Second Amendment to Fund Participation Agreement

                                  EX-99.B.8.28

                                Second Amendment
                                       to
                          Fund Participation Agreement


                                   WITNESSETH:


       WHEREAS, Aetna Life Insurance and Annuity Company ("ALIAC"), Janus
Capital Corporation (the "Adviser") and Janus Aspen Series (the "Fund") have
entered into a Fund Participation Agreement dated December 8, 1997 and amended
on October 12, 1998; 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 Second Amendment
by their duly authorized officers as of the 1st day of December, 1999.



AETNA LIFE INSURANCE AND ANNUITY COMPANY        JANUS ASPEN SERIES


By     /s/  Xxxxxx X. XxXxxxx                   By     /s/  Xxxxxx X. Xxxx
       ----------------------                          ------------------------
Name   Xxxxxx X. XxXxxxx                        Name   Xxxxxx X. Xxxx
Title  Vice President                           Title  Assistant Vice President


JANUS CAPITAL CORPORATION


By     /s/  Xxxxxx X. Xxxx
       ------------------------
Name   Xxxxxx X. Xxxx
Title  Assistant Vice President








                                   SCHEDULE A
                        (Amended as of December 1, 1999)

    Aetna Life Insurance and Annuity Company Variable Life Separate Account C