As filed with the Securities and Exchange Registration No. 333-49581
Commission on April 4, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 7

FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Aetna Insurance Company of America
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Florida
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06-1286272
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5100 West Lemon Street, Suite 213, Tampa, Florida 33609
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Julie E. Rockmore, Counsel
Aetna Insurance Company of America
151 Farmington Avenue, TS31, Hartford, Connecticut 06156
(860) 273-4686
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(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 the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [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 number of the earlier effective registration statement for the same
offering. [ ] _____________________

If this form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ]

CROSS REFERENCE SHEET
PURSUANT TO REGULATION S-K
ITEM 501(b)

FORM S-2 LOCATION - PROSPECTUS DATED
ITEM NO. INFORMATION REQUIRED IN PROSPECTUS MAY 1, 2001
-------- ---------------------------------- -----------

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 and Ratio
of Earnings to Fixed Charges.................. Summary

4 Use of Proceeds................................... Not Applicable

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

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

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

8 Plan of Distribution.............................. Other Topics - Distribution of
Contracts

9 Description of Securities to be
Registered.................................... Description of the Guaranteed
Account - Guaranteed Terms and
Guaranteed Interest Rates

10 Interests of Named Experts and Counsel............ Other Topics - Experts

11 Information with Respect to the
Registrant........................................ Not Applicable

12 Incorporation of Certain Information
by Reference...................................... Other Topics - Incorporation of
Certain Documents by Reference

13 Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities................................... Not Applicable

AICA GUARANTEED ACCOUNT - MAY 1, 2001
- ------------------------------------------------------------------

INTRODUCTION

The AICA Guaranteed Account (the Guaranteed Account)
is a fixed interest option available during the
accumulation phase of certain variable annuity
contracts issued by Aetna Insurance Company of America
(the Company, we, us, our). Read this prospectus
carefully before investing in the Guaranteed Account
and save it for future reference.

GENERAL DESCRIPTION

The Guaranteed Account offers investors an opportunity
to earn specified guaranteed rates of interest for
specified periods of time, called guaranteed terms. We
generally offer several guaranteed terms at any one
time for those considering investing in the Guaranteed
Account. Each guaranteed term offers a guaranteed
interest rate for investments that remain in the
Guaranteed Account for the duration of the specific
guaranteed term. The guaranteed term establishes both
the length of time for which we agree to credit a
guaranteed interest rate and how long your investment
must remain in the Guaranteed Account in order to
receive the guaranteed interest rate.

We guarantee both principal and interest if, and only
if, your investment remains invested for the full
guaranteed term. Charges related to the contract, such
as a maintenance fee or early withdrawal charge, may
still apply even if you do not withdraw until the end
of a guaranteed term. INVESTMENTS TAKEN OUT OF THE
GUARANTEED ACCOUNT PRIOR TO THE END OF A GUARANTEED
TERM MAY BE SUBJECT TO A MARKET VALUE ADJUSTMENT WHICH
MAY RESULT IN AN INVESTMENT GAIN OR LOSS. SEE "MARKET
VALUE ADJUSTMENT," PAGE 11.

This prospectus will explain:

- -- Guaranteed interest rates and guaranteed terms;

- -- Contributions to the Guaranteed Account;

- -- Types of investments available;

- -- How rates are offered;

- -- How there can be an investment risk and how we
calculate gain or loss;

- -- Contract charges that can affect your account value
in the Guaranteed Account;

- -- Taking investments out of the Guaranteed Account;
and

- -- How to reinvest or withdraw at maturity.

ADDITIONAL DISCLOSURE INFORMATION

Neither the Securities and Exchange Commission nor any
state securities commission has approved or
disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
We do not intend for this prospectus to be an offer to
sell or a solicitation of an offer to buy these
securities in any state or jurisdiction that does not
permit their sale. We have not authorized anyone to
provide you with information that is different than
that contained in this prospectus. The Guaranteed
Account is not a deposit with, obligation of or
guaranteed or endorsed by any bank, nor is it insured
by the FDIC. These contracts are not offered for sale
in the State of New York.

Our Home Office: Our Service Center:
Aetna Insurance Company of America ING Aetna Financial Services
5100 West Lemon Street 151 Farmington Avenue
Suite 213 Hartford, Connecticut 06156
Tampa, Florida 33609
(813) 261-9582 1-800-262-3862

TABLE OF CONTENTS

PAGE

SUMMARY..................................................... 3

DESCRIPTION OF THE GUARANTEED ACCOUNT....................... 6
General, Contributions to the Guaranteed Account, Deposit
Period, Guaranteed Terms, Guaranteed Interest Rates,
Maturity Value Transfer Provision

TRANSFERS................................................... 9

WITHDRAWALS................................................. 10
Deferral of Payments, Reinstatement Privilege

MARKET VALUE ADJUSTMENT (MVA)............................... 11
Calculation of the MVA, Deposit Period Yield, Current Yield,
MVA Formula

CONTRACT CHARGES............................................ 13
OTHER TOPICS................................................ 13
The Company--Income Phase--Investments--Distribution of
Contracts--Taxation--Experts--Legal Matters--Further
Information--Incorporation of Certain Documents by
Reference--Inquiries
APPENDIX I--EXAMPLES OF MARKET VALUE ADJUSTMENT
CALCULATIONS................................................ 17
APPENDIX II--EXAMPLES OF MARKET VALUE ADJUSTMENT YIELDS..... 19

[SIDE NOTE]
QUESTIONS: CONTACTING THE COMPANY. To answer your questions, contact your sales
representative or write or call our Service Center at:
ING Aetna Financial Services
Annuity Services
151 Farmington Avenue
Hartford, CT 06156-1258
1-800-262-3862
[END SIDE NOTE]

SUMMARY
- ----------------------------------------------

The Guaranteed Account is a fixed interest option that may be available during
the accumulation phase of your variable annuity contract. The following is a
summary of certain facts about the Guaranteed Account.

IN GENERAL. Amounts that you invest in the Guaranteed Account will earn a
guaranteed interest rate if left in the Guaranteed Account for a specified
period of time (the guaranteed term). You must invest amounts in the Guaranteed
Account for the full guaranteed term in order to receive the quoted guaranteed
interest rate. If you withdraw or transfer those amounts before the end of the
guaranteed term, we may apply a "market value adjustment," which may be positive
or negative.

DEPOSIT PERIODS. A deposit period is the time during which we offer a specific
guaranteed interest rate if you deposit dollars for a specific guaranteed term.
For a particular guaranteed interest rate and guaranteed term to apply to your
account dollars, you must invest them during the deposit period in which that
rate and term are offered.

GUARANTEED TERMS. A guaranteed term is the period of time account dollars must
be left in the Guaranteed Account in order to earn the guaranteed interest rate
specified for that guaranteed term. We offer different guaranteed terms at
different times. We may also offer more than one guaranteed term of the same
duration with different guaranteed interest rates. Check with your sales
representative or the Company to learn the details about the guaranteed term(s)
currently offered. We reserve the right to limit the number of guaranteed terms
or the availability of certain guaranteed terms.

GUARANTEED INTEREST RATES. We guarantee different interest rates, depending upon
when account dollars are invested in the Guaranteed Account. For guaranteed
terms one year or longer, we may offer different rates for specified time
periods within a guaranteed term. The interest rate we guarantee is an annual
effective yield; that means that the rate reflects a full year's interest. We
credit interest at a rate that will provide the guaranteed annual effective
yield over one year. The guaranteed interest rate(s) is guaranteed for that
deposit period and for the length of the guaranteed term.

The guaranteed interest rates we offer will always meet or exceed the minimum
interest rates agreed to in the contract. Apart from meeting the contractual
minimum interest rates, we cannot guarantee any aspect of future offerings.

FEES AND OTHER DEDUCTIONS. We do not make deductions from amounts in the
Guaranteed Account to cover mortality and expense risks. We consider these risks
when determining the credited rate. The following other types of charges may be
deducted from amounts held in, withdrawn or transferred from the Guaranteed
Account:

- -- Market Value Adjustment (MVA). An MVA may be applied to amounts transferred
or withdrawn prior to the end of a guaranteed term, which reflects changes in
interest rates since the deposit period. The MVA may be positive or negative
and therefore may increase or decrease the amount withdrawn to satisfy a
transfer or withdrawal request. See "Market Value Adjustment (MVA)."

[SIDE NOTE]
CONTRACT HOLDER (YOU/YOUR): The contract holder of an individually owned
contract or the certificate holder of a group contract.
[END SIDE NOTE]

- -- Tax Penalties and/or Tax Withholding. Amounts withdrawn may be subject to
withholding for federal income taxes, as well as a 10% penalty tax for
amounts withdrawn prior to your having attained age 59 1/2. See "Taxation";
see also the "Taxation" section of the contract prospectus.

- -- Early Withdrawal Charge. An early withdrawal charge, which is a deferred
sales charge, may apply to amounts withdrawn from the contract, in order to
reimburse us for some of the sales and administrative expenses associated
with the contract. See "Contract Charges"; see also the "Fees" section of the
contract prospectus.

- -- Maintenance Fee. A maintenance fee of up to $30 may be deducted, on an annual
basis, pro rata from all funding options including the Guaranteed Account.
See "Contract Charges"; see also the "Fees" section of the contract
prospectus.

- -- Transfer Fees. During the accumulation phase, transfer fees of up to $10 per
transfer may be deducted from amounts held in or transferred from the
Guaranteed Account. See "Contract Charges"; see also the "Fees" section of
the contract prospectus.

- -- Premium Taxes. We may deduct a charge for premium taxes of up to 4% from
amounts in the Guaranteed Account. See "Contract Charges"; see also the
"Fees" section of the contract prospectus.

MARKET VALUE ADJUSTMENT (MVA). If you withdraw or transfer your account value
from the Guaranteed Account before a guaranteed term is complete, an MVA may
apply. The MVA reflects the change in the value of the investment due to changes
in interest rates since the date of deposit. The MVA may be positive or negative
depending upon interest rate activity at the time of withdrawal or transfer.

An MVA will not apply to:

- -- Amounts transferred or withdrawn at the end of a guaranteed term;

- -- Transactions made under the maturity value transfer provision;

- -- Transfers due to participation in the dollar cost averaging program (see
"Market Value Adjustment" for certain restrictions);

- -- Amounts distributed under a systematic distribution option (see "Systematic
Distribution Options" in the contract prospectus);

- -- Withdrawals for minimum distributions required by the Internal Revenue Code
of 1986, as amended (Tax Code), and for which the early withdrawal charge is
waived; and

- -- Withdrawals due to your exercise of the right to cancel your contract. See
the "Right to Cancel" section of the contract prospectus.

MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due to
the withdrawal (see sidebar on page 11 for an example of the calculation of the
aggregate MVA). The following withdrawals will be subject to an aggregate MVA
only if it is positive:

- -- Withdrawals due to the election of a lifetime income option; and

- -- Unless otherwise noted, payment of a guaranteed death benefit (if paid within
the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

- -- Withdrawals due to the election of a nonlifetime income option;

- -- Payment of a guaranteed death benefit due to the death of a spousal
beneficiary or a joint contract holder who continued the account in his or
her name after the death of the other joint contract holder;

- -- Payment of a guaranteed death benefit more than six months after the date of
death; and

- -- Full or partial withdrawals during the accumulation phase (an MVA may not
apply in certain situations, as noted above).

See "Description of the Guaranteed Account" and "Market Value Adjustment (MVA)."

MATURITY OF A GUARANTEED TERM. On or before the end of a guaranteed term, you
may instruct us to:

- -- Transfer the matured amount to one or more new guaranteed terms available
under the current deposit period;

- -- Transfer the matured amount to other available investment options; or

- -- Withdraw the matured amount.

Amounts withdrawn may be subject to an early withdrawal charge, a maintenance
fee, tax withholding and, if you are under age 59 1/2, tax penalties. See
"Contract Charges"; see also the "Fees" and "Taxation" sections of the contract
prospectus.

When a guaranteed term ends, if we have not received instructions from you, we
will automatically reinvest the maturing investment into a new guaranteed term
of similar length (see "Maturity of a Guaranteed Term" and "Maturity Value
Transfer Provision"). If the same guaranteed term is no longer available, the
next shortest guaranteed term available in the current deposit period will be
used. If no shorter guaranteed term is available, the next longest guaranteed
term will be used.

If you do not provide instructions concerning the maturing amount on or before
the end of a guaranteed term, and this amount is automatically reinvested as
noted above, the maturity value transfer provision will apply.

MATURITY VALUE TRANSFER PROVISION. This provision allows transfers or
withdrawals of amounts automatically reinvested at the end of a guaranteed term
without an MVA, if the transfer or withdrawal occurs during the calendar month
immediately following a guaranteed term maturity date. As described in "Fees and
Other Deductions" above, other fees, including an early withdrawal charge and a
maintenance fee, may be assessed on amounts withdrawn. See "Maturity Value
Transfer Provision."

TRANSFER OF ACCOUNT DOLLARS. Generally, account dollars invested in the
Guaranteed Account may be transferred among guaranteed terms offered through the
Guaranteed Account and/or to other investment options offered through the
contract. However:

- -- Transfers may not be made during the deposit period in which your account
dollars are invested in the Guaranteed Account or for 90 days after the close
of that deposit period; and

- -- We may apply an MVA to transfers made before the end of a guaranteed term.

INVESTMENTS. Guaranteed interest rates credited during any guaranteed term do
not necessarily relate to investment performance. Deposits received into the
Guaranteed Account will generally be invested in federal, state and municipal
obligations, corporate bonds, preferred stocks, real estate mortgages, real
estate, certain other fixed income investments and cash or cash equivalents. All
of our general assets are available to meet guarantees under the Guaranteed
Account.

Amounts allocated to the Guaranteed Account are held in a nonunitized separate
account established by the Company under Florida law. Prior to January 5, 2000,
these amounts were held in a nonunitized separate account established by the
Company under Connecticut law. To the extent provided for in the contract,
assets of the separate account are not chargeable with liabilities arising out
of any other business that we conduct. See "Investments."

NOTIFICATION OF MATURITY. We will notify you at least 18 calendar days prior to
the maturity of a guaranteed term. We will include information relating to the
current deposit period's guaranteed interest rates and the available guaranteed
terms. You may obtain information concerning available deposit periods,
guaranteed interest rates and guaranteed terms by telephone (1-800-262-3862).
See "Description of the AICA Guaranteed Account--General" and "Maturity of a
Guaranteed Term."

DESCRIPTION OF THE GUARANTEED ACCOUNT
- ----------------------------------------------

GENERAL

The Guaranteed Account offers guaranteed interest rates for specific guaranteed
terms. For a particular guaranteed interest rate and guaranteed term to apply to
your account dollars, you must invest them during the deposit period in which
that rate and term are offered. For guaranteed terms of one year or longer, we
may offer different interest rates for specified time periods within a
guaranteed term. We may also offer more than one guaranteed term of the same
duration with different guaranteed interest rates.

An MVA may be applied to any values withdrawn or transferred from a guaranteed
term prior to the end of that guaranteed term, except for amounts transferred
under the maturity value transfer provision, amounts transferred under the
dollar cost averaging program, amounts withdrawn under a systematic distribution
option, amounts withdrawn for minimum distributions required by the Tax Code and
withdrawals due to your exercise of the right to cancel your contract.

- -- Withdrawals due to the election of a lifetime income option; and

- -- Unless otherwise noted, payment of a guaranteed death benefit (if paid within
the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

- -- Withdrawals due to the election of a nonlifetime income option;

- -- Payment of a guaranteed death benefit more than six months after the date of
death; and

- -- Full or partial withdrawals during the accumulation phase (an MVA may not
apply in certain situations, see "Market Value Adjustment (MVA)").

We maintain a toll-free telephone number for those wishing to obtain information
concerning available deposit periods, guaranteed interest rates and guaranteed
terms. The telephone number is 1-800-262-3862. At least 18 calendar days before
a guaranteed term matures we will notify you of the upcoming deposit period
dates and information on the current guaranteed interest rates, guaranteed terms
and projected matured guaranteed term values.

CONTRIBUTIONS TO THE GUARANTEED ACCOUNT

You may invest in the guaranteed terms available in the current deposit period
by allocating new payments to the Guaranteed Account or by transferring a sum
from other funding options available under the contract or from other guaranteed
terms of the Guaranteed Account, subject to the transfer limitations described
in the contract. We may limit the number of guaranteed terms you may select.
Currently, if the dollar cost averaging program is in effect in a guaranteed
term and you wish to add an additional deposit to be dollar cost averaged, all
amounts to be dollar cost averaged will be combined and the dollar cost
averaging amount will be recalculated. This will affect the duration of amounts
in the guaranteed term.

Although there is currently no limit, we reserve the right to limit the total
number of investment options you may select at any one time during the life of
the contract. For purposes of determining any limit, each guaranteed term counts
as one investment option. Although we may require a minimum payment(s) to a
contract, we do not require a minimum investment for a guaranteed term. Refer to
the contract prospectus. There is a $500 minimum for transfers from other
funding options.

Investments may not be transferred from a guaranteed term during the deposit
period in which the investment is applied or during the first 90 days after the
close of the deposit period. This restriction does not apply to amounts
transferred or withdrawn under the maturity value transfer provision, to amounts
transferred under the dollar cost averaging program or, in some situations,
withdrawn because you discontinued the dollar cost averaging program or to
amounts distributed under a systematic distribution option. See "Maturity Value
Transfer Provision" and "Transfers."

DEPOSIT PERIOD

The deposit period is the period of time during which you may direct investments
to a particular guaranteed term(s) and receive a stipulated guaranteed interest
rate(s). Each deposit period may be a month, a calendar quarter or any other
period of time we specify.

GUARANTEED TERMS

A guaranteed term is the time we specify during which we credit the guaranteed
interest rate. We offer guaranteed terms at our discretion for various periods
ranging up to and including ten years. We may limit the number of guaranteed
terms you may select and may require enrollment in the dollar cost averaging
program.

GUARANTEED INTEREST RATES

Guaranteed interest rates are the rates that we guarantee will be credited on
amounts applied during a deposit period for a specific guaranteed term. We may
offer different guaranteed interest rates on guaranteed terms of the same
duration. Guaranteed interest rates are annual effective yields, reflecting a
full year's interest. We credit interest at a rate that will provide the
guaranteed

annual effective yield over one year. Guaranteed interest rates are credited
according to the length of the guaranteed term as follows:

GUARANTEED TERMS OF ONE YEAR OR LESS. The guaranteed interest rate is credited
from the date of deposit to the last day of the guaranteed term.

GUARANTEED TERMS OF GREATER THAN ONE YEAR. Several different guaranteed interest
rates may be applicable during a guaranteed term of more than one year. The
initial guaranteed interest rate is credited from the date of deposit to the end
of a specified period within the guaranteed term. We may credit several
different guaranteed interest rates for subsequent specific periods of time
within the guaranteed term. For example, for a five-year guaranteed term we may
guarantee 7% for the first year, 6.75% for the next two years and 6.5% for the
remaining two years. We reserve the right, however, to apply one guaranteed
interest rate for an entire guaranteed term.

We will not guarantee or credit a guaranteed interest rate below the minimum
rate specified in the contract, nor will we credit interest at a rate above the
guaranteed interest rate we announce prior to the start of a deposit period. Our
guaranteed interest rates are influenced by, but do not necessarily correspond
to, interest rates available on fixed income investments we may buy using
deposits directed to the Guaranteed Account (see "Investments"). We consider
other factors when determining guaranteed interest rates including regulatory
and tax requirements, sales commissions and administrative expenses borne by the
Company, general economic trends and competitive factors. WE MAKE THE FINAL
DETERMINATION REGARDING GUARANTEED INTEREST RATES. WE CANNOT PREDICT THE LEVEL
OF FUTURE GUARANTEED INTEREST RATES.

MATURITY OF A GUARANTEED TERM. At least 18 calendar days prior to the maturity
of a guaranteed term we will notify you of the upcoming deposit period, the
projected value of the amount maturing at the end of the guaranteed term and the
guaranteed interest rate(s) and guaranteed term(s) available for the current
deposit period.

When a guaranteed term matures, the amounts in any maturing guaranteed term may
be:

- -- Transferred to a new guaranteed term(s), if available under the contract;

- -- Transferred to any of the allowable investment options available under the
contract; or

- -- Withdrawn from the contract.

We do not apply an MVA to amounts transferred or withdrawn from a guaranteed
term on the date the guaranteed term matures. Amounts withdrawn, however, may be
subject to an early withdrawal charge, a maintenance fee, taxation and, if the
contract holder is under age 59 1/2, tax penalties.

If we have not received direction from you by the maturity date of a guaranteed
term, we will automatically transfer the matured term value to a new guaranteed
term of similar length. If the same guaranteed term is no longer available, the
next shortest guaranteed term available in the current deposit period will be
used. If no shorter guaranteed term is available, the next longest guaranteed
term will be used.

Under the Guaranteed Account, each guaranteed term is counted as one funding
option. If a guaranteed term matures, and is renewed for the same term, it will
not count as an additional investment option for purposes of any limitation on
the number of investment options.

[SIDE NOTE]
BUSINESS DAY--Any day on which the New York Stock Exchange is open.
[END SIDE NOTE]

You will receive a confirmation statement, plus information on the new
guaranteed rate(s) and guaranteed term.

MATURITY VALUE TRANSFER PROVISION

If we automatically reinvest the proceeds from a matured guaranteed term, you
may transfer or withdraw from the Guaranteed Account the amount that was
reinvested without an MVA. An early withdrawal charge and maintenance fee may
apply to withdrawals. If the full amount reinvested is transferred or withdrawn,
we will include interest credited to the date of the transfer or withdrawal.
This provision is only available until the last business day of the month
following the maturity date of the prior guaranteed term. This provision only
applies to the first transfer or withdrawal request received from the contract
holder with respect to a particular matured guaranteed term value, regardless of
the amount involved in the transaction.

TRANSFERS
- ----------------------------------------------

We allow you to transfer all or a portion of your account value to the
Guaranteed Account or to other investment options under the contract. We do not
allow transfers from any guaranteed term to any other guaranteed term or
investment option during the deposit period for that guaranteed term or for 90
days following the close of that deposit period. The 90-day wait does not apply
to:

- -- Amounts transferred on the maturity date or under the maturity value transfer
provision;

- -- Amounts transferred from the Guaranteed Account before the maturity date due
to the election of an income phase payment option;

- -- Amounts distributed under a systematic distribution option; or

- -- Amounts transferred from an available guaranteed term in connection with the
dollar cost averaging program.

Transfers after the 90-day period are permitted from a guaranteed term(s) to
another guaranteed term(s) available during a deposit period or to other
available investment options. We will apply an MVA to transfers made before the
end of a guaranteed term. Transfers within one calendar month of a term's
maturity date are not counted as one of the 12 free transfers of accumulated
values in the account.

When the contract holder requests the transfer of a specific dollar amount, we
account for any applicable MVA in determining the amount to be withdrawn from a
guaranteed term(s) to fulfill the request. Therefore, the amount we actually
withdraw from the guaranteed term(s) may be more or less than the requested
dollar amount (see "Appendix I" for an example). For more information on
transfers, see the contract prospectus.

[SIDE NOTE]
GUARANTEED TERM GROUP--A grouping of deposits or investments having the same
guaranteed term.
[END SIDE NOTE]

WITHDRAWALS
- ----------------------------------------------

The contract allows for full or partial withdrawals from the Guaranteed Account
at any time during the accumulation phase. To make a full or partial withdrawal,
a request form (available from us) must be properly completed and submitted to
our Service Center (or other designated office as provided in the contract).

Partial withdrawals are made pro rata from each guaranteed term group. From each
guaranteed term group, we will first withdraw funds from the oldest deposit
period, then from the next oldest and so on.

We may apply an MVA to withdrawals made prior to the end of a guaranteed term,
except for withdrawals made under the maturity value transfer provision (see
"Market Value Adjustment"). We may deduct an early withdrawal charge and
maintenance fee. The early withdrawal charge is a deferred sales charge which
may be deducted upon withdrawal to reimburse us for some of the sales and
administrative expenses associated with the contract. A maintenance fee, up to
$30, may be deducted pro rata from each of the funding options, including the
Guaranteed Account. Refer to the contract prospectus for a description of these
charges. When a request for a partial withdrawal of a specific dollar amount is
made, we will include the MVA in determining the amount to be withdrawn from the
guaranteed term(s) to fulfill the request. Therefore, the amount we actually
take from the guaranteed term(s) may be more or less than the dollar amount
requested. See "Appendix I" for an example.

DEFERRAL OF PAYMENTS

Under certain emergency conditions, we may defer payment of a Guaranteed Account
withdrawal for up to six months. Refer to the contract prospectus for more
details.

REINSTATEMENT PRIVILEGE

You may elect to reinstate all or a portion of a full withdrawal during the 30
days following such a withdrawal. We must receive amounts for reinstatement
within 60 days of the withdrawal.

We will apply reinstated amounts to the current deposit period. This means that
the guaranteed annual interest rate and guaranteed terms available on the date
of reinstatement will apply. Amounts are reinstated in the same proportion as
prior to the full withdrawal. We will not credit your account for market value
adjustments that we deducted at the time of withdrawal or refund any taxes that
were withheld. Refer to the contract prospectus for further details.

[SIDE NOTE]
AGGREGATE MVA--The total of all MVAs applied due to a transfer or withdrawal.
CALCULATION OF THE AGGREGATE MVA--In order to satisfy a transfer or withdrawal,
amounts may be withdrawn from more than one guaranteed term, with more than one
guaranteed interest rate. In order to determine the MVA applicable to such a
transfer or withdrawal, the MVAs applicable to each guaranteed term will be
added together, in order to determine the "aggregate MVA."
Example:
$1,000 withdrawal, two
guaranteed terms,
MVA1 = $10, MVA2 = $-30
$10 + $-30 = $-20.
Aggregate MVA = $-20.
Example:
$1,000 withdrawal, two guaranteed terms,
MVA1 = $30, MVA2 = $-10
$30 + $-10 = $20.
Aggregate MVA = $20.
[END SIDE NOTE]

MARKET VALUE ADJUSTMENT (MVA)
- ----------------------------------------------

We apply an MVA to amounts transferred or withdrawn from the Guaranteed Account
prior to the end of a guaranteed term. To accommodate early withdrawals or
transfers, we may need to liquidate certain assets or use cash that could
otherwise be invested at current interest rates. When we sell assets prematurely
we could realize a profit or loss depending upon market conditions.

The MVA reflects changes in interest rates since the deposit period. When
interest rates increase after the deposit period, the value of the investment
decreases and the MVA amount may be negative. Conversely, when interest rates
decrease after the deposit period, the value of the investment increases and the
MVA amount may be positive. Therefore, the application of an MVA may increase or
decrease the amount withdrawn from a guaranteed term to satisfy a withdrawal or
transfer request.

An MVA will not apply to:

- -- Amounts transferred or withdrawn at the end of a guaranteed term;

- -- Transactions made under the maturity value transfer provision;

- -- Transfers due to participation in the dollar cost averaging program*;

- -- Amounts distributed under a systematic distribution option--see "Systematic
Distribution Options" in the contract prospectus;

- -- Withdrawals for minimum distributions required by the Tax Code and for which
the early withdrawal charge is waived; and

- -- Withdrawals due to your exercise of the right to cancel your contract. See
the "Right to Cancel" section of the contract prospectus.

*If you discontinue the dollar cost averaging program and transfer the amounts
in it, subject to the Company's terms and conditions governing guaranteed
terms, to another guaranteed term, an MVA will apply.

MVAs applied to withdrawals or transfers from the Guaranteed Account will be
calculated as an "aggregate MVA," which is the sum of all MVAs applicable due to
the withdrawal (see sidebar on this page for an example of the calculation of
the aggregate MVA). The following withdrawals will be subject to an aggregate
MVA only if it is positive:

- -- Withdrawals due to the election of a lifetime income option; and

- -- Unless otherwise noted, payment of a guaranteed death benefit (if paid within
the first six months following death).

All other withdrawals will be subject to an aggregate MVA, regardless of whether
it is positive or negative, including:

- -- Withdrawals due to the election of a nonlifetime income option;

- -- Payment of a guaranteed death benefit more than six months after the date of
death; and

- -- Full or partial withdrawals during the accumulation phase (an MVA may not
apply in certain situations, as noted above).

CALCULATION OF THE MVA

The amount of the MVA depends upon the relationship between:

- -- The deposit period yield of U.S. Treasury Notes that will mature in the last
quarter of the guaranteed term; and

- -- The current yield of such U. S. Treasury Notes at the time of withdrawal.

If the current yield is less than the deposit period yield, the MVA will
decrease the amount withdrawn from a guaranteed term to satisfy a transfer or
withdrawal request (the MVA will be positive). If the current yield is greater
than the deposit period yield, the MVA will increase the amount withdrawn from a
guaranteed term (the MVA will be negative or detrimental to the investor).

DEPOSIT PERIOD YIELD

We determine the deposit period yield used in the MVA calculation by considering
interest rates prevailing during the deposit period of the guaranteed term from
which the transfer or withdrawal will be made. First, we identify the Treasury
Notes that mature in the last three months of the guaranteed term. Then, we
determine their yield-to-maturity percentages for the last business day of each
week in the deposit period. We then average the resulting percentages to
determine the deposit period yield.

Treasury Note information may be found each business day in publications such as
the Wall Street Journal, which publishes the yield-to-maturity percentages for
all Treasury Notes as of the preceding business day.

CURRENT YIELD

We use the same Treasury Notes identified for the deposit period yield to
determine the current yield--Treasury Notes that mature in the last three months
of the guaranteed term. However, we use the yield-to-maturity percentages for
the last business day of the week preceding the withdrawal and average those
percentages to get the current yield.

MVA FORMULA

The mathematical formula used to determine the MVA is:

x
----
365

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

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 we calculate MVA, refer to Appendix I.)

We make an adjustment in the formula of the MVA to reflect the period of time
remaining in the guaranteed term from the Wednesday of the week of a withdrawal.

CONTRACT CHARGES
- ----------------------------------------------

Certain charges may be deducted directly or indirectly from the funding options
available under the contract, including the Guaranteed Account.

The contract may have a maintenance fee of up to $30 that we will deduct, on an
annual basis, pro rata from all funding options including the Guaranteed
Account. We may also deduct a maintenance fee upon full withdrawal of a
contract.

The contract may have an early withdrawal charge that we will deduct, if
applicable, upon a full or partial withdrawal from the contract. If the
withdrawal occurs prior to the maturity of a guaranteed term, both the early
withdrawal charge and an MVA may be assessed.

We do not deduct mortality and expense risk charges and other asset-based
charges that may apply to variable funding options from the Guaranteed Account.
These charges are only applicable to the variable funding options.

We may deduct a charge for premium taxes of up to 4% from amounts in the
Guaranteed Account.

During the accumulation phase, transfer fees of up to $10 per transfer may be
deducted from amounts held in or transferred from the Guaranteed Account.

Refer to the contract prospectus for details on contract deductions.

OTHER TOPICS
- ----------------------------------------------

THE COMPANY

We are a stock life insurance company organized under the insurance laws of the
State of Connecticut in 1990 and redomesticated under the insurance laws of the
State of Florida on January 5, 2000. We are an indirect wholly-owned subsidiary
of ING Groep N.V., a global financial institution active in the fields of
insurance, banking and asset management.

Our principal executive offices are located at:
5100 West Lemon Street
Suite 213
Tampa, Florida 33609

INCOME PHASE

The Guaranteed Account may not be used as a funding option during the income
phase. Amounts invested in guaranteed terms must be transferred to one or more
of the options available to fund income payments before income payments can
begin.

An aggregate MVA, as previously described, may be applied to amounts transferred
to fund income payments before the end of a guaranteed term. Amounts used to
fund lifetime income payments will receive either a positive aggregate MVA or
none at all; however, amounts transferred to fund a nonlifetime income payment
option may receive either a positive or negative aggregate MVA.

Refer to the contract prospectus for a discussion of the income phase.

INVESTMENTS

Amounts applied to the Guaranteed Account will be deposited to a nonunitized
separate account established under Florida law. (Prior to January 5, 2000, these
amounts were held in an a nonunitized separate account established under
Connecticut law.) A nonunitized separate account is a separate account in which
the contract holder does not participate in the performance of the assets
through unit values or any other interest. Contract holders allocating funds to
the nonunitized separate account do not receive a unit value of ownership of
assets accounted for in this separate account. The risk of investment gain or
loss is borne entirely by the Company. All Company obligations due to
allocations to the nonunitized separate account are contractual guarantees of
the Company and are accounted for in the separate account. All of the general
assets of the Company are available to meet our contractual guarantees. To the
extent provided for in the applicable contract, the assets of the nonunitized
separate account are not chargeable with liabilities resulting from any other
business of the Company. Income, gains and losses of the separate account are
credited to or charged against the separate account without regard to other
income, gains or losses of the Company.

TYPES OF INVESTMENTS. We intend to invest primarily in investment-grade fixed
income securities including:

- -- Securities issued by the United States Government;

- -- Issues of United States Government agencies or instrumentalities (these
issues may or may not be guaranteed by the United States Government);

- -- Debt securities which have an investment grade, at the time of purchase,
within the four highest grades assigned by Moody's Investors Services, Inc.
(Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA, A or BBB) or any
other nationally-recognized rating service;

- -- Other debt instruments, including those issued or guaranteed by banks or bank
holding companies, and of corporations, which 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; and

- -- 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.

We may invest in futures and options. We purchase financial futures, related
options and options on securities solely for non-speculative hedging purposes.
Should securities prices be expected to decline, we 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 nonunitized separate account.
Similarly, if securities prices are expected to rise, we may purchase a futures
contract or a call option against anticipated positive cash flow or may purchase
options on securities.

WE ARE NOT OBLIGATED TO INVEST THE ASSETS ATTRIBUTABLE TO THE CONTRACT ACCORDING
TO ANY PARTICULAR STRATEGY, EXCEPT AS REQUIRED BY FLORIDA AND OTHER STATE
INSURANCE LAWS. THE GUARANTEED INTEREST RATES ESTABLISHED BY THE COMPANY MAY NOT
NECESSARILY RELATE TO THE PERFORMANCE OF THE NONUNITIZED SEPARATE ACCOUNT.

DISTRIBUTION OF CONTRACTS

Aetna Investment Services, LLC (AIS), a subsidiary of Aetna Life Insurance and
Annuity Company, serves as principal underwriter for the contracts. AIS, a

Delaware limited liability company, is registered as a broker-dealer with the
SEC. AIS is also a member of the National Association of Securities
Dealers, Inc. and the Securities Investor Protection Corporation. AIS' principal
office is located at 151 Farmington Avenue, Hartford, Connecticut 06156.

Certain broker-dealers may be offered special guaranteed rates in connection
with the Guaranteed Account offered through the contracts, and AIS may negotiate
different commissions for these broker-dealers. For additional information, see
the contract prospectus.

TAXATION

You should seek advice from your tax adviser as to the application of federal
(and where applicable, state and local) tax laws to amounts paid to or
distributed under the contract. Refer to the contract prospectus for a
discussion of tax considerations.

TAXATION OF THE COMPANY. We are taxed as a life insurance company under Part I
of Subchapter L of the Internal Revenue Code of 1986, as amended. We own all
assets supporting the contract obligations of the Guaranteed Account. Any income
earned on such assets is considered income to the Company. We do not intend to
make any provision or impose a charge under the contract with respect to any tax
liability of the Company.

TAXATION OF PAYMENTS AND DISTRIBUTIONS. For information concerning the tax
treatment of payments to and distributions from the contract, please refer to
the contract prospectus.

EXPERTS

We have incorporated by reference into Post Effective Amendment No. 7 to the
Registration Statement of which this prospectus is a part and/or into this
prospectus:

- -- The balance sheets of the Company as of December 31, 2000 (Successor Company)
and December 31, 1999 (Preacquisition Company) and the related statements of
income, changes in shareholder's equity and cash flows for the period from
December 1, 2000 to December 31, 2000 (Successor Company), and for the period
from January 1, 2000 to November 30, 2000 and the years ended December 31,
1999 and 1998 (Preacquisition Company) and all related schedules for each of
the years in the three-year period ended December 31, 2000; and

- -- The reports of KPMG LLP covering the December 31, 2000 financial statements
refer to the acquisition, effective November 30, 2000, by ING America
Insurance Holdings Inc. of all of the outstanding stock of Aetna Inc., Aetna
Insurance Company of America's indirect parent and sole shareholder in a
business combination accounted for as a purchase. As a result of the
acquisition, the financial information for the periods after the acquisition
is presented on a different cost basis than that for the periods before the
acquisition and, therefore, is not comparable.

These statements are included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2000. We have relied upon the reports of KPMG LLP,
independent certified public accountants, and upon their authority as experts in
accounting and auditing.

LEGAL MATTERS

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

FURTHER INFORMATION

This prospectus does not contain all of the information contained in the
registration statement of which this prospectus is a part. Portions of the
registration statement have been omitted from this prospectus as allowed by the
Securities and Exchange Commission (SEC). You may obtain the omitted information
from the offices of the SEC, as described below.

We are required by the Securities Exchange Act of 1934 to file periodic reports
and other information with the SEC. You may inspect or copy information
concerning the Company at the Public Reference Room of the SEC at:

Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549

You may also obtain copies of these materials at prescribed rates from the
Public Reference Room of the above office. You may obtain information on the
operation of the Public Reference Room by calling the SEC at either
1-800-SEC-0330 or 1-202-942-8090. You may also find more information about the
Company at www.aetnafinancial.com.

A copy of the Company's annual report on Form 10-K for the year ended
December 31, 2000 accompanies this prospectus. We refer to Form 10-K for a
description of the Company and its business, including financial statements. We
intend to send contract holders annual account statements and other such
legally-required reports. We do not anticipate such reports will include
periodic financial statements or information concerning the Company.

You can find this prospectus and other information the Company files
electronically with the SEC on the SEC's web site at www.sec.gov.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We have incorporated by reference the Company's latest Annual Report on Form
10-K, as filed with the SEC and in accordance with the Securities and Exchange
Act of 1934. The Annual Report must accompany this prospectus. Form 10-K
contains additional information about the Company including certified financial
statements for the latest fiscal year. We were not required to file any other
reports pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Act
since the end of the fiscal year covered by that Form 10-K.

The registration statement for this prospectus incorporates some documents by
reference. We will provide a free copy of any such documents upon the written or
oral request of anyone who has received this prospectus. We will not include
exhibits to those documents unless they are specifically incorporated by
reference into the document. Direct requests to:

ING Aetna Financial Services
151 Farmington Avenue
Hartford, CT 06156
1-800-262-3862

INQUIRIES

You may contact us directly by writing or calling us at the address or phone
number shown above.

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 early withdrawal charge or other fees or
deductions 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.

x
----
365

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

927
----
365

{ (1.08) }
=
-----
{ (1.10) }

=.9545

In this example, the deposit period yield of 8% is less than the current yield
of 10%; therefore, the MVA is less than one. The amount withdrawn from the
guaranteed term is multiplied by this MVA.

If a withdrawal or transfer 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.

x
----
365

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

927
----
365

{ (1.05) }
=
-----
{ (1.06) }

=.9762

In this example, the deposit period yield of 5% is less than the current yield
of 6%; therefore, the MVA is less than one. The amount withdrawn from the
guaranteed term is multiplied by this MVA.

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.

x
----
365

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

927
----
365

{ (1.10) }
=
-----
{ (1.08) }

=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 one. The amount withdrawn from
the guaranteed term is multiplied by this MVA.

If a withdrawal or transfer of a specific dollar amount is requested, the amount
withdrawn from a guaranteed term will be decreased to compensate for 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.

x
----
365

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

927
----
365

{ (1.05) }
=
-----
{ (1.04) }

=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 one. The amount withdrawn from
the guaranteed term is multiplied by this MVA.

APPENDIX II
EXAMPLES OF MARKET VALUE ADJUSTMENT YIELDS
- ------------------------------------------------------------------

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

TABLE A: DEPOSIT PERIOD YIELD OF 10%

CHANGE IN
DEPOSIT
CURRENT PERIOD TIME REMAINING TO
YIELD YIELD MATURITY OF GUARANTEED TERM
- ------- --------- ----------------------------------------------------
8 YEARS 6 YEARS 4 YEARS 2 YEARS 1 YEAR 3 MONTHS
------- ------- ------- ------- ------ --------

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 B: DEPOSIT PERIOD YIELD OF 5%

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Not Applicable

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Florida Statutes chapter 607.0859 governs the indemnification of officers,
directors, employees and agents of a Florida corporation. Section 607.0859(1)
provides that a corporation may indemnify a person who is or was a party to a
proceeding by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation (or in certain other defined
circumstances) against liability (defined as obligations to pay a judgment,
settlement, penalty, fine, including an excise tax assessed with respect to
any employee benefit plan, and expenses actually and reasonably incurred with
respect to the proceeding). Section 607.0859(2) provides that a corporation
may indemnify a person who was or is a party to any proceeding by or in the
right of the corporation to procure a judgment in its favor by reason that
the person is or was connected to the corporation as noted in subsection (1)
against expenses and amounts paid in settlement not exceeding, in the
judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal.
Indemnification under both subsection (1) and (2) is subject to a
determination that the person seeking indemnification has met the standard of
conduct set forth in the applicable subsection. However, pursuant to section
607.0859(3), to the extent that the person seeking indemnification has been
successful in defense of any proceeding, claim or issue referred to in
subsection (1) or (2), that person shall be indemnified against expenses that
he or she actually and reasonably incurred. Expenses incurred by an officer
or director in defending any such proceeding may be paid in advance of the
final disposition of the proceeding, provided that such person undertakes to
repay any such amount if he or she is ultimately found not to be entitled to
indemnification pursuant to section 607.0850. Expenses incurred by other
employees or agents may be advanced upon such terms and conditions deemed
appropriate by the board of directors.

Section 607.0850(4) provides that any indemnification under subsection (1) or
(2), unless made pursuant to a determination by a court, shall be made only
as authorized in the specific case upon a determination that that
indemnification is proper in the circumstances because the party has met the
applicable standard of conduct set forth in subsection (1) or (2). Such
determination may be made (a) by the disinterested directors, pursuant to
section 607.0850(4)(a); (b) by a committee duly designated by the board of
directors, pursuant to section 607.0850(4)(b); (c) by independent legal
counsel, pursuant to section 607.0850(4)(c); or (d) by the shareholders,
pursuant to section 607.0850(4)(d). The reasonableness of expenses and
authorization of indemnification shall be made in the same manner, except as
otherwise required by section 607.0850(5).

The indemnification and advancement of expenses provisions of section
607.0850 are not exclusive, and a corporation may make other or further
provisions for the indemnification or

advancement of expenses of parties identified in section 607.0850(1), except
as otherwise prohibited by section 607.0850(7). Indemnification and
advancement of expenses may also be ordered by a court of competent
jurisdiction, pursuant to section 607.0850(9). Section 607.0850(12)
specifically authorizes a corporation to procure indemnification insurance on
behalf of an individual who was a director, officer, employer or agent of the
corporation. Consistent with this statute, ING Groep N.V. 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
subsidiary, including the Depositor.

ITEM 16. EXHIBITS

Exhibits

(4.1) Variable Annuity Contract (G2-CDA-94(IR))(1)
(4.2) Variable Annuity Contract (G2-CDA-94(NQ))(1)
(4.3) Variable Annuity Contract (G-MP2(5/96))(2)
(4.4) Certificate of Group Annuity Coverage (MP2CERT(5/96))(2)
(4.5) Variable Annuity Contract (G-CDA-GP2(4/94))(3)
(4.6) Variable Annuity Contract (I-CDA-GP2(4/94))(3)
(4.7) Certificate of Group Annuity Coverage (GP2CERT(4/94))(3)
(4.8) Group Variable, Fixed, or Combination Annuity Contract
(Nonparticipating) (G-GP2(5/96))(4)
(4.9) Individual Variable, Fixed or Combination Annuity Contract
(Nonparticipating) (I-GP2(5/96))(4)
(4.10) Variable Annuity Contract (G-GP2(5/97))(3)
(4.11) Variable Annuity Contract (G-MP2(5/97))(5)
(4.12) Variable Annuity Certificate (MP2CERT(5/97))(5)
(4.13) Variable Annuity Contract (IMP2(5/97))(5)
(4.14) Certificate of Group Annuity Coverage (GP2CERT(5/97))(4)
(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, 2000 (File No. 33-81010), as filed with the
Commission on March 30, 2001. Each of the exhibits so listed is incorporated by
reference as indicated in the Form 10-K.
(13) Aetna Insurance Company of America Form 10-K for the fiscal year ended
December 31, 2000
(23) (a) Consent of Independent Auditors
(b) Consent of Legal Counsel (Included in Exhibit (5) above)
(24) (a) Powers of Attorney
(b) Certificate of Resolution Authorizing Signature by Power of Attorney(1)

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. 33-59749), as filed on June 1, 1995.
2. Incorporated by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form N-4 (File No. 33-59749), as filed on
April 16, 1997.
3. Incorporated by reference to Post-Effective Amendment No. 9 to
Registration Statement on Form N-4 (File No. 33-80750), as filed on
April 17, 1998.
4. Incorporated by reference to Post-Effective Amendment No. 8 to
Registration Statement on Form N-4 (File No. 33-80750), as filed on
April 23, 1997.
5. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-59749), as filed on
November 26, 1997.

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;

(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

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. 7 to the Registration Statement on Form S-2
(File No. 333-49581) 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, 2001.

AETNA INSURANCE COMPANY OF AMERICA
(REGISTRANT)

By: Thomas J. McInerney*
------------------------------------
Thomas J. McInerney
President
Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 7 to Registration Statement on Form S-2 has been
signed by the following persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
- --------- ----- ----

Thomas J. McInerney* Director and President )
- ---------------------- (principal executive officer) )
Thomas J. McInerney )
)
Wayne R. Huneke* Director and Chief Financial Officer ) April
- ---------------------- ) 4, 2001
Wayne R. Huneke )
)
Randy Lowery* Director )
- ---------------------- )
Phillip R. Lowery )
)
Robert C. Salipante* Director )
- ---------------------- )
Robert C. Salipante )
)
Mark A. Tullis* Director )
- ---------------------- )
Mark A. Tullis )
)
Deborah Koltenuk* Corporate Controller )
- ---------------------- )
Deborah Koltenuk )

By: /s/ Michael A. Pignatella
----------------------------------------
Michael A. Pignatella
*Attorney-in-Fact

EXHIBIT INDEX

EXHIBIT NO. EXHIBIT
- ----------- -------

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

16(13) Aetna Insurance Company of America Form 10-K for the fiscal year
ended December 31, 2000
-----------

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

16(23)(b) Consent of Legal Counsel *

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

*Included in Exhibit 16(5) above