EX-99.B.9

                               CONSENT OF COUNSEL





[ING LOGO]


AMERICAS

US Legal Services

J. Neil McMurdie
Counsel
(860) 273-1672
Fax: (860) 273-3227
McMurdieJN@ING-AFS.com

July 10, 2001

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

RE:  AETNA LIFE INSURANCE AND ANNUITY COMPANY AND ITS VARIABLE ANNUITY ACCOUNT C
     POST-EFFECTIVE AMENDMENT NO. 24 TO REGISTRATION STATEMENT ON FORM N-4
     PROSPECTUS TITLE: AETNA INDIVIDUAL RETIREMENT ANNUITY
     FILE NOS. 33-75988* AND 811-2513

Ladies and Gentlemen:

The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").

In connection with this opinion, I have reviewed the N-4 Registration Statement,
as amended to the date hereof, and this Post-Effective Amendment No. 24. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering 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, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.



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*    Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
     included a combined prospectus under this Registration Statement which
     includes all the information which would currently be required in
     prospectuses relating to the securities covered by the following earlier
     Registration Statements: 33-75972; 33-76024; and 33-89858.


Hartford Site                            ING North America Insurance Corporation
151 Farmington Avenue, TS31
Hartford, CT 06156-8975




Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.

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

Sincerely,

/s/ J. Neil McMurdie

J. Neil McMurdie