Exhibit B.9

                         Opinion and Consent of Counsel






                                 Exhibit 99-B.9

[ING LOGO]


AMERICAS

US Legal Services


Michael A. Pignatella
Counsel
(860) 273-0261
Fax: (860) 273-9407
PignatellaM@ING-AFS.com


December 12, 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. 14 TO REGISTRATION STATEMENT ON FORM N-4
       PROSPECTUS TITLE:  GROUP VARIABLE ANNUITY CONTRACTS FOR TAX-DEFERRED
                          ANNUITY PLANS (SECTION 403(b)), QUALIFIED 401 PLANS,
                          AND HR 10 PLANS
       FILE NOS.:  33-75974 AND 811-2513

Dear Sir or Madam:

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. 14. 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.





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/ Michael A. Pignatella

Michael A. Pignatella