First Amendment to Fund Participation Agreement

                                  EX-99.B.8.39

                                 First Amendment
                                       to
                          Fund Participation Agreement


                                   WITNESSETH:


       WHEREAS, Aetna Life Insurance and Annuity Company ("ALIAC"), Xxxxxxxxxxx
Funds, Inc. (the "Adviser") and Xxxxxxxxxxx Variable Account Funds (the "Fund")
have entered into a Fund Participation Agreement dated March 11, 1997; and

       WHEREAS, ALIAC, the Adviser and the Fund desire to include ALIAC's
Variable Life Separate Account C to Schedule A;

       NOW, THEREFORE, in consideration of the premises and mutual covenants and
promises contained herein, the parties agree:

              1.    That Schedule A is hereby amended to include ALIAC's
                    Variable Life Separate Account C.

              2.    The Agreement, as modified by this Amendment, is ratified
                    and confirmed.


       IN WITNESS WHEREOF, the undersigned have executed this First Amendment by
their duly authorized officers as of the 1st day of December, 1999.


AETNA LIFE INSURANCE AND                    XXXXXXXXXXX VARIABLE ACCOUNT
ANNUITY COMPANY                              FUNDS


By:    /s/ Xxxxxx X. XxXxxxx                By:    /s/ Xxxxxx X. Xxxxxxx
       ---------------------                       ----------------------------
Name:  Xxxxxx X. XxXxxxx                    Name:  Xxxxxx X. Xxxxxxx
Title: Vice President                       Title: Vice President and Secretary


XXXXXXXXXXX FUNDS, INC.


By:    /s/  Xxxxxx X. Xxxxxxx
       ------------------------
Name:  Xxxxxx X. Xxxxxxx
Title: Executive Vice President








                                   SCHEDULE A
                        (Amended as of December 1, 1999)

    Aetna Life Insurance and Annuity Company Variable Life Separate Account C