{Aetna Letterhead]

[Aetna logo]        151 Farmington Avenue      Susan E. Bryant
                    Hartford, CT  06156        Counsel
                                               Law Division, RE4A
                                               Investments & Financial Services
                                               (860) 273-7834
                                               Fax: (860) 273-8340

April 4, 1997


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

Re:      Aetna Insurance Company of America
         Post-Effective Amendment No. 2 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
"Annuity") available under certain variable annuity contracts and the S-2
Registration Statement relating to such Annuity.

In connection with such representation, I have reviewed Post-Effective Amendment
No. 2 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.

Sincerely,

/s/Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Insurance Company of America