investment company with
the Commission under the 1940 Act and shares of the Portfolio are
registered or qualified for offer and sale to the public under the
Securities Act of 1933 and all applicable state securities laws.
Such registrations or qualifications will be kept in effect during
the term of this Agreement.

IV. DELEGATION OF RESPONSIBILITIES

Subject to the approval of the Board and the shareholders of the Portfolio, the
Adviser may enter into a Subadvisory Agreement to engage a subadviser to the
Adviser with respect to the Portfolio.

V. BROKER-DEALER RELATIONSHIPS

A. Portfolio Trades

The Adviser shall place all orders for the purchase and sale of portfolio
securities for the Portfolio with brokers or dealers selected by the
Adviser, which may include brokers or dealers affiliated with the Adviser.
The Adviser shall use its best efforts to seek to execute portfolio
transactions at prices that are advantageous to the Portfolio and at
commission rates that are reasonable in relation to the benefits received.

B. Selection of Broker-Dealers

In selecting broker-dealers qualified to execute a particular transaction,
brokers or dealers may be selected who also provide brokerage or research
services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) to the Adviser and/or the other accounts over which
the Adviser or its affiliates exercise investment discretion. The Adviser
may also select brokers or dealers to effect transactions for the Portfolio
that provide payment for expenses of the Portfolio. The Adviser is
authorized to pay a broker or dealer who provides such brokerage or
research services or expenses, and that has provided assistance in the
distribution of shares of the Portfolio to the extent permitted by law, a
commission for executing a portfolio transaction for the Portfolio that is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in good
faith that such amount of commission is

3
<PAGE>

reasonable in relation to the value of the brokerage or research services
provided by such broker or dealer and is paid in compliance with Section
28(e). This determination may be viewed in terms of either that particular
transaction or the overall responsibilities that the Adviser and its
affiliates have with respect to accounts over which they exercise
investment discretion. The Board shall periodically review the commissions
paid by the Portfolio to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits
received.

VI. CONTROL BY THE BOARD

Any investment program undertaken by the Adviser pursuant to this Agreement, as
well as any other activities undertaken by the Adviser on behalf of the
Portfolio pursuant thereto, shall at all times be subject to any directives of
the Board.

VII. COMPLIANCE WITH APPLICABLE REQUIREMENTS

In carrying out its obligations under this Agreement, the Adviser shall at all
times conform to:

1. all applicable provisions of the 1940 Act;

2. the provisions of the current Registration Statement of the Fund;

3. the provisions of the Fund's Articles of Incorporation, as
amended;

4. the provisions of the Bylaws of the Fund, as amended; and

5. any other applicable provisions of state and federal law.

VIII. COMPENSATION

For the services to be rendered, the facilities furnished and the expenses
assumed by the Adviser, the Fund, on behalf of the Portfolio, shall pay to the
Adviser an annual fee, payable monthly, equal to .60% of the average daily net
assets of the Portfolio. Except as hereinafter set forth, compensation under
this Agreement shall be calculated and accrued daily at the rate of 1/365 of
.60% of the daily net assets of the Portfolio. If this Agreement becomes
effective subsequent to the first day of a month or terminates before the last
day of a month, compensation for that part of the month this Agreement is in
effect shall be prorated in a manner consistent with the calculation of the fees
set forth above. Subject to the provisions of Section X hereof, payment of the
Adviser's compensation for the preceding month shall be made as promptly as
possible.

4
<PAGE>

IX. EXPENSES

The expenses in connection with the management of the Portfolio shall be
allocated between the Portfolio and the Adviser as follows:

A. Expenses of the Adviser

The Adviser shall pay:

1. the salaries, employment benefits and other related costs and
expenses of those of its personnel engaged in providing investment
advice to the Portfolio, including without limitation, office
space, office equipment, telephone and postage costs; and

2. all fees and expenses of all directors, officers and employees, if
any, of the Fund who are employees of the Adviser, including any
salaries and employment benefits payable to those persons.

B. Expenses of the Portfolio

The Portfolio shall pay:

1. investment advisory fees pursuant to this Agreement;

2. brokers' commissions, issue and transfer taxes or other
transaction fees payable in connection with any transactions in
the securities in the Portfolio's investment portfolio or other
investment transactions incurred in managing the Portfolio's
assets, including portions of commissions that may be paid to
reflect brokerage research services provided to the Adviser;

3. fees and expenses of the Portfolio's independent accountants
and legal counsel and the independent Directors' legal counsel;

4. fees and expenses of any administrator, transfer agent,
custodian, dividend, accounting, pricing or disbursing agent of
the Portfolio;

5. interest and taxes;

6. fees and expenses of any membership in the Investment
Company Institute or any similar organization in which the Board
deems it advisable for the Fund to maintain membership;

7. insurance premiums on property or personnel (including officers
and directors) of the Fund;

5
<PAGE>

8. all fees and expenses of the Company's directors, who are
not "interested persons" (as defined in the 1940 Act) of the Fund
or the Adviser;

9. expenses of preparing, printing and distributing proxies,
proxy statements, prospectuses and reports to shareholders of the
Portfolio, except for those expenses paid by third parties in
connection with the distribution of Portfolio shares and all costs
and expenses of shareholders' meetings;

10. all expenses incident to the payment of any dividend,
distribution, withdrawal or redemption, whether in shares of the
Portfolio or in cash;

11. costs and expenses (other than those detailed in paragraph 9
above) of promoting the sale of shares in the Portfolio, including
preparing prospectuses and reports to shareholders of the
Portfolio, provided, nothing in this Agreement shall prevent the
charging of such costs to third parties involved in the
distribution and sale of Portfolio shares;

12. fees payable by the Portfolio to the Commission or to any
state securities regulator or other regulatory authority for the
registration of shares of the Portfolio in any state or territory
of the United States or of the District of Columbia;

13. all costs attributable to investor services, administering
shareholder accounts and handling shareholder relations,
(including, without limitation, telephone and personnel expenses),
which costs may also be charged to third parties by the Adviser;
and

14. any other ordinary, routine expenses incurred in the
management of the Portfolio's assets, and any nonrecurring or
extraordinary expenses, including organizational expenses,
litigation affecting the Portfolio and any indemnification by the
Fund of its officers, directors or agents.

Notwithstanding the above, the Adviser may waive a portion or all of the fees it
is entitled to receive.

In addition, the Adviser may reimburse the Fund, on behalf of a Portfolio, for
expenses allocated to a Portfolio.

For fiscal year 1999, the Adviser has agreed to waive fees and reimburse
expenses so that the total annual operating expenses (excluding distribution
fees) do not exceed 0.80% of the average daily net assets.

6
<PAGE>

X. ADDITIONAL SERVICES

Upon the request of the Board, the Adviser may perform certain accounting,
shareholder servicing or other administrative services on behalf of the
Portfolio that are not required by this Agreement. Such services will be
performed on behalf of the Portfolio and the Adviser may receive from the
Portfolio such reimbursement for costs or reasonable compensation for such
services as may be agreed upon between the Adviser and the Board on a finding by
the Board that the provision of such services by the Adviser is in the best
interests of the Portfolio and its shareholders. Payment or assumption by the
Adviser of any Portfolio expense that the Adviser is not otherwise required to
pay or assume under this Agreement shall not relieve the Adviser of any of its
obligations to the Portfolio nor obligate the Adviser to pay or assume any
similar Portfolio expense on any subsequent occasions. Such services may
include, but are not limited to, (a) the services of a principal financial
officer of the Fund (including applicable office space, facilities and
equipment) whose normal duties consist of maintaining the financial accounts and
books and records of the Fund and the Portfolio and the services (including
applicable office space, facilities and equipment) of any of the personnel
operating under the direction of such principal financial officer; (b) the
services of staff to respond to shareholder inquiries concerning the status of
their accounts, providing assistance to shareholders in exchanges among the
investment companies managed or advised by the Adviser, changing account
designations or changing addresses, assisting in the purchase or redemption of
shares; or otherwise providing services to shareholders of the Portfolio; and
(c) such other administrative services as may be furnished from time to time by
the Adviser to the Fund or the Portfolio at the request of the Board.

XII. NONEXCLUSIVITY

The services of the Adviser to the Portfolio are not to be deemed to be
exclusive, and the Adviser shall be free to render investment advisory or other
services to others (including other investment companies) and to engage in other
activities, so long as its services under this Agreement are not impaired
thereby. It is understood and agreed that officers and directors of the Adviser
may serve as officers or directors of the Fund, and that officers or directors
of the Fund may serve as officers or directors of the Adviser to the extent
permitted by law; and that the officers and directors of the Adviser are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment companies.

XIII. TERM

This Agreement shall become effective on January 1, 1999, and shall remain in
force and effect through December 31, 1999, unless earlier terminated under the
provisions of Article XV.

7
<PAGE>

XIV. RENEWAL

Following the expiration of its initial term, the Agreement shall continue in
force and effect from year to year, provided that such continuance is
specifically approved at least annually:

1. a. by the Board, or

b. by the vote of a majority of the Portfolio's outstanding
voting securities (as defined in Section 2(a)(42) of the
1940 Act), and

2. by the affirmative vote of a majority of the directors who are
not parties to this Agreement or interested persons of a party to
this Agreement (other than as a director of the Fund), by votes
cast in person at a meeting specifically called for such purpose.

XV. TERMINATION

This Agreement may be terminated at any time, without the payment of any
penalty, by vote of the Board or by vote of a majority of the Portfolio's
outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act),
or by the Adviser, on sixty (60) days' written notice to the other party. The
notice provided for herein may be waived by the party required to be notified.
This Agreement shall automatically terminate in the event of its "assignment."

XVI. LIABILITY

The Adviser shall be liable to the Fund and shall indemnify the Fund for any
losses incurred by the Fund, whether in the purchase, holding or sale of any
security or otherwise, to the extent that such losses resulted from an act or
omission on the part of the Adviser or its officers, directors or employees,
that is found to involve willful misfeasance, bad faith or negligence, or
reckless disregard by the Adviser of its duties under this Agreement, in
connection with the services rendered by the Adviser hereunder.

XVII. NOTICES

Any notices under this Agreement shall be in writing, addressed and delivered,
mailed postage paid, or sent by other delivery service, or by facsimile
transmission to each party at such address as each party may designate for the
receipt of notice. Until further notice, such addresses shall be:

if to the Fund, on behalf of the Portfolio:

10 State House Square
Hartford, Connecticut 06103
Fax number 860/275-2158

8
<PAGE>

if to the Adviser:

10 State House Square
Hartford, Connecticut 06103
Fax number 860/275-4440

XVIII. QUESTIONS OF INTERPRETATION

This Agreement shall be governed by the laws of the State of Connecticut. Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States courts or, in the absence
of any controlling decision of any such court, by rules or orders of the
Commission issued pursuant to the 1940 Act, or contained in no-action and
interpretive positions taken by the Commission staff. In addition, where the
effect of a requirement of the 1940 Act reflected in the provisions of this
Agreement is revised by rule or order of the Commission, such provisions shall
be deemed to incorporate the effect of such rule or order.

XIX. SERVICE MARK

The service mark of the Fund and the Portfolio and the name "Aetna" have been
adopted by the Fund with the permission of Aetna Services, Inc. (formerly known
as Aetna Life and Casualty Company) and their continued use is subject to the
right of Aetna Services, Inc. to withdraw this permission in the event the
Adviser or another affiliated corporation of Aetna Services, Inc. should not be
the investment adviser of the Portfolio.

9
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in duplicate by their respective officers on the 18th day of December, 1998.

Aeltus Investment Management, Inc.

By: /s/John Y. Kim
--------------------------
Attest: /s/Katherine Cheng Name: John Y. Kim
-------------------------- -----------------------
Name: Katherine Cheng Title: President
-------------------------- -----------------------
Title: Assistant Secretary
--------------------------

Aetna Generation Portfolios, Inc.
on behalf of its portfolio,
Aetna Ascent VP

By: /s/J. Scott Fox
--------------------------
Attest: /s/Daniel E. Burton Name: J. Scott Fox
-------------------------- -----------------------
Name: Daniel E. Burton Title: President
-------------------------- -----------------------
Title: Assistant Secretary
--------------------------

10
<PAGE>

Investment Advisory Agreement
Schedule Pursuant to Rule 483(d)(2) under the Securities Act of 1933

Investment Advisory Agreements have been entered into by Aetna Generation
Portfolios, Inc. on behalf of the following Portfolios in substantially the same
form and type as exhibit (d) - Investment Advisory Agreement, included herewith.

<TABLE>
<CAPTION>
Date Portfolio Differences in Agreements
<S> <C> <C>
12/18/98 Aetna Crossroads VP None

12/18/98 Aetna Legacy VP None
</TABLE>

ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT is made by and between AETNA GENERATION PORTFOLIOS,
INC., a Maryland Corporation (the "Fund"), on behalf of each of its portfolios,
Aetna Ascent VP, Aetna Crossroads VP and Aetna Legacy VP (the "Portfolios"), and
AELTUS INVESTMENT MANAGEMENT, INC., a Connecticut corporation (the
"Administrator"), with respect to the following recital of facts:

R E C I T A L

WHEREAS, the Fund is registered as an open-end diversified management
investment company under the Investment Company Act of 1940 (the "1940 Act");
and

WHEREAS, the Administrator is registered as an investment adviser under
the Investment Advisers Act of 1940 (the "Advisers Act"), and engages in the
business of acting as an investment adviser and an administrator of investment
companies; and

WHEREAS, the Fund has established the Portfolios; and

WHEREAS, the Fund, on behalf of each of its Portfolios, and the
Administrator desire to enter into an agreement to provide for administrative
services for the Portfolios on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable considerations, the receipt of which is
hereby acknowledged, the parties agree as follows:

I. APPOINTMENT AND OBLIGATIONS OF THE ADMINISTRATOR

The Administrator is hereby appointed to serve as the Administrator to
the Portfolios, to provide the administrative services described herein and
assume the obligations set forth in Section II, subject to the terms of this
Agreement and the control of the Fund's Board of Directors (the "Board"). The
Administrator shall, for all purposes herein, be deemed an independent
contractor and shall have, unless otherwise expressly provided or authorized, no
authority to act for or represent the Portfolios in any way or otherwise be
deemed an agent of the Portfolios.

II. DUTIES OF THE ADMINISTRATOR

In carrying out the terms of this Agreement, the Administrator shall:

A. provide office space, equipment and facilities (which may be the
Administrator's or its affiliates') for maintaining the Fund's organization, for
meetings of the Fund's Board and shareholders, and for performing administrative
services hereunder;

<PAGE>

B. supervise and manage all aspects of the Portfolios' operations
(other than investment advisory activities), supervise relations with, and
monitor the performance of, custodians, depositories, transfer and pricing
agents, accountants, attorneys, underwriters, brokers and dealers, insurers and
other persons in any capacity deemed to be necessary and desirable by the Board;

C. provide internal clerical and legal services, and stationery and
office supplies;

D. provide accounting services, including:

1. determining and arranging for the publication of the net
asset value of each Portfolio;

2. preparing financial information for presentation to the Fund's
Board and management;

3. preparing and monitoring the Fund's annual expense budget, and
establishing daily accruals;

4. coordinating payment of fund expenses;

5. calculating periodic dividend rates to be declared in
accordance with management guidelines;

6. calculating total return information as defined in the
current prospectus and statement of additional information;

7. coordinating audit packages for use by independent public
accountants;

8. responding to regulatory audits;

E. provide non-investment related statistical and research data and
such other reports, evaluations and information as the Portfolios may request
from time to time;

F. monitor each Portfolio's compliance with the current prospectus
and statement of additional information, the 1940 Act, the Internal Revenue Code
and other applicable laws and regulations;

G. prepare, to the extent requested by the Fund, registration
statements, proxy statements and annual and semi-annual reports to shareholders;

H. arrange for the printing and mailing (at the Portfolios' expense)
of proxy statements and other reports or other materials provided to the
Portfolios' shareholders;

I. support outside auditors in preparing and filing all the
Portfolios' federal and state tax returns and required tax filings other than
those required to be made by the Portfolios' custodian and transfer agent;

2
<PAGE>

J. prepare periodic reports to and filings with the Securities
and Exchange Commission (the "SEC") and state Blue Sky authorities with the
advice of the Portfolios' counsel;

K. maintain the Fund's existence, and during such times as the shares
of the Portfolios are publicly offered, maintain the registration and
qualification of the Portfolios' shares under federal and state law;

L. keep and maintain the financial accounts and records of the
Portfolios;

M. provide the Board on a regular basis with reports and analyses of
the Portfolios' operations and the operations of comparable investment
companies; and

N. take any other actions which appear to the Administrator and the
Board necessary to carry into effect the purposes of this Agreement.

III. REPRESENTATIONS AND WARRANTIES

A. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR

The Administrator hereby represents and warrants to the Fund as
follows:

1. Due Incorporation and Organization. The Administrator is
duly organized and is in good standing under the laws of the
State of Connecticut and is fully authorized to enter into
this Agreement and carry out its duties and obligations
hereunder.

2. Best Efforts. The Administrator at all times shall provide
its best judgment and effort to the Portfolios in carrying
out its obligations hereunder.

B. REPRESENTATIONS AND WARRANTIES OF THE PORTFOLIOS AND THE FUND

The Fund, on behalf of each of its Portfolios, hereby represents
and warrants to the Administrator as follows:

1. Due Incorporation and Organization. The Fund has been duly
incorporated under the laws of the State of Maryland and it
is authorized to enter into this Agreement and carry out its
terms.

2. Registration. The Fund is registered as an investment
company with the SEC under the 1940 Act and shares of the
Portfolios are registered or qualified for offer and sale to
the public under the Securities Act of 1933 (the "1933
Act"), and all applicable state securities laws. Such
registrations or qualifications will be kept in effect
during the term of this Agreement.

3
<PAGE>

IV. CONTROL BY THE BOARD OF DIRECTORS

Any activities undertaken by the Administrator pursuant to this
Agreement on behalf of the Portfolios shall at all times be subject to any
directives of the Board.

V. COMPLIANCE WITH APPLICABLE REQUIREMENTS

In carrying out its obligations under this Agreement, the Administrator
shall at all times conform to:

A. all applicable provisions of the 1940 Act;

B. the provisions of the registration statement of the Fund under
the 1933 Act and the 1940 Act;

C. the provisions of the Fund's Articles of Incorporation, as
amended;

D. the provisions of the By-Laws of the Fund, as amended; and

E. any other applicable provisions of state and federal law.

VI. DELEGATION OF RESPONSIBILITIES

All services to be provided by the Administrator under this Agreement
may be furnished by any directors, officers or employees of the Administrator or
by any affiliates of the Administrator under the Administrator's supervision.

VII. COMPENSATION

For the services to be rendered, the facilities furnished and the
expenses assumed by the Administrator, the Fund, on behalf of each of its
Portfolios, shall pay to the Administrator an annual fee, payable monthly (in
arrears), based upon the following average daily net assets of each of its
Portfolios:

Rate Net Assets

.075% on the 1st $5 billion
.05% over $5 billion

Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily at the rate of 1/365 of the annual administration
fee applied to the daily net assets of the Portfolios. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate before the
last day of a month, compensation for that part of the month this Agreement is
in effect shall be prorated in a manner consistent with the calculation of the
fees as set forth above.

4
<PAGE>

Notwithstanding the above, the Administrator may waive a portion or all of the
fees it is entitled to receive. For fiscal year 1999, the Administrator has
agreed to waive fees so that the total annual operating expenses (excluding
distribution fees) do not exceed 0.80% of the average daily net assets.

VIII. NON-EXCLUSIVITY

The services of the Administrator to the Portfolios are not to be
deemed to be exclusive, and the Administrator shall be free to render
administrative or other services to others (including other investment
companies) and to engage in other activities, so long as its services under this
Agreement are not impaired thereby. It is understood and agreed that officers
and directors of the Administrator may serve as officers or directors of the
Fund, and that officers or directors of the Fund may serve as officers or
directors of the Administrator to the extent permitted by law; and that the
officers and directors of the Administrator are not prohibited from engaging in
any other business activity or from rendering services to any other person, or
from serving as partners, officers, directors or trustees of any other firm or
trust, including other investment companies.

IX. TERM

This Agreement shall become effective on January 1, 1999, and shall
continue through December 31, 1999. Thereafter it shall continue for successive
annual periods, provided such continuance is specifically approved at least
annually:

1. a. by the Board, or

b. by the vote of a majority of the Portfolios' outstanding
voting securities (as defined in Section 2(a)(42) of the
1940 Act), and

2. by the affirmative vote of a majority of the directors who are not
parties to this Agreement or interested persons of a party to this
Agreement (other than as a director of the Fund), by votes cast in
person at a meeting specifically called for such purpose.

X. TERMINATION

This Agreement may be terminated at any time, without the payment of
any penalty, by vote of the Fund's directors or by vote of a majority of the
Portfolios' outstanding voting securities, as defined in Section 2(a)(42) of the
1940 Act, or by the Administrator, on sixty (60) days' written notice to the
other party.

5
<PAGE>

XI. LIABILITY OF ADMINISTRATOR AND INDEMNIFICATION

A. LIABILITY

The Administrator shall be liable to the Fund and shall indemnify the
Fund for any losses incurred by the Fund, whether in the purchase, holding or
sale of any security or otherwise, to the extent that such losses resulted from
an act or omission on the part of the Administrator or its officers, directors
or employees, that is found to involve willful misfeasance, bad faith or
negligence, or reckless disregard by the Administrator of its duties under this
Agreement, in connection with the services rendered by the Administrator
hereunder.

B. INDEMNIFICATION

In the absence of willful misfeasance, bad faith, negligence or
reckless disregard of obligations or duties hereunder on the part of the
Administrator or any officer, director or employee of the Administrator, to the
extent permitted by applicable law, the Fund hereby agrees to indemnify and hold
the Administrator harmless from and against all claims, actions, suits and
proceedings at law or in equity, whether brought or asserted by a private party
or a governmental agency, instrumentality or entity of any kind, relating to the
sale, purchase, pledge of, advertisement of, or solicitation of sales or
purchases of any security (whether of the Portfolios or otherwise) by the Fund,
its officers, directors, employees or agents in alleged violation of applicable
federal, state or foreign laws, rules or regulations.

XII. NOTICES

Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Administrator for this
purpose shall be 10 State House Square, Hartford, Connecticut 06103, and the
address of the Fund for this purpose shall be 10 State House Square, Hartford,
Connecticut 06103.

XIII. QUESTIONS OF INTERPRETATIONS

This Agreement shall be governed by the laws of the State of
Connecticut. Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the 1940 Act shall be resolved by reference to such term or provision of the
1940 Act and to interpretations thereof, if any, by the United States courts or,
in the absence of any controlling decision of any such court, by rules or orders
of the SEC issued pursuant to the 1940 Act, or contained in no-action and
interpretive positions taken by the SEC staff. In addition, where the effect of
a requirement of the 1940 Act reflected in the provisions of this Agreement is
revised by rule or order of the SEC, such provisions shall be deemed to
incorporate the effect of such rule or order.

6
<PAGE>

XIV. SERVICE MARK

The service mark of the Fund and the Portfolios and the name "Aetna"
have been adopted by the Fund with the permission of Aetna Services, Inc.
(formerly known as Aetna Life and Casualty Company) and their continued use is
subject to the right of Aetna Services, Inc. to withdraw this permission in the
event the Administrator or another subsidiary or affiliated corporation of Aetna
Services, Inc. should not be the Administrator of the Portfolios.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the 18th day of
December, 1998.

AETNA GENERATION PORTFOLIOS, INC.
on behalf of each of its Portfolios,
Aetna Ascent VP
Aetna Crossroads VP
Aetna Legacy VP
AELTUS INVESTMENT
MANAGEMENT, INC.

By: /s/John Y. Kim By: /s/J. Scott Fox
----------------- --------------------
Name: John Y. Kim Name: J. Scott Fox
----------------- --------------------
Title: President Title: President
----------------- --------------------

Attest: Attest:

/s/Katherine Cheng /s/Daniel E. Burton
- --------------------------- ---------------------------
Name: Katherine Cheng Name: Daniel E. Burton
-------------------- --------------------
Title: Assistant Secretary Title: Assistant Secretary
-------------------- --------------------

Amy R. Doberman
Counsel
Aetna Generation Portfolios, Inc.
April 27, 1999 (860) 275-2032
Fax: (860) 275-2158

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attn: Filing Desk

Re: Aetna Generation Portfolios, Inc.
Post-Effective Amendment No. 8 to
Registration Statement on Form N-1A
(File No. 33-88334 and 811-8934)

Dear Sir or Madam:

The undersigned serves as counsel to Aetna Generation Portfolios, Inc., a
Maryland corporation (the "Company"). It is my understanding that the Company
has registered an indefinite number of shares of beneficial interest under the
Securities Act of 1933 (the "1933 Act") pursuant to Rule 24f-2 under the
Investment Company Act of 1940 (the "1940 Act").

Insofar as it relates or pertains to the Company, I have reviewed the prospectus
and the Company's Registration Statement on Form N-1A, as amended to the date
hereof, filed with the Securities and Exchange Commission under the 1933 Act and
the 1940 Act, pursuant to which the Shares will be sold (the "Registration
Statement"). I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents and other instruments I have
deemed necessary or appropriate for the purpose of 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, Maryland and the District of
Columbia. My opinion herein as to Maryland law is based upon a limited inquiry
thereof that I have deemed appropriate under the circumstances.

Based upon the foregoing, and assuming the securities are issued and sold in
accordance with the provisions of the Company's Articles of Incorporation and
the Registration Statement, I am of the opinion that the securities will when
sold be legally issued, fully paid and nonassessable.

<PAGE>

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

Sincerely,

/s/ Amy R. Doberman

Amy R. Doberman
Counsel

Consent of Independent Auditors

The Board of Directors and Shareholders
Aetna Generation Portfolios, Inc.:

We consent to the use of our report dated January 29, 1999 incorporated by
reference herein on Form N-1A relating to Aetna Ascent VP, Aetna Crossroads VP
and Aetna Legacy VP, and to the references to our firm under the headings
"Financial Highlights" in the prospectus and "Independent Auditors" in the
statement of additional information.

/s/ KPMG LLP
KPMG LLP

Hartford, Connecticut
April 27, 1999
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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<CIK> 0000935070
<NAME> Aetna Generation Portfolios, Inc.
<SERIES>
<NUMBER> 01
<NAME> Aetna Ascent VP
<MULTIPLIER> 1
<CURRENCY> USD

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 195,903,523
<INVESTMENTS-AT-VALUE> 205,985,154
<RECEIVABLES> 2,775,953
<ASSETS-OTHER> 1,402,008
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 210,163,115
<PAYABLE-FOR-SECURITIES> 2,190,581
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 376,718
<TOTAL-LIABILITIES> 2,567,299
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 197,721,498
<SHARES-COMMON-STOCK> 14,806,523
<SHARES-COMMON-PRIOR> 10,539,978
<ACCUMULATED-NII-CURRENT> 578,631
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> (618,453)
<ACCUM-APPREC-OR-DEPREC> 9,914,140
<NET-ASSETS> 207,595,816
<DIVIDEND-INCOME> 4,643,771
<INTEREST-INCOME> 1,522,128
<OTHER-INCOME> 0
<EXPENSES-NET> (1,379,974)
<NET-INVESTMENT-INCOME> 4,785,925
<REALIZED-GAINS-CURRENT> 3,839,619
<APPREC-INCREASE-CURRENT> (1,925,904)
<NET-CHANGE-FROM-OPS> 6,699,640
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (4,979,306)
<DISTRIBUTIONS-OF-GAINS> (4,834,598)
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<ACCUMULATED-GAINS-PRIOR> 746,371
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<GROSS-ADVISORY-FEES> 1,107,075
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,379,974
<AVERAGE-NET-ASSETS> 183,611,088
<PER-SHARE-NAV-BEGIN> 14.12
<PER-SHARE-NII> 0.33
<PER-SHARE-GAIN-APPREC> 0.27
<PER-SHARE-DIVIDEND> (0.35)
<PER-SHARE-DISTRIBUTIONS> (0.35)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.02
<EXPENSE-RATIO> 0.75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000935070
<NAME> Aetna Generation Portfolios, Inc.
<SERIES>
<NUMBER> 02
<NAME> Aetna Crossroads VP
<MULTIPLIER> 1
<CURRENCY> USD

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 182,969,864
<INVESTMENTS-AT-VALUE> 192,502,536
<RECEIVABLES> 2,145,845
<ASSETS-OTHER> 1,249,346
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 195,897,727
<PAYABLE-FOR-SECURITIES> 2,020,194
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 315,488
<TOTAL-LIABILITIES> 2,335,682
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 183,860,553
<SHARES-COMMON-STOCK> 14,533,358
<SHARES-COMMON-PRIOR> 9,399,130
<ACCUMULATED-NII-CURRENT> 289,728
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,547
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 9,407,217
<NET-ASSETS> 193,562,045
<DIVIDEND-INCOME> 3,161,185
<INTEREST-INCOME> 3,460,696
<OTHER-INCOME> 0
<EXPENSES-NET> (1,265,247)
<NET-INVESTMENT-INCOME> 5,356,634
<REALIZED-GAINS-CURRENT> 1,981,947
<APPREC-INCREASE-CURRENT> 1,113,364
<NET-CHANGE-FROM-OPS> 8,451,945
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (5,665,597)
<DISTRIBUTIONS-OF-GAINS> (1,755,177)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,136,875
<NUMBER-OF-SHARES-REDEEMED> (561,586)
<SHARES-REINVESTED> 558,939
<NET-CHANGE-IN-ASSETS> 70,572,297
<ACCUMULATED-NII-PRIOR> 263,241
<ACCUMULATED-GAINS-PRIOR> 113,227
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,013,082
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,265,247
<AVERAGE-NET-ASSETS> 168,010,419
<PER-SHARE-NAV-BEGIN> 13.09
<PER-SHARE-NII> 0.38
<PER-SHARE-GAIN-APPREC> 0.39
<PER-SHARE-DIVIDEND> (0.41)
<PER-SHARE-DISTRIBUTIONS> (0.13)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 13.32
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</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
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<NAME> Aetna Generation Portfolios, Inc.
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<NAME> Aetna Legacy VP
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