EXHIBIT 16(a)(5)

151 Farmington Avenue                         Susan E. Bryant
Hartford, CT 06156                            Counsel
                                              Law & Regulatory Affairs, RE4C
                                              (860) 273-7834
                                              Fax: (860) 273-8340



April 15, 1996

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

Re: Aetna Life Insurance and Annuity Company
    Post-Effective Amendment No. 7 to Registration Statement on Form S-1
    File No. 33-34583
    Prospectus Title: ALIAC Guaranteed Account


Dear Sirs:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I 
have represented the Company in connection with the ALIAC Guaranteed Account 
(the "Guaranteed Account"), a guaranteed interest option available under 
certain variable annuity contracts, and the Form S-1 Registration Statement 
relating to such account.

In connection with such representation, I have reviewed Post-Effective 
Amendment No. 7 to the Registration Statement for the Guaranteed Account, 
including the prospectus, and relevant proceedings of the Board of Directors.

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

I further consent to the use of this opinion as an exhibit to the 
Registration Statement and to my being named under the caption "Legal 
Matters" therein.

Sincerely,


/s/  Susan E. Bryant
- - -----------------------
Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company