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 Insurance Company of America
      Post-Effective Amendment No. 1 to Registration Statement on Form S-2
      File No. 33-63657
      Prospectus Title:  Aetna Multi-Rate Annuity

Dear Sirs:

As Counsel of Aetna Insurance Company of America (the "Company"), I have
represented the Company in connection with the Aetna Multi-Rate Annuity (the
"Aetna Multi-Rate Annuity"), under the Securities Act of 1933, as amended. In
connection with such representation, I have reviewed Post-Effective Amendment
No. 1 to the Registration Statement on Form S-2 relating to such annuity,
including the prospectus, and relevant proceedings of the Board of Directors.

Based upon this review, and assuming the securities represented by the Company
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 Insurance Company of America



Op63657.doc 4/8/96 8:51 PM