TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES, 485BPOS, 1998-04-13

TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
485BPOS, 1998-04-13

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<PAGE> 1
Registration No. 333-23327
811-07463

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Post-Effective Amendment No. 7

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
------------------------------------------------
(Exact name of Registrant)

THE TRAVELERS LIFE AND ANNUITY COMPANY
--------------------------------------
(Name of Depositor)

ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183
----------------------------------------------
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including area code: (860) 277-0111
--------------

ERNEST J. WRIGHT
Secretary
The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183
----------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box):

immediately upon filing pursuant to paragraph (b) of Rule 485
- -----------
X on May 1, 1998 pursuant to paragraph (b) of Rule 485
- -----------
60 days after filing pursuant to paragraph (a)(1) of Rule 485
- -----------
on ___________ pursuant to paragraph (a)(1) of Rule 485
- -----------

If appropriate, check the following box:

this post-effective amendment designates a new effective date for a
- ------ previously filed post-effective amendment.

<PAGE> 2
THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES

Cross-Reference Sheet

Form N-4

<TABLE>
<CAPTION>
ITEM
NO. CAPTION IN PROSPECTUS
- --- ---------------------

<S> <C> <C>
1. Cover Page Prospectus
2. Definitions Glossary of Special Terms
3. Synopsis Prospectus Summary
4. Condensed Financial Information Condensed Financial Information
5. General Description of Registrant, The Insurance Company; The Separate
Depositor, and Portfolio Companies Account and the Funding Options; Voting
Rights
6. Deductions (and Expenses) Fee Table; Charges and Deductions;
Distribution of Variable Annuity Contracts
7. General Description of Variable The Contract; Ownership Provisions; Transfers
Annuity Contracts
8. Annuity Period The Annuity Period; Payment Options
9. Death Benefit Death Benefit
10. Purchases and Contract Value The Contract
11. Redemptions Surrenders and Redemptions; Miscellaneous
Contract Provisions; The Contract
12. Taxes Federal Tax Considerations
13. Legal Proceedings Legal Proceedings and Opinions
14. Table of Contents of Statement Appendix D
of Additional Information

CAPTION IN STATEMENT OF ADDITIONAL
INFORMATION
----------------------------------
15. Cover Page Statement of Additional Information
16. Table of Contents Table of Contents
17. General Information and History The Insurance Company
18. Services Principal Underwriter; Distribution and
Management Agreement
19. Purchase of Securities Being Offered Valuation of Assets
20. Underwriters Principal Underwriter
21. Calculation of Performance Data Performance Information
22. Annuity Payments Not Applicable
23. Financial Statements Financial Statements
</TABLE>
<PAGE> 3

PART A

Information Required in a Prospectus
<PAGE> 4

TRAVELERS ACCESS SELECT (ABD II)

VARIABLE ANNUITY CONTRACT PROFILE
MAY 1, 1998

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE FULLY
DESCRIBED IN THE FULL PROSPECTUS WHICH IS ATTACHED TO THIS PROFILE. PLEASE READ
THE PROSPECTUS CAREFULLY. THE TERMS "WE," "US," "OUR" AND THE "COMPANY" REFER TO
THE TRAVELERS LIFE AND ANNUITY COMPANY. "YOU" AND "YOUR" REFER TO THE CONTRACT
OWNER.

1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by the Travelers Life
and Annuity Company is a variable annuity that is intended for retirement
savings or other long-term investment purposes. The Contract provides a death
benefit as well as guaranteed income options. The contract may be issued as an
individual Contract or as a group Contract. In states where only group Contracts
are available, you will be issued a certificate summarizing the provisions of
the group contract. For convenience, we refer to both Contracts and certificates
as "Contracts." Under a qualified Contract, you can make one or more payments,
as you choose, on a tax-deferred basis. Under a nonqualified Contract, you can
make one or more payments with after-tax dollars. You direct your payment(s) to
one or more of the variable funding options listed in Section 4 and/or to the
Fixed Account. We guarantee money directed to the Fixed Account as to principal
and interest. The variable funding options are designed to produce a higher rate
of return than the Fixed Account; however, this is not guaranteed. You may also
lose money in the variable funding options.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. During the accumulation phase, under a
qualified contract, your pre-tax contributions accumulate on a tax-deferred
basis and are taxed as income when you make a withdrawal, presumably when you
are in a lower tax bracket. During the accumulation phase, under a nonqualified
contract, earnings on your after-tax contributions accumulate on a tax-deferred
basis and are taxed as income when you make a withdrawal. The income phase
occurs when you begin receiving payments from your Contract. The amount of money
you accumulate in your Contract determines the amount of income (annuity
payments) you receive during the income phase.

2. ANNUITY PAYMENTS (THE INCOME PHASE). You may choose to receive annuity
payments from the Fixed Account or the variable funding options. If you want to
receive payments from your annuity, you can choose one of the following annuity
options: Option 1 -- payments for your life (life annuity) -- assuming that you
are the annuitant; Option 2 -- payments for your life with an added guarantee
that payments will continue to your beneficiary for a certain number of months
(120, 180 or 240, as you select), if you should die during that period; Option
3 -- Joint and Last Survivor Life Annuity, in which payments are made for your
life and the life of another person (usually your spouse). Option 3 can also be
elected with payments continuing at a reduced rate after the death of one payee.
There are also two Income Options: Fixed Amount -- the contract value will be
paid to you in equal payments; or Fixed Period -- the contract value will be
used to make payments for a fixed time period. If you should die before the end
of the Fixed Period, the remaining amount would go to your beneficiary.

Once you make an election of an annuity option or an income option and begin to
receive payments, it cannot be changed. During the income phase, you have the
same investment choices you had during the accumulation phase. If amounts are
directed to the variable funding options, the dollar amount of your payments may
increase or decrease.

3. PURCHASE. You may purchase the Contract with an initial payment of at least
$20,000. You may make additional payments of at least $500 at any time during
the accumulation phase. (In some states, additional payments are not allowed.)

WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with (1) individual nonqualified purchases; (2) rollovers from
Individual Retirement Annuities (IRAs); and (3) rollovers from other qualified
retirement plans. Qualified contracts include
<PAGE> 5

contracts qualifying under Section 401(a), 403(b), or 408(b) of the Internal
Revenue Code of 1986, as amended.

4. INVESTMENT OPTIONS. You can direct your money into the Fixed Account or any
or all of the following funding options. The funding options are described in
the prospectuses for the funds. Depending on market conditions, you may make or
lose money in any of these options:

Capital Appreciation Fund
Money Market Portfolio
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Appreciation Portfolio
Diversified Strategic Income Portfolio
Total Return Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated High Yield Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Emerging Growth Portfolio
MFS Mid Cap Growth Portfolio
Travelers Quality Bond Portfolio
WARBURG PINCUS TRUST
Emerging Markets Portfolio

5. EXPENSES. The Contract has insurance features and investment features, and
there are costs related to each. For Contracts with a value of less than
$40,000, the Company deducts an annual contract administrative charge of $30.
The annual insurance charge is 1.25% of the amounts you direct to the funding
options and a related sub-account administrative charge of .15% annually is
charged.

Each funding option has a charge for investment management and other expenses.
The charges, which vary by funding option, range from 0.40% to 1.40% annually,
of the average daily net asset balance of the funding option.

If you withdraw amounts under the contract, or if you begin receiving annuity
payments, the Company may be required by your state to deduct a premium tax of
0%-5%.

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the mortality and expense risk
charge, the sub-account administrative charge, and reflects the $30 annual
contract administrative charge as .014%. The "Total Annual Funding Option
Expenses" column reflects the investment charges for each portfolio, including
any expense waiver or reimbursement. The column "Total Annual Charges" reflects
the sum of the previous two columns. The columns under the heading "Examples"
show you how much you would pay under the Contract for a one-year period and for
a 10-year period. As required by the SEC, the examples assume that you invested
$1,000 in a Contract that earns 5% annually and that you withdraw your money at
the end of year 1 and at the end of year 10. For years 1 and 10, the examples
show the total annual charges assessed during that time. For these examples, the
premium tax is assumed to be 0%.

ii
<PAGE> 6

<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
ANNUAL FUNDING TOTAL AT END OF:
INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Capital Appreciation Fund.............................. 1.41% 0.84% 2.25% $23 $259
Money Market Portfolio................................. 1.41% 0.40% 1.81% 18 213
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series........................................ 1.41% 0.85% 2.26% 23 260
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio..................... 1.41% 0.80% 2.21% 22 255
Small Cap Portfolio................................ 1.41% 0.78% 2.19% 22 253
GREENWICH STREET SERIES FUND
Appreciation Portfolio............................. 1.41% 1.00% 2.41% 24 275
Diversified Strategic Income Portfolio............. 1.41% 0.98% 2.39% 24 273
Total Return Portfolio............................. 1.41% 0.79% 2.20% 22 254
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund........... 1.41% 1.00% 2.41% 24 275
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio.......................... 1.41% 0.82% 2.23% 23 257
MFS Total Return Portfolio......................... 1.41% 0.86% 2.27% 23 261
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio......................... 1.41% 0.80% 2.21% 22 255
Disciplined Mid Cap Stock Portfolio................ 1.41% 0.95% 2.36% 24 270
Disciplined Small Cap Stock Portfolio.............. 1.41% 1.00% 2.41% 24 275
Equity Income Portfolio............................ 1.41% 0.95% 2.36% 24 270
Federated High Yield Portfolio..................... 1.41% 0.95% 2.36% 24 270
Federated Stock Portfolio.......................... 1.41% 0.95% 2.36% 24 270
Large Cap Portfolio................................ 1.41% 0.95% 2.36% 24 270
Lazard International Stock Portfolio............... 1.41% 1.25% 2.66% 27 300
MFS Emerging Growth Portfolio...................... 1.41% 0.95% 2.36% 24 270
MFS Mid Cap Growth Portfolio....................... 1.41% 1.00% 2.41% 24 275
Travelers Quality Bond Portfolio................... 1.41% 0.75% 2.16% 22 250
WARBURG PINCUS TRUST
Emerging Markets Portfolio......................... 1.41% 1.40% 2.81% 28 314
</TABLE>

6. TAXES. The payments you make to a qualified Contract during the accumulation
phase are made with before-tax dollars. You will be taxed on your purchase
payments and on any earnings when you make a withdrawal or begin receiving
annuity or income payments. Under a nonqualified Contract, payments to the
Contract are made with after-tax dollars, and any earnings will accumulate
tax-deferred. You will be taxed on these earnings when they are withdrawn from
the Contract.

For owners of qualified Contracts, if you reach a certain age, you may be
required by federal tax laws to begin receiving payments from your annuity or
risk paying a penalty tax. In those cases, we can calculate and pay you the
minimum required distribution amounts. If you are younger than 59 1/2 when you
take money out, you may be charged a 10% federal penalty tax on the amount
withdrawn.

7. ACCESS TO YOUR MONEY. You can take withdrawals any time during the
accumulation phase. While there is no withdrawal charge, income taxes and a
penalty tax may apply to taxable amounts withdrawn.

8. PERFORMANCE. The value of the Contract will vary depending upon the
investment performance of the funding options you choose. The following chart
shows total returns for each funding option for the time periods shown. These
rates of return reflect the insurance charges, administrative charge, investment
charges and all other expenses of the funding option. The rates of return do not
reflect any applicable taxes, which, if applied, would reduce such performance.
Past performance is not a guarantee of future results.

iii
<PAGE> 7

LAST TEN CALENDAR YEARS (OR FULL YEARS SINCE INCEPTION):

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
PORTFOLIO NAME 1997
- ------------------------------------------------------------------------
<S> <C>
Capital Appreciation Fund................................... 24.36%
Money Market Portfolio...................................... 3.59%
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio................................. 27.22%
MFS Total Return Portfolio................................ 19.55%
THE TRAVELERS SERIES TRUST
Equity Income Portfolio................................... 30.47%
Federated High Yield Portfolio............................ 13.84%
Federated Stock Portfolio................................. 31.66%
Large Cap Portfolio....................................... 21.72%
Lazard International Stock Portfolio...................... 6.61%
MFS Emerging Growth Portfolio............................. 19.33%
Travelers Quality Bond Portfolio.......................... 5.64%
</TABLE>

Those funding options not illustrated above do not yet have one full year of
performance history in this Separate Account.

9. DEATH BENEFIT. The death benefit applies upon the first death of the owner,
joint owner, or annuitant. Assuming you are the Annuitant, the death benefit is
as follows: If you die before the Contract is in the income phase, the person
you have chosen as your beneficiary will receive a death benefit. The death
benefit paid depends on your age at the time of your death. The death benefit
value is calculated at the close of the business day on which the Company's Home
Office receives due proof of death. If you die on or before age 75, the person
you have selected as the beneficiary will receive an amount equal to the
greatest of the following:

1) the contract value;

2) the total purchase payments made under the Contract; or

3) the contract value on the latest fifth contract year anniversary
before the Company receives due proof of death.

If you die after age 75 but before age 85 (90 in Florida) and before the
contract maturity date, the beneficiary will receive

1) the contract value;

2) total purchase payments made under the Contract; or

3) the Contract value on the latest fifth contract year anniversary
occurring on or before the annuitant's 75th birthday;

If you die on or after age 85 and before the maturity date, the death benefit
will equal the Contract value.

NOTE: In all cases described above, amounts will be reduced by loans
outstanding, premium taxes owed and partial withdrawals not previously deducted.
This death benefit may not be available in all states. Certain states may have
varying age requirements. The death benefit applies upon the first death of the
owner, joint owner, or annuitant. Please refer to the Contract prospectus for
more details.

10. OTHER INFORMATION

iv
<PAGE> 8

payment will be refunded; during the remainder of the right to return period,
the Contract value (including charges) will be refunded. The Contract value will
be determined at the close of business on the day we receive a written request
for a refund.

TRANSFERS BETWEEN FUNDING OPTIONS. You can transfer between the funding options
as frequently as you wish without any current tax implications. Currently there
is no charge for transfers, nor a limit to the number of transfers allowed. The
Company may, in the future, charge a fee for any transfer request, or limit the
number of transfers allowed. The Company, at the minimum, would always allow one
transfer every six months. You may transfer between the Fixed Account and the
funding options twice a year (during the 30 days after the six-month contract
date anniversary), provided the amount is not greater than 15% of the Fixed
Account Value on that date.

ADDITIONAL FEATURES. This Contract has other features you may be interested in.
These include:

DOLLAR COST AVERAGING. This is a program that allows you to invest a fixed
amount of money in funding options each month, theoretically giving you a lower
average cost per unit over time than a single one-time purchase. Dollar Cost
Averaging requires regular investments regardless of fluctuating price levels,
and does not guarantee profits or prevent losses in a declining market.
Potential investors should consider their financial ability to continue
purchases through periods of low price levels.

SYSTEMATIC WITHDRAWAL OPTION. Before the maturity date, you can arrange to
have money sent to you at set intervals throughout the year. Of course, any
applicable charges and taxes will apply on amounts withdrawn.

AUTOMATIC REBALANCING. You may elect to have the Company periodically
reallocate the values in your Contract to match your original (or your latest)
funding option allocation request.

11. INQUIRIES. If you need more information, please contact us at (800)
842-8573 or:
Travelers Life and Annuity Company
Annuity Services
One Tower Square
Hartford, CT 06183

v
<PAGE> 9

TRAVELERS ACCESS SELECT PROSPECTUS:

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES

This prospectus describes TRAVELERS ACCESS SELECT, a flexible premium variable
annuity contract (the "Contract") issued by The Travelers Life and Annuity
Company (the "Company," "we" or "our"). The Contract is available in connection
with certain retirement plans that qualify for special federal income tax
treatment ("qualified Contracts") as well as those that do not qualify for such
treatment ("nonqualified Contracts"). Travelers Access Select may be issued as
an individual Contract or as a group Contract. In states where only group
Contracts are available, you will be issued a certificate summarizing the
provisions of the group Contract. For convenience, this prospectus refers to
both Contracts and certificates as "Contracts."

You can choose to have your purchase payments accumulate on a fixed basis (i.e.,
a Fixed Account funded through the Company's general account) and/or a variable
basis (i.e., one or more of the sub-accounts ("funding options") of the
Travelers Fund ABD II for Variable Annuities ("Fund ABD II")). Your contract
value will vary daily to reflect the investment experience of the funding
options you select and any interest credited to the Fixed Account. The variable
funding options currently available are:

The Fixed Account is described in Appendix B. Unless specified otherwise, this
prospectus refers to the variable funding options. The contracts and/or some of
the funding options may not be available in all states. THIS PROSPECTUS IS VALID
ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR THE VARIABLE FUNDING
OPTIONS. THESE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about Fund ABD II by
requesting a copy of the Statement of Additional Information ("SAI") dated May
1, 1998. The SAI has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this prospectus. To request a
copy, write to The Travelers Life and Annuity Company, Annuity Services, One
Tower Square, Hartford, Connecticut 06183, call (800) 842-8573 or access the
SEC's website (http://www.sec.gov). The contents of the SAI appears in Appendix
C of this prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTMENT.

PROSPECTUS DATED MAY 1, 1998
<PAGE> 10

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................. 2
FEE TABLE.............................. 3
CONDENSED FINANCIAL INFORMATION........ 5
THE ANNUITY CONTRACT................... 5
Purchase Payments...................... 5
Accumulation Units..................... 5
The Funding Options.................... 5
Substitutions and Additions............ 7
CHARGES AND DEDUCTIONS................. 8
Administrative Charges................. 8
Mortality and Expense Risk Charge...... 8
Reduction or Elimination of Contract
Charges.............................. 8
Funding Option Expenses................ 8
Premium Tax............................ 8
Changes in Taxes Based Upon Premium or
Value................................ 9
OWNERSHIP PROVISIONS................... 9
Types of Ownership..................... 9
Beneficiary............................ 9
Annuitant.............................. 9
TRANSFERS.............................. 10
Dollar Cost Averaging.................. 10
ACCESS TO YOUR MONEY................... 10
Systematic Withdrawals................. 10
Loans.................................. 11
DEATH BENEFIT.......................... 11
Death Proceeds Before the Maturity
Date................................. 11
Payment of Proceeds.................... 11
Death Proceeds After the Maturity
Date................................. 12
THE ANNUITY PERIOD..................... 12
Maturity Date.......................... 12
Allocation of Annuity.................. 13
Variable Annuity....................... 13
Fixed Annuity.......................... 13
PAYMENT OPTIONS........................ 13
Election of Options.................... 13
Annuity Options........................ 14
Income Options......................... 15
MISCELLANEOUS CONTRACT PROVISIONS...... 15
Right to Return........................ 15
Termination............................ 15
Required Reports....................... 15
Suspension of Payments................. 16
Transfers of Contract Values to Other
Annuities............................ 16
THE SEPARATE ACCOUNT................... 16
Mixed and Shared Funding............... 16
Performance Information................ 16
FEDERAL TAX CONSIDERATIONS............. 17
General Taxation of Annuities.......... 17
Types of Contracts: Qualified or
Nonqualified......................... 17
Nonqualified Annuity Contracts......... 17
Qualified Annuity Contracts............ 18
Penalty Tax for Premature
Distributions........................ 18
Diversification Requirements for
Variable Annuities................... 18
Ownership of the Investments........... 18
Mandatory Distributions for Qualified
Plans................................ 19
OTHER INFORMATION...................... 19
The Insurance Company.................. 19
IMSA................................... 19
Year 2000 Compliance................... 20
Distribution of Variable Annuity
Contracts............................ 20
Conformity with State and Federal
Laws................................. 20
Voting Rights.......................... 20
Legal Proceedings And Opinions......... 21
APPENDIX A: Condensed Financial
Information.......................... 22
APPENDIX B: The Fixed Account.......... 23
APPENDIX C: Contents of the Statement
of Additional Information............ 24
</TABLE>

INDEX OF SPECIAL TERMS

The following terms are italicized throughout the prospectus. Refer to the page
listed for an explanation of each term.

<TABLE>
<S> <C>
Accumulation Unit...................... 5
Accumulation Period.................... 5
Annuitant.............................. 9
Annuity Payments....................... 5
Annuity Unit........................... 8
Contract Date.......................... 5
Contract Owner (You, Your)............. 5
Contract Value......................... 5
Contract Year.......................... 5
Fixed Account.......................... 22
Funding Option(s)...................... 5
Income Payments........................ 5
Maturity Date.......................... 5
Purchase Payment....................... 5
Written Request........................ 5
</TABLE>

2
<PAGE> 11

FUND ABD II FEE TABLE
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Annual Contract Administrative Charge
(Waived if contract value is $40,000 or more) $30
ANNUAL SEPARATE ACCOUNT CHARGES:
(as a percentage of the average daily net assets of the
Separate Account)
Mortality and Expense Risk Charge................... 1.25%
Administrative Expense Charge....................... 0.15%
-----
Total Separate Account Charges................... 1.40%
FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the Funding
Option as of December 31, 1997, unless otherwise noted)
</TABLE>

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL
(AFTER EXPENSE (AFTER EXPENSE UNDERLYING
PORTFOLIO NAME: REIMBURSEMENT) REIMBURSEMENT) FUND EXPENSES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital Appreciation Fund............................... 0.75% 0.09% 0.84%
Money Market Portfolio.................................. 0.32% 0.08%(1) 0.40%
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series......................................... 0.75% 0.10%(2) 0.85%
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio...................... 0.75% 0.05% 0.80%
Small Cap Portfolio................................. 0.75% 0.03% 0.78%
GREENWICH STREET SERIES FUND
Appreciation Portfolio.............................. 0.75% 0.25% 1.00%
Diversified Strategic Income Portfolio.............. 0.65% 0.33% 0.98%
Total Return Portfolio.............................. 0.55% 0.24% 0.79%
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund............ 0.70% 0.30%(3) 1.00%
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio........................... 0.80% 0.02%(4) 0.82%
MFS Total Return Portfolio.......................... 0.80% 0.06%(4) 0.86%
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio.......................... 0.60% 0.20%(5) 0.80%
Disciplined Mid Cap Stock Portfolio................. 0.70% 0.25%(6) 0.95%
Disciplined Small Cap Stock Portfolio............... 0.80% 0.20%(5) 1.00%
Equity Income Portfolio............................. 0.75% 0.20%(6) 0.95%
Federated High Yield Portfolio...................... 0.65% 0.30%(6) 0.95%
Federated Stock Portfolio........................... 0.63% 0.32%(6) 0.95%
Large Cap Portfolio................................. 0.75% 0.20%(6) 0.95%
Lazard International Stock Portfolio................ 0.83% 0.42%(6) 1.25%
MFS Emerging Growth Portfolio....................... 0.75% 0.20%(6) 0.95%
MFS Mid Cap Growth Portfolio........................ 0.80% 0.20%(5) 1.00%
Travelers Quality Bond Portfolio.................... 0.32% 0.43%(6) 0.75%
WARBURG PINCUS TRUST
Emerging Markets Portfolio.......................... 0.45% 0.95%(7) 1.40%
</TABLE>

NOTES:

The purpose of the Fee Table is to assist contract owners in understanding the
various costs and expenses that a contract owner will bear, directly or
indirectly. See "Charges and Deductions" in this prospectus for additional
information. Expenses shown do not include premium taxes, which may be
applicable. "Other Expenses" include operating costs of the fund. These expenses
are reflected in each funding option's net asset value and are not deducted from
the account value under the Contract.

(1) Other Expenses have been restated to reflect the current expense
reimbursement arrangement with The Travelers Insurance Company. Travelers
has agreed to reimburse the Fund for the amount by which its aggregate
expenses (including the management fee, but excluding brokerage commissions,
interest charges and taxes) exceeds 0.40%. Without such arrangement, Total
Expenses would have been 1.39% for the TRAVELERS MONEY MARKET PORTFOLIO.

3
<PAGE> 12

(2) The adviser for the DELAWARE REIT SERIES has agreed to voluntarily waive its
fee and pay the expenses of the Series to the extent that the Series' annual
operating expenses, exclusive of taxes, interest, brokerage commissions and
extraordinary expenses, do not exceed 0.85% of its average daily net assets
through June 30, 1998.

(3) The amounts set forth for Other Expenses are based on estimates for the
current fiscal year and will include fees for shareholder services,
administrative fees, custodial fees, legal and accounting fees, printing
costs and registration fees. These expenses reflect the voluntary agreement
by the Fund's adviser to impose an expense cap of 1.00% for the fiscal year
ending December 31, 1998 on the total operating expenses of the Fund
(exclusive of taxes, interest and extraordinary expenses such as litigation
and indemnification expenses). Absent such agreement, the ratio of other
expenses and total operating expenses to the average daily net assets would
be 1.91% and 2.61%, respectively, for the SALOMON BROTHERS VARIABLE
INVESTORS FUND.

(4) Other expenses are as of October 31, 1997 (the Fund's fiscal year end).
There were no fees waived or expenses reimbursed for these portfolios in
1997.

(5) Other Expenses are based on estimates for the current fiscal year and will
include fees for shareholder services, administrative fees, custodial fees ,
legal and accounting fees, printing costs and registration fees.
Additionally, these fees reflect a voluntary expense reimbursement
arrangement by Travelers to reimburse the Portfolios for the amount by which
their aggregate total operating expenses exceed 1.00% for the DISCIPLINED
SMALL CAP STOCK PORTFOLIO and MFS MID CAP GROWTH PORTFOLIO; and 0.80% for
the CONVERTIBLE BOND PORTFOLIO. These expenses have been illustrated at a
limit which the Portfolios' adviser believes to be in line with the actual
projected expenses of the Portfolios.

(6) Other Expenses reflect the current expense reimbursement arrangement with
Travelers where Travelers has agreed to reimburse the Portfolios for the
amount by which their aggregate expenses (including management fees, but
excluding brokerage commissions, interest charges and taxes) exceeds 0.95%
(1.25% for the Lazard International Stock Portfolio and 0.75% for the
Quality Bond Portfolio). Without such arrangements, the Total Funding Option
Expenses for the Portfolios would have been as follows: 1.05% for MFS
EMERGING GROWTH PORTFOLIO; 1.10% for FEDERATED HIGH YIELD PORTFOLIO; 1.14%
for FEDERATED STOCK PORTFOLIO; 1.90% for EQUITY INCOME PORTFOLIO; 2.65% for
LARGE CAP PORTFOLIO; 1.82% for DISCIPLINED MID CAP STOCK PORTFOLIO; 1.76%
for LAZARD INTERNATIONAL STOCK PORTFOLIO; and 1.13% for TRAVELERS QUALITY
BOND PORTFOLIO.

(7) The WARBURG PINCUS EMERGING MARKETS PORTFOLIO'S investment advisor and
co-administrator have agreed to limit the Portfolio's total operating
expenses to 1.40% through December 31, 1998. Absent this waiver of fees, the
Portfolio's management fees, other expenses and total operating expenses
would equal 1.25%, 0.95% and 2.20%, respectively. The Portfolio's other
expenses are based on annualized estimates of expenses for the fiscal year
ending December 31, 1998, net of any fee waivers or expense reimbursements.

EXAMPLE*

Assuming a 5% annual return on assets, a $1,000 investment would be subject to
the following expenses:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED, ANNUITIZED
OR IF NO WITHDRAWALS HAVE BEEN MADE:
-----------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Capital Appreciation Fund................................... $23 $70 $121 $259
Money Market Portfolio...................................... 18 57 98 213
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series.............................................. 23 71 121 260
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio........................... 22 69 119 255
Small Cap Portfolio...................................... 22 69 118 253
GREENWICH STREET SERIES FUND
Appreciation Portfolio................................... 24 75 129 275
Diversified Strategic Income Portfolio................... 24 75 128 273
Total Return Portfolio................................... 22 69 118 254
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund................. 24 75 129 275
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio................................ 23 70 120 257
MFS Total Return Portfolio............................... 23 71 122 261
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio............................... 22 69 119 255
Disciplined Mid Cap Stock Portfolio...................... 24 74 126 270
Disciplined Small Cap Stock Portfolio.................... 24 75 129 275
Equity Income Portfolio.................................. 24 74 126 270
Federated High Yield Portfolio........................... 24 74 126 270
Federated Stock Portfolio................................ 24 74 126 270
Large Cap Portfolio...................................... 24 74 126 270
Lazard International Stock Portfolio..................... 27 83 141 300
MFS Emerging Growth Portfolio............................ 24 74 126 270
MFS Mid Cap Growth Portfolio............................. 24 75 129 275
Travelers Quality Bond Portfolio......................... 22 68 116 250
WARBURG PINCUS TRUST
Emerging Markets Portfolio............................... 28 87 149 314
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE REFLECTS THE $30 ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL
CHARGE OF 0.014% OF ASSETS.

4
<PAGE> 13

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
See Appendix A.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

Travelers Access Select is a contract between you, the contract owner, and
Travelers Life and Annuity Company (called "us" or the "Company"). Under this
contract, you make purchase payments to us and we credit them to your Contract.
The Company promises to pay you an income, in the form of annuity or income
payments, beginning on a future date that you choose, the maturity date. The
purchase payments accumulate tax deferred in the funding options of your choice.
We offer multiple variable funding options, and one fixed account option. You
assume the risk of gain or loss according to the performance of the variable
funding options. The contract value is the amount of purchase payments, plus or
minus any investment experience or interest. The contract value also reflects
all surrenders made and charges deducted. There is generally no guarantee that
at the maturity date the contract value will equal or exceed the total purchase
payments made under the Contract. The date the contract and its benefits became
effective is referred to as the contract date. Each 12-month period following
the contract date is called a contract year.

Certain changes and elections must be made in writing to the Company. Where the
term "written request" is used, it means that written information must be sent
to the Company's Home Office in a form and content satisfactory to us.

PURCHASE PAYMENTS

The initial purchase payment must be at least $20,000. Additional payments of at
least $500 may be made under the Contract at any time. Under certain
circumstances, we may waive the minimum purchase payment requirement. Purchase
payments over $1,000,000 may be made with our prior consent. In some states, we
do not accept additional purchase payments.

We will apply the initial purchase payment within two business days after we
receive it in good order at our Home Office. Subsequent purchase payments
received in good order will be credited to a Contract within one business day.
Our business day ends when the New York Stock Exchange closes, usually 4:00 p.m.
Eastern time.

ACCUMULATION UNITS

An accumulation unit is used to calculate the value of a Contract. An
accumulation unit works like a share of a mutual fund. Each funding option has a
corresponding accumulation unit value. The accumulation units are valued each
business day and may increase or decrease from day to day. The number of
accumulation units we will credit to your Contract once we receive a purchase
payment is determined by dividing the amount directed to each funding option by
the value of the accumulation unit. We calculate the value of an accumulation
unit for each funding option each day after the New York Stock Exchange closes.
After the value is calculated, your Contract is credited. The period between the
contract effective date and the maturity date is the accumulation period. During
the annuity period (i.e., after the maturity date), you are credited with
annuity units.

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. You will find detailed information about the options and
their inherent risks in the current prospectuses for the funding options which
must accompany this prospectus. Since each option has varying degrees of risk,
please read the prospectuses carefully before investing. Additional copies of
the prospectuses may be obtained by contacting your registered representative or
by calling 1-800-842-8573.

5
<PAGE> 14

The current funding options are listed below, along with their investment
advisers and any subadviser:

<TABLE>
<CAPTION>
FUNDING OPTIONS INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Capital Appreciation Fund Seeks growth of capital through the use of Travelers Asset Management
common stocks. Income is not an objective. The International Corporation
Fund invests principally in common stocks of ("TAMIC")
small to large companies which are expected to Subadviser: Janus
experience wide fluctuations in price in both Capital Corp.
rising and declining markets.
Money Market Portfolio Seeks high current income from short-term money TAMIC
(formerly "Cash Income Trust") market instruments while preserving capital and
maintaining a high degree of liquidity.
DELAWARE GROUP PREMIUM FUND,
INC.
REIT Series Seeks maximum long-term total return, by Delaware Management Company,
investing in securities of companies primarily Inc.
engaged in the real estate industry. Subadviser: Lincoln Investment
Management, Inc.
DREYFUS VARIABLE INVESTMENT
FUND
Capital Appreciation Seeks primarily to provide long-term capital The Dreyfus Corporation
Portfolio growth consistent with the preservation of Subadviser: Fayez Sarofim & Co.
capital; current income is a secondary
investment objective. The portfolio invests
primarily in the common stocks of domestic and
foreign issuers.
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
GREENWICH STREET SERIES FUND
Appreciation Portfolio Seeks long term appreciation of capital by Mutual Management Corp. ("MMC")
investing primarily in equity securities. (formerly "Smith Barney Mutual
Funds Management, Inc.")
Diversified Strategic Seeks high current income by investing primarily MMC
Income Portfolio in the following fixed income securities: U.S. Subadviser: Smith Barney Global
Gov't and mortgage-related securities, foreign Capital Management, Inc.
gov't bonds and corporate bonds rated below
investment grade.
Total Return Portfolio An equity portfolio that seeks to provide total MMC
return, consisting of long-term capital
appreciation and income. The Portfolio will
invest primarily in a diversified portfolio of
dividend-paying common stocks.
SALOMON BROTHERS VARIABLE
SERIES FUND, INC.
Salomon Brothers Variable Seeks long-term growth of capital. Current Salomon Brothers Asset
Investors Fund income is a secondary objective. Management ("SBAM")
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital by investing Travelers Investment Adviser
predominantly in equity securities of companies ("TIA")
with a favorable outlook for earnings and whose Subadviser: Alliance Capital
rate of growth is expected to exceed that of the Management L.P.
U.S. economy over time. Current income is only
an incidental consideration.
MFS Total Return Portfolio Seeks to obtain above-average income (compared TIA
to a portfolio entirely invested in equity Subadviser: Massachusetts
securities) consistent with the prudent Financial Services Company
deployment of capital. Generally, at least 40% ("MFS")
of the Portfolio's assets will be invested in
equity securities.
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio Seeks current income and capital appreciation by TAMIC
investing in convertible securities and in
combinations of nonconvertible fixed-income
securities and warrants or call options that
together resemble convertible securities
("synthetic convertible securities").
</TABLE>

6
<PAGE> 15

<TABLE>
<CAPTION>
FUNDING OPTIONS INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
THE TRAVELERS SERIES TRUST (CONTINUED)
Disciplined Mid Cap Stock Seeks growth of capital by investing primarily TAMIC
Portfolio (formerly "Mid in a broadly diversified portfolio of common Subadviser: TIMCO
Cap Disciplined Equity stocks.
Fund")
Disciplined Small Cap Stock Seeks long term capital appreciation by TAMIC
Portfolio investing primarily (at least 65% of its total Subadviser: TIMCO
assets) in the common stocks of U.S. companies
with relatively small market capitalizations at
the time of investment.
Equity Income Portfolio Seeks reasonable income by investing at least TAMIC
65% in income-producing equity securities. The Subadviser: Fidelity Management
balance may be invested in all types of domestic & Research Company
and foreign securities, including bonds. The
Portfolio seeks to achieve a yield that exceeds
that of the securities comprising the S&P 500.
The Subadviser also considers the potential for
capital appreciation.
Federated High Yield Seeks high current income by investing primarily TAMIC
Portfolio in a professionally managed, diversified Subadviser: Federated
portfolio of fixed income securities. Investment Counseling, Inc.
Federated Stock Portfolio Seeks growth of income and capital by investing TAMIC
principally in a professionally managed and Subadviser: Federated
diversified portfolio of common stock of high- Investment Counseling, Inc.
quality companies (i.e., leaders in their
industries and characterized by sound management
and the ability to finance expected growth).
Large Cap Portfolio Seeks long-term growth of capital by investing TAMIC
primarily in equity securities of companies with Subadviser: Fidelity Management
large market capitalizations. & Research Company
Lazard International Stock Seeks capital appreciation by investing TAMIC
Portfolio primarily in the equity securities of non-United Subadviser: Lazard Asset
States companies (i.e., incorporated or Management
organized outside the United States).
MFS Emerging Growth Seeks long-term growth of capital. Dividend and TAMIC
Portfolio interest income from portfolio securities, if Subadviser: MFS
any, is incidental.
MFS Mid Cap Growth Seeks to obtain long term growth of capital by TAMIC
Portfolio investing, under normal market conditions, at Subadviser: MFS
least 65% of its total assets in equity
securities of companies with medium market
capitalization which the investment adviser
believes have above-average growth potential.
Travelers Quality Bond Seeks current income, moderate capital TAMIC
Portfolio volatility and total return.
WARBURG PINCUS TRUST
Emerging Markets Portfolio Seeks long-term growth of capital by investing Warburg Pincus Asset
primarily in equity securities of non-U.S. Management, Inc.
issuers consisting of companies in emerging
securities markets.
</TABLE>

SUBSTITUTIONS AND ADDITIONS

If any of the funding options become unavailable for allocating purchase
payments, or if we believe that further investment in a funding option is
inappropriate for the purposes of the Contract, we may substitute another
funding option. However, we will not make any substitutions without notifying
you and obtaining any applicable state and SEC approval. From time to time we
may make new funding options available.

7
<PAGE> 16

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
ADMINISTRATIVE CHARGES

A Contract administrative charge of $30 is deducted annually from Contracts with
a value of less than $40,000. This charge compensates us for expenses incurred
in establishing and maintaining the Contract. The charge is deducted from the
contract value on the fourth Friday of each August by canceling accumulation
units applicable to each funding option on a pro rata basis. For the first
contract year this charge will be prorated (i.e. calculated) from the date of
purchase. A prorated charge will also be made if the Contract is completely
withdrawn or terminated. We will not deduct a contract administrative charge:
(1) if the distribution results from the death of the contract owner or the
annuitant with no contingent annuitant surviving, (2) after an annuity payout
has begun, or (3) if the contract value on the date of assessment is equal to or
greater than $40,000.

An administrative expense charge (sometimes called "sub-account administrative
charge") is deducted on each business day from amounts allocated to the variable
funding options in order to compensate the Company for certain related
administrative and operating expenses. The charge equals, on an annual basis,
0.15% of the daily net asset value allocated to each of the variable funding
options.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk charge. The
deduction is reflected in our calculation of accumulation and annuity unit
values. This charge equals, on an annual basis, 1.25% of the amounts held in
each variable funding option. We reserve the right to lower this charge at any
time. The mortality risk portion compensates us for guaranteeing to provide
annuity payments according to the terms of the Contract regardless of how long
the annuitant lives and for guaranteeing to provide the death benefit if an
annuitant dies prior to the maturity date. The expense risk portion compensates
us for the risk that the charges under the Contract, which cannot be increased
during the duration of the Contract, will be insufficient to cover actual costs.

REDUCTION OR ELIMINATION OF CONTRACT CHARGES

The administrative charges and/or the mortality and expense risk charge under
the Contract may be reduced or eliminated when certain sales or administration
of the Contract result in savings or reduction of administrative or sales
expenses and/or mortality and expense risks. Any such reduction will be based on
the following: (1) the size and type of group to which sales are to be made; (2)
the total amount of purchase payments to be received; and (3) any prior or
existing relationship with the Company. There may be other circumstances, of
which we are not presently aware, which could result in fewer sales expenses,
administrative charges, or mortality and expense risk charges. In no event will
reduction or elimination of the administrative charge be permitted where such
reduction or elimination will be unfairly discriminatory to any person.

FUNDING OPTION EXPENSES

The deductions from and expenses paid out of the assets of the various funding
options are summarized in the fee table and are described in the accompanying
prospectuses.

PREMIUM TAX

8
<PAGE> 17

deduct any applicable premium taxes from the contract value either upon death,
surrender, annuitization, or at the time purchase payments are made to the
Contract, but no earlier than when the Company has a tax liability under state
law.

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

If there is any change in a law assessing taxes against the Company based upon
premiums, contract gains or value of the contract, we reserve the right to
charge you proportionately for this tax.

OWNERSHIP PROVISIONS
- --------------------------------------------------------------------------------

TYPES OF OWNERSHIP

Contract Owner (you). The Contract belongs to the contract owner named in the
Contract (on the Specifications page), or to any other person to whom the
contract is subsequently assigned. An assignment of ownership or a collateral
assignment may be made only for nonqualified contracts. You have sole power
during the annuitant's lifetime to exercise any rights and to receive all
benefits given in the contract provided you have not named an irrevocable
beneficiary and provided the Contract is not assigned.

You receive all payments while the annuitant is alive unless you direct them to
an alternate recipient. An alternate recipient does not become the contract
owner.

Joint Owner. For nonqualified contracts only, joint owners (i.e., spouses) may
be named in a written request before the contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them. All rights of a joint owner end at
death if the other joint owner survives. The entire interest of the deceased
joint owner in the Contract will pass to the surviving joint owner.

BENEFICIARY

The beneficiary is named by you in a written request. The beneficiary has the
right to receive any remaining contractual benefits upon the death of the
annuitant or the contract owner. If more than one beneficiary survives the
annuitant, they will share equally in benefits unless different shares are
recorded with the Company by written request before the death of the annuitant
or contract owner.

With nonqualified contracts, the beneficiary named in the contract may differ
from the designated beneficiary (for example, the joint owner or a contingent
annuitant). In such cases, the designated beneficiary receives the contract
benefits (rather than the beneficiary) upon your death.

Unless an irrevocable beneficiary has been named, you have the right to change
any beneficiary by written request during the lifetime of the annuitant and
while the Contract continues.

ANNUITANT

The annuitant is designated in the Contract (on the Specifications page), and is
the individual on whose life the maturity date and the amount of the monthly
annuity payments depend. The annuitant may not be changed after the contract is
in effect.

For nonqualified Contracts only, the contract owner may also name one individual
as a contingent annuitant by written request before the Contract becomes
effective. If the annuitant dies prior to the maturity date, and a contingent
annuitant has been named, the contingent annuitant becomes the annuitant and the
Contract continues. A contingent annuitant may not be changed, deleted or added
after the Contract becomes effective.

9
<PAGE> 18

TRANSFERS
- --------------------------------------------------------------------------------

Up to 30 days before the maturity date, you may transfer all or part of the
contract value between funding options. There are no charges or restrictions on
the amount or frequency of transfers currently; however, we reserve the right to
charge a fee for any transfer request, and to limit the number of transfers to
one in any six-month period. Since different funding options have different
expenses, a transfer of contract values from one funding option to another could
result in your investment becoming subject to higher or lower expenses. After
the maturity date, you may make transfers between funding options only with our
consent.

DOLLAR COST AVERAGING

Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly or quarterly basis so that
more accumulation units are purchased in a funding option if the cost per unit
is low and less accumulation units are purchased if the cost per unit is high.
Therefore, a lower-than-average cost per unit may be achieved over the long run.

You may elect automated transfers through written request or other method
acceptable to the Company. You must have a minimum total contract value of
$5,000 to enroll in the Dollar Cost Averaging program. The minimum amount that
may be transferred through this program is $400.

You may establish automated transfers of contract values from the Fixed Account,
subject to certain restrictions. Automated transfers from the Fixed Account may
not deplete your Fixed Account Value in less than twelve months from your
enrollment in the Dollar Cost Averaging program.

You may start or stop participation in the Dollar Cost Averaging program at any
time, but you must give the Company at least 30 days' notice to change any
automated transfer instructions that are currently in place. All provisions and
terms of the Contract apply to automated transfers, including provisions
relating to the transfer of money between investment options. We reserve the
right to suspend or modify transfer privileges at any time and to assess a
processing fee for this service.

ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

Any time before the maturity date, you may redeem all or any portion of the
contract value, less any premium tax not previously deducted. You must submit a
written request specifying the fixed or variable funding option(s) from which
amounts are to be withdrawn. If no funding options are specified, the withdrawal
will be made on a pro rata basis. The contract value will be determined as of
the close of business after we receive your surrender request at the Home
Office. The contract value may be more or less than the purchase payments made.

We may defer payment of any contract value for a period of up to seven days
after the written request is received, but it is our intent to pay as soon as
possible. We cannot process requests for withdrawal that are not in good order.
We will contact you if there is a deficiency causing a delay and will advise
what is needed to act upon the withdrawal request.

SYSTEMATIC WITHDRAWALS

Before the maturity date, you may choose to withdraw a specified dollar amount
(at least $100) on a monthly, quarterly, semiannual or annual basis. Any
applicable premium taxes will be deducted. To elect systematic withdrawals, you
must have a contract value of at least $15,000 and you must make the election on
the form provided by the Company. We will surrender accumulation units pro rata
from all funding options in which you have an interest, unless you instruct us
otherwise. You may begin or discontinue systematic withdrawals at any time by
notifying us in writing, but at least

10
<PAGE> 19

30 days' notice must be given to change any systematic withdrawal instructions
that are currently in place.

We reserve the right to discontinue offering systematic withdrawals or to assess
a processing fee for this service upon 30 days' written notice to contract
owners (where allowed by state law).

Each systematic withdrawal is subject to federal income taxes on the taxable
portion. In addition, a 10% federal penalty tax may be assessed on systematic
withdrawals if the contract owner is under age 59 1/2. You should consult with
your tax adviser regarding the tax consequences of systematic withdrawals.

LOANS

Loans may be available under your Contract. If available, all loan provisions
are described in your Contract or loan agreement.

DEATH BENEFIT
- --------------------------------------------------------------------------------

Before the maturity date, a death benefit is payable to the beneficiary when
either the annuitant, the contract owner or the first of joint owners dies and
there is no contingent annuitant. The death benefit is calculated at the close
of the business day on which the Company's Home Office receives due proof of
death and written payment instructions.

DEATH PROCEEDS BEFORE THE MATURITY DATE

DEATH OF ANY OWNER OR THE ANNUITANT BEFORE AGE 75. The Company will pay the
beneficiary an amount equal to the greatest of (1), (2) or (3) below, each
reduced by any applicable premium tax, withdrawals not previously deducted and
any outstanding loans:

1) the contract value;

2) the total purchase payments made under the Contract; or

3) the contract value on the latest fifth contract year anniversary
before the Company receives due proof of death.

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 75, BUT BEFORE AGE 85 (90 IN
FLORIDA). The Company will pay the beneficiary a death benefit in an amount
equal to the greatest of (1), (2) or (3) below, each reduced by any applicable
premium tax, withdrawals not previously deducted and any outstanding loans:

1) the contract value;

2) the total purchase payments made under the Contract; or

3) the contract value on the latest fifth contract year anniversary
occurring on or before the annuitant's 75th birthday.

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 85 (90 IN FLORIDA). The
Company will pay the beneficiary a death benefit in an amount equal to the
contract value, less any applicable premium tax.

PAYMENT OF PROCEEDS

The process of paying death benefit proceeds under various situations is
described below. Generally, the person(s) receiving the benefit may request that
the proceeds be paid in a lump sum, or be applied to one of the settlement
options available under the Contract.

DEATH OF ANNUITANT WHO IS THE CONTRACT OWNER. The Company will pay the proceeds
to any surviving joint owner, or if none, to the beneficiary(ies), or if none,
to the contract owner's estate.

11
<PAGE> 20

Under a nonqualified contract, the death benefit proceeds must be distributed to
the beneficiary within five years of the contract owner's death. Or, the
beneficiary may elect to receive payments from an annuity which begins within
one year of the contract owner's death and which is payable over the life of the
beneficiary or over a period not exceeding the beneficiary's life expectancy.

If the beneficiary is the contract owner's spouse, he or she may elect to
continue the contract as the new contract owner rather than receiving the
distribution. In such case, the distribution rules applicable when a contract
owner dies generally will apply when that spouse, as contract owner, dies.

DEATH OF ANNUITANT WHO IS NOT THE CONTRACT OWNER. If there is no contingent
annuitant, the Company will pay the death proceeds to the beneficiary. However,
if there is a contingent annuitant, he or she becomes the annuitant and the
Contract continues in effect (generally using the original maturity date). The
proceeds described above will be paid upon the death of the last surviving
contingent annuitant.

ENTITY AS OWNER. In the case of a nonqualified Contract owned by a nonnatural
person (e.g. a trust or another entity), any annuitant will be treated as the
contract owner. Any change in the annuitant will be treated as the death of the
contract owner.

DEATH PROCEEDS AFTER THE MATURITY DATE

If any owner or the annuitant dies on or after the maturity date, the Company
will pay the beneficiary a death benefit consisting of any benefit remaining
under the annuity or income option then in effect.

THE ANNUITY PERIOD
- --------------------------------------------------------------------------------

MATURITY DATE

Under the Contract, you can receive regular income payments (annuity payments).
You can choose the month and the year in which those payments begin (maturity
date). You can also choose among income plans (annuity or income options). While
the annuitant is alive, you can change your selection any time up to the
maturity date. Annuity or income payments will begin on the maturity date stated
in the Contract unless the Contract has been fully surrendered or the proceeds
have been paid to the beneficiary before that date. Annuity payments are a
series of periodic payments (a) for life; (b) for life with either a minimum
number of payments or a specific amount assured; or (c) for the joint lifetime
of the annuitant and another person, and thereafter during the lifetime of the
survivor. We may require proof that the annuitant is alive before annuity
payments are made.

Unless you elect otherwise, the maturity date will be the annuitant's 70th
birthday for qualified contracts, or, for nonqualified contracts, the
annuitant's 75th birthday or ten years after the effective date of the contract,
if later. (For Contracts issued in Florida, the maturity date elected may not be
later than the annuitant's 90th birthday.)

For nonqualified Contracts, at least 30 days before the original maturity date,
a contract owner may elect to extend the maturity date to any time prior to the
annuitant's 85th birthday or, for qualified Contracts, to a later date with the
Company's consent. Certain annuity options taken at the maturity date may be
used to meet the minimum required distribution requirements of federal tax law,
or a program of partial surrenders may be used instead. These mandatory
distribution requirements take effect generally upon the death of the contract
owner, or with qualified contracts upon either the later of the April 1
following the contract owner's attainment of age 70 1/2 or the year of
retirement; or upon the death of the contract owner. Independent tax advice
should be sought regarding the election of minimum required distributions.

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<PAGE> 21

ALLOCATION OF ANNUITY

When an annuity option is elected, it may be elected as a variable annuity, a
fixed annuity, or a combination of both. (Variable payouts may not be available
in all states. Refer to your contract.) If, at the time annuity payments begin,
no election has been made to the contrary, the contract value will be applied to
provide an annuity funded by the same investment options selected during the
accumulation period. At least 30 days before the maturity date, you may transfer
the contract value among the funding options in order to change the basis on
which annuity payments will be determined. (See "Transfers.")

VARIABLE ANNUITY

You may choose an annuity payout that fluctuates depending on the investment
experience of the variable funding options. The number of annuity units credited
to the Contract is determined by dividing the first monthly annuity payment
attributable to each funding option by the corresponding accumulation unit value
as of 14 days before the date annuity payments begin. An annuity unit is used to
measure the dollar value of an annuity payment. The number of annuity units (but
not their value) remains fixed during the annuity period.

DETERMINATION OF FIRST ANNUITY PAYMENT. The Contract contains Life Annuity
Tables used to determine the first monthly annuity payment. The amount applied
to effect a variable annuity will be the value of the funding options as of 14
days before the date annuity payments begin less any applicable premium taxes
not previously deducted.

The amount of the first monthly payment depends on the annuity option elected. A
formula for determining the adjusted age is contained in the Contract. The total
first monthly annuity payment is determined by multiplying the benefit per
$1,000 of value shown in the tables of the Contract by the number of thousands
of dollars of value of the Contract applied to that annuity option. The Company
reserves the right to require satisfactory proof of age of any person on whose
life annuity payments are based before making the first payment under any of the
payment options.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of
the second and subsequent annuity payments is not predetermined and may change
from month to month based on the investment experience of the applicable funding
option. The total amount of each annuity payment will be equal to the sum of the
basic payments in each funding option. The actual amounts of these payments are
determined by multiplying the number of annuity units credited to each funding
option by the corresponding annuity unit value as of the date 14 days before the
date the payment is due.

FIXED ANNUITY

You may choose a fixed annuity that provides payments which do not vary during
the annuity period. We will calculate the dollar amount of the first fixed
annuity payment as described under "Variable Annuity." If it would produce a
larger payment, the first fixed annuity payment will be determined using the
Life Annuity Tables in effect on the maturity date.

PAYMENT OPTIONS
- --------------------------------------------------------------------------------

ELECTION OF OPTIONS

While the annuitant is alive, you can change your annuity or income option
selection any time up to the maturity date. Income options differ from annuity
options in that the amount of the payments made under income options are not
based upon the life of any person. Therefore, the annuitant may outlive the
payment period. Once annuity or income payments have begun, no further elections
are allowed.

13
<PAGE> 22

During the annuitant's lifetime, if you do not elect otherwise before the
maturity date, we will pay you (or another designated payee) the first of a
series of monthly annuity payments based on the life of the annuitant, in
accordance with Annuity Option 2 (Life Annuity with 120 monthly payments
assured). For certain qualified contracts, Annuity Option 4 (Joint and Last
Survivor Joint Life Annuity -- Annuity Reduced on Death of Primary Payee) will
be the automatic option as described in the contract.

The minimum amount that can be placed under an annuity or income option will be
$2,000 unless we agree to a lesser amount. If any monthly periodic payment due
is less than $100, the Company reserves the right to make payments at less
frequent intervals, or to pay the contract value in a lump-sum. The amount
applied to effect an income or annuity option will be the contract value as of
the date the payments begin, less any applicable premium taxes not previously
deducted. (Certain states may have different requirements that we will honor.)
The contract value used to determine the amount of any such payment will be
determined on the same basis as the contract value during the accumulation
period, including the deduction for mortality and expense risks and the
administrative expense charge.

On the maturity date, we will pay the amount due under the Contract in one lump
sum (except in Florida, where this is not permitted), or in accordance with the
payment option that you select. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
annuitant must be made by the contract owner.

ANNUITY OPTIONS

Subject to the conditions described in "Election of Options" above, all or any
part of the contract value may be paid under one or more of the following
annuity options. Payments under the annuity options may be elected on a monthly,
quarterly, semiannual or annual basis.

Option 1 -- Life Annuity -- No Refund. The Company will make annuity payments
during the lifetime of the annuitant ending with the last payment before death.
This option offers the maximum periodic payment, since there is no assurance of
a minimum number of payments or provision for a death benefit for beneficiaries.

Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The
Company will make monthly annuity payments during the lifetime of the annuitant,
with the agreement that if, at the death of that person, payments have been made
for less than 120, 180 or 240 months as elected, we will continue making
payments to the beneficiary during the remainder of the period.

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make regular annuity payments during the lifetime of the annuitant and a second
person. When either person dies, we will continue making payments to the
survivor. No further payments will be made following the death of the survivor.

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of
Primary Payee. The Company will make annuity payments during the lifetimes of
the annuitant and a second person. One will be designated the primary payee, the
other will be designated the secondary payee. On the death of the secondary
payee, the Company will continue to make monthly annuity payments to the primary
payee in the same amount that would have been payable during the joint lifetime
of the two persons. On the death of the primary payee, the Company will continue
to make annuity payments to the secondary payee in an amount equal to 50% of the
payments which would have been made during the lifetime of the primary payee. No
further payments will be made once both payees have died.

Option 5 -- Other Annuity Options. The Company will make any other arrangements
for annuity payments as may be mutually agreed upon.

14
<PAGE> 23

INCOME OPTIONS

Instead of one of the annuity options described above, and subject to the
conditions described under "Election of Options," all or part of the contract
value may be paid under one or more of the following income options, provided
that they are consistent with federal tax law qualification requirements.
Payments under the income options may be elected on a monthly, quarterly,
semiannual or annual basis:

Option 1 -- Payments of a Fixed Amount. The Company will make equal payments of
the amount elected until the contract value applied under this option has been
exhausted. The first payment and all later payments will be paid from each
funding option or the Fixed Account in proportion to the contract value
attributable to each. The final payment will include any amount insufficient to
make another full payment.

Option 2 -- Payments for a Fixed Period. The Company will make payments for the
fixed period selected based on the contract value as of the date payments begin.
If, at the death of the annuitant, the total number of fixed payments has not
been made, the payments will be made to the beneficiary.

Option 3 -- Other Income Options. The Company will make any other arrangements
for income payments as may be mutually agreed upon.

MISCELLANEOUS CONTRACT PROVISIONS
- --------------------------------------------------------------------------------

RIGHT TO RETURN

You may return the Contract for a full refund of the contract value (including
charges) within twenty days after you receive it (the "right to return period").
You bear the investment risk during the right to return period; therefore, the
contract value returned may be greater or less than your purchase payment. If
the Contract is purchased as an Individual Retirement Annuity, and is returned
within the first seven days after delivery, your purchase payment will be
refunded in full; during the remainder of the right to return period, the
contract value (including charges) will be refunded. The contract value will be
determined following the close of the business day on which we receive a written
request for a refund. Where state law requires a longer period, or the return of
purchase payments or other variations of this provision, the Company will
comply. Refer to your Contract for any state-specific information.

TERMINATION

You do not need to make any purchase payments after the first to keep the
Contract in effect. However, we reserve the right to terminate the Contract on
any business day if the contract value as of that date is less than $1,000 and
no purchase payments have been made for at least two years, unless otherwise
specified by state law. Termination will not occur until 31 days after the
Company has mailed notice of termination to the contract owner's last known
address and to any assignee of record. If the Contract is terminated, we will
pay you the contract value less any applicable premium tax, and any applicable
administrative charge.

REQUIRED REPORTS

As often as required by law, but at least once in each contract year before the
due date of the first annuity payment, we will furnish a report showing the
number of accumulation units credited to the Contract and the corresponding
accumulation unit value(s) as of the date of the report for each funding option
to which the contract owner has allocated amounts during the applicable period.
The Company will keep all records required under federal or state laws.

15
<PAGE> 24

SUSPENSION OF PAYMENTS

The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
("the Exchange") is closed; (2) when trading on the Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in the Separate Account may not reasonably occur or so that the Company may
not reasonably determine the value the Separate Account's net assets; or (4)
during any other period when the SEC, by order, so permits for the protection of
security holders.

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

We may permit contract owners to transfer their contract values into other
annuities offered by us or our affiliated insurance companies under rules then
in effect.

THE SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

The Travelers Fund ABD II For Variable Annuities ("Fund ABD II") was established
on October 17, 1995 and is registered with the SEC as a unit investment trust
(separate account) under the Investment Company Act of 1940, as amended (the
"1940 Act"). The assets of Fund ABD II will be invested exclusively in the
shares of the variable funding options.

The assets of Fund ABD II are held for the exclusive benefit of the owners of
this separate account, according to the laws of Connecticut. Income, gains and
losses, whether or not realized, from assets allocated to Fund ABD II are, in
accordance with the Contracts, credited to or charged against Fund ABD II
without regard to other income, gains and losses of the Company. The assets held
by Fund ABD II are not chargeable with liabilities arising out of any other
business which the Company may conduct. Obligations under the Contract are
obligations of the Company.

All investment income and other distributions of the funding options are payable
to Fund ABD II. All such income and/or distributions are reinvested in shares of
the respective funding option at net asset value. Shares of the funding options
are currently sold only to life insurance company separate accounts to fund
variable annuity and variable life insurance contracts.

MIXED AND SHARED FUNDING

It is conceivable that in the future it may be disadvantageous for both variable
annuity and variable life insurance separate accounts, or for variable separate
accounts of different insurance companies, to invest simultaneously in the same
portfolios (called "mixed" and "shared" funding). Currently neither the
insurance companies nor the portfolios foresee any such disadvantages to the
companies or to variable contract owners. Each portfolio's board of trustees,
directors or managers intends to monitor events in order to identify any
material conflicts between such policy owners and to determine what action, if
any, should be taken in response thereto.

PERFORMANCE INFORMATION

From time to time, we may advertise several types of historical performance for
the Contract's funding options. We may advertise the "standardized average
annual total returns" of the funding option, calculated in a manner prescribed
by the SEC, as well as the "nonstandardized total return," as described below.
Specific examples of the performance information appear in the SAI.

16
<PAGE> 25

reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). The deduction for the annual contract
administrative charge ($30) is converted to a percentage of assets based on the
actual fee collected (or anticipated to be collected, if a new product), divided
by the average net assets for Contracts sold (or anticipated to be sold).

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be calculated in a
similar manner based on the performance of the funding options over a period of
time, usually for the calendar year-to-date, and for the past one-, three-,
five- and ten-year periods. Nonstandardized total returns will not reflect the
deduction of the $30 annual contract administrative charge, which, if reflected,
would decrease the level of performance shown.

For funding options that were in existence prior to the date they became
available under the Separate Account, the standardized average annual total
return quotations may be accompanied by returns showing the investment
performance that such funding options would have achieved (reduced by the
applicable charges) had they been held under the Contract for the period quoted.
The total return quotations are based upon historical earnings and are not
necessarily representative of future performance.

GENERAL. Within the guidelines prescribed by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), performance information may be
quoted numerically or may be presented in a table, graph or other illustration.
Advertisements may include data comparing performance to well-known indices of
market performance (including, but not limited to, the Dow Jones Industrial
Average, the Standard & Poor's (S&P) 500 Index and the S&P 400 Index, the Lehman
Brothers Long T-Bond Index, the Russell 1000, 2000 and 3000 Indices, the Value
Line Index, and the Morgan Stanley Capital International's EAFE Index).
Advertisements may also include published editorial comments and performance
rankings compiled by independent organizations (including, but not limited to,
Lipper Analytical Services, Inc. and Morningstar, Inc.) and publications that
monitor the performance of the Separate Account and the variable funding
options.

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

The following general discussion of the federal income tax consequences under
this Contract is not intended to cover all situations, and is not meant to
provide tax advice. Because of the complexity of the law and the fact that the
tax results will vary depending on many factors, you should consult your tax
adviser regarding your personal situation. For your information, a more detailed
tax discussion is contained in the SAI.

GENERAL TAXATION OF ANNUITIES

Congress has recognized the value of saving for retirement by providing certain
tax benefits, in the form of tax deferral, for money put into an annuity. The
Internal Revenue Code (Code) governs how this money is ultimately taxed,
depending upon the type of contract, qualified or non-qualified, and the manner
in which the money is distributed, as briefly described below.

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

If you purchase an annuity contract with proceeds of an eligible rollover
distribution from any pension plan, specially sponsored program, or individual
retirement annuity (IRA) with pre-tax dollars, your contract is referred to as a
qualified contract. Some examples of qualified contracts are: IRAs, 403(b)
annuities, pension and profit-sharing plans (including 401(k) plans), Keogh
Plans, and certain other qualified deferred compensation plans. If you purchase
the contract on an individual basis with after-tax dollars and not under one of
the programs described above, your contract is referred to as nonqualified.

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<PAGE> 26

NONQUALIFIED ANNUITY CONTRACTS

As the owner of a nonqualified annuity, you do not receive any tax benefit
(deduction or deferral of income) on purchase payments, but you will not be
taxed on increases in the value of your contract until a distribution
occurs -- either as a withdrawal (distribution made prior to the maturity date),
or as annuity payments. When a withdrawal is made, you are taxed on the amount
of the withdrawal that is considered earnings. Similarly, when you receive an
annuity payment, part of each payment is considered a return of your purchase
payments and will not be taxed. The remaining portion of the annuity payment
(i.e., any earnings) will be considered ordinary income for tax purposes.

If a nonqualified annuity is owned by other than an individual, however (e.g.,
by a corporation), increases in the value of the contract attributable to
purchase payments made after February 28, 1986 are includible in income
annually. Furthermore, for contracts issued after April 22, 1987, if you
transfer the contract without adequate consideration all deferred increases in
value will be includible in your income at the time of the transfer.

If you make a partial withdrawal, this money will generally be taxed as first
coming from earnings (income in the contract), and then from your purchase
payments. These withdrawn earnings are includible in your income. (See "Penalty
Tax for Premature Distributions" below.) There is income in the contract to the
extent the contract value exceeds your investment in the contract. The
investment in the contract equals the total purchase payments you paid less any
amount received previously which was excludible from gross income. Any direct or
indirect borrowing against the value of the contract or pledging of the contract
as security for a loan will be treated as a cash distribution under the tax law.

Federal tax law requires that nonqualified annuity contracts meet minimum
mandatory distribution requirements upon the death of the contract owner,
including the first of joint owners. If these requirements are not met, the
surviving joint owner, or the beneficiary, will have to pay taxes prior to
distribution. The distribution required depends, among other things, upon
whether an annuity option is elected or whether the new contract owner is the
surviving spouse. We will administer Contracts in accordance with these rules
and we will notify you when you should begin receiving payments.

QUALIFIED ANNUITY CONTRACTS

Under a qualified annuity, since amounts paid into the contract have not yet
been taxed, the full amount of all distributions, including lump-sum withdrawals
and annuity payments, are taxed at the ordinary income tax rate unless the
distribution is transferred to an eligible rollover account or contract. The
Contract is available as a vehicle for IRA rollovers and for other qualified
contracts. There are special rules which govern the taxation of qualified
contracts, including withdrawal restrictions, requirements for mandatory
distributions, and contribution limits. We have provided a more complete
discussion in the SAI.

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

Taxable distributions taken before the contract owner has reached the age of
59 1/2 will be subject to a 10% additional tax penalty unless the distribution
is taken in a series of periodic distributions, for life or life expectancy, or
unless the distribution follows the death or disability of the contract owner.
Other exceptions may be available in certain qualified plans.

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

The Code requires that any nonqualified variable annuity contracts based on a
separate account shall not be treated as an annuity for any period if
investments made in the account are not adequately diversified. Final tax
regulations define how separate accounts must be diversified. The Company
monitors the diversification of investments constantly and believes that its
accounts are adequately diversified. The consequence of any failure to diversify
is essentially the loss to the Contract Owner of tax deferred treatment. The
Company intends to administer all contracts subject to this provision of law in
a manner that will maintain adequate diversification.

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<PAGE> 27

OWNERSHIP OF THE INVESTMENTS

Assets in the separate accounts, also referred to as segregated asset accounts,
must be owned by the Company and not by the Contract Owner for federal income
tax purposes. Otherwise, the deferral of taxes is lost and income and gains from
the accounts would be includable annually in the Contract Owner's gross income.

The Internal Revenue Service has stated in published rulings that a variable
contract owner will be considered the owner of the assets of a segregated asset
account if the owner possesses an incident of ownership in those assets, such as
the ability to exercise investment control over the assets. The Treasury
Department announced, in connection with the issuance of temporary regulations
concerning investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor, rather than
the insurance company, to be treated as the owner of the assets of the account."
This announcement, dated September 15, 1986, also stated that the guidance would
be issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular subaccounts [of a segregated asset
account] without being treated as owners of the underlying assets." As of the
date of this prospectus, no such guidance has been issued.

The Company does not know if such guidance will be issued, or if it is, what
standards it may set. Furthermore, the Company does not know if such guidance
may be issued with retroactive effect. New regulations are generally issued with
a prospective-only effect as to future sales or as to future voluntary
transactions in existing contracts. The Company therefore reserves the right to
modify the contract as necessary to attempt to prevent Contract Owners from
being considered the owner of the assets of the separate account.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

Federal tax law requires that minimum annual distributions begin by April 1st of
the calendar year following the calendar year in which an IRA owner attains age
70 1/2. Participants in qualified plans and 403(b) annuities may defer minimum
distributions until the later of April 1st of the calendar year following the
calendar year in which they attain age 70 1/2 or the year of retirement.
Distributions must begin or be continued according to required patterns
following the death of the contract owner or annuitant of both qualified and
nonqualified annuities.

OTHER INFORMATION
- --------------------------------------------------------------------------------

THE INSURANCE COMPANY

The Travelers Life and Annuity Company is a stock insurance company chartered in
1973 in Connecticut and continuously engaged in the insurance business since
that time. It is licensed to conduct life insurance business in a majority of
the states of the United States, and intends to seek licensure in the remaining
states, except New York. The Company is an indirect wholly owned subsidiary of
Travelers Group Inc. The Company's Home Office is located at One Tower Square,
Hartford, Connecticut 06183.

IMSA

The Company is a member of the Insurance Marketplace Standards Association
("IMSA"), and as such may use the IMSA logo and IMSA membership in its
advertisements. Companies that belong to IMSA subscribe to a set of ethical
standards covering the various aspects of sales and service for individually
sold life insurance and annuities. IMSA members have adopted policies and
procedures that demonstrate a commitment to honesty, fairness and integrity in
all customer contacts involving the sale and service of individual life
insurance and annuity products.

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<PAGE> 28

YEAR 2000 COMPLIANCE

Generally, computer programs were designed without considering the impact of the
upcoming change in the century. As a result, software and computer systems may
need to be upgraded or replaced in order to comply with "Year 2000"
requirements. If not corrected, these computer applications could fail or create
erroneous results by or at the Year 2000. The business, financial condition, and
result of operations of a company could be materially and adversely affected by
the failure of its systems and applications (or those either provided or
operated by third-parties) to properly operate or manage dates beyond the year
1999.

The Company has investigated the nature and extent of the work required for our
computer systems to process beyond the turn of the century, and has made
progress toward achieving this goal, including upgrading and/or replacing
existing systems. We are confirming with our service providers that they are
also in the process of replacing or modifying their systems with the same goal.
We expect that our principal systems will be Year 2000 compliant by early 1999.
While these efforts involve substantial costs, we closely monitor associated
costs and continue to evaluate associated risks based on actual expenses. While
it is likely that these efforts will be successful, if necessary modifications
and conversions are not completed in a timely manner, the Year 2000 issue could
have a material adverse effect on certain operations of the Company.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who represent the Company, and who are
licensed registered representatives of the Company or certain other registered
broker-dealers. The compensation paid to sales representatives will not exceed
7% of the payments made under the Contracts.

From time to time, the Company may pay or permit other promotional incentives,
in cash, credit or other compensation.

Any sales representative or employee will have been qualified to sell variable
annuities under applicable federal and state laws. Each broker-dealer is
registered with the SEC under the Securities Exchange Act of 1934, and all are
members of the NASD. The principal underwriter for the Contracts is Tower Square
Securities, Inc., an affiliate of the Company; however, it is currently
anticipated that Travelers Distribution Company, an affiliated broker-dealer,
may become the principal underwriter for the Contracts during 1998.

CONFORMITY WITH STATE AND FEDERAL LAWS

The Contract is governed by the laws of the state in which it is delivered. Any
paid-up annuity, contract value or death benefits that are available under the
Contract are not less than the minimum benefits required by the statutes of the
state in which the Contract is delivered. We reserve the right to make any
changes, including retroactive changes, in the Contract to the extent that the
change is required to meet the requirements of any law or regulation issued by
any governmental agency to which the Company, the Contract or the contract owner
is subject.

VOTING RIGHTS

The Company is the legal owner of the shares of the funding options. However, we
believe that when a funding option solicits proxies in conjunction with a vote
of shareholders we are required to obtain from you and from other owners
instructions on how to vote those shares. When we receive those instructions, we
will vote all of the shares we own in proportion to those instructions. This
will also include any shares we own on our own behalf. Should we determine that
we are no longer required to comply with the above, we will vote on the shares
in our own right.

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<PAGE> 29

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the Separate account,
the principal underwriter or the Company. Legal matters in connection with the
federal laws and regulations affecting the issue and sale of the Contract
described in this prospectus, as well as the organization of the Company, its
authority to issue variable annuity contracts under Connecticut law and the
validity of the forms of the variable annuity contracts under Connecticut law,
have been passed on by the General Counsel of the Company.

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<PAGE> 30

APPENDIX A
- --------------------------------------------------------------------------------

CONDENSED FINANCIAL INFORMATION
THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES
<TABLE>
<CAPTION>
PERIOD PERIOD FROM
ENDED JUNE 24, 1996
DECEMBER 31, (EFFECTIVE DATE) TO
FUNDING OPTION 1997 DECEMBER 31, 1996
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C>
CAPITAL APPRECIATION FUND (12/96)
Unit Value at beginning of period....................... $ 1.032 $ 1.000
Unit Value at end of period............................. 1.283 1.032
Number of units outstanding at end of period............ 6,344,051 29,824
MONEY MARKET PORTFOLIO (FORMERLY "CASH INCOME TRUST") (2/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.033 N/A
Number of units outstanding at end of period............ 5,369,177 N/A
ALLIANCE GROWTH PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.037 $ 1.000
Unit Value at end of period............................. 1.319 1.037
Number of units outstanding at end of period............ 8,259,362 2,250
MFS TOTAL RETURN PORTFOLIO (1/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.183 N/A
Number of units outstanding at end of period............ 9,959,634 N/A
TRAVELERS QUALITY BOND PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.001 $ 1.000
Unit Value at end of period............................. 1.057 1.001
Number of units outstanding at end of period............ 3,137,736 95,203
LAZARD INTERNATIONAL STOCK PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.027 $ 1.000
Unit Value at end of period............................. 1.095 1.027
Number of units outstanding at end of period............ 5,694,288 5,702
MFS EMERGING GROWTH PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.004 $ 1.000
Unit Value at end of period............................. 1.198 1.004
Number of units outstanding at end of period............ 4,218,974 31,886
FEDERATED STOCK PORTFOLIO (1/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.285 N/A
Number of units outstanding at end of period............ 3,816,999 N/A
FEDERATED HIGH YIELD PORTFOLIO (1/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.140 N/A
Number of units outstanding at end of period............ 4,566,993 N/A
LARGE CAP PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.023 $ 1.000
Unit Value at end of period............................. 1.245 1.023
Number of units outstanding at end of period............ 4,816,858 7,800
EQUITY INCOME PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.026 $ 1.000
Unit Value at end of period............................. 1.339 1.026
Number of units outstanding at end of period............ 6,719,150 30,196
DISCIPLINED MID CAP STOCK PORTFOLIO (FORMERLY "MID CAP
DISCIPLINED EQUITY FUND") (6/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.195 N/A
Number of units outstanding at end of period............ 1,668,723 N/A
APPRECIATION PORTFOLIO (6/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.092 N/A
Number of units outstanding at end of period............ 5,241,524 N/A
DIVERSIFIED STRATEGIC INCOME PORTFOLIO (6/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.048 N/A
Number of units outstanding at end of period............ 5,444,154 N/A
</TABLE>

Funding Options not listed had no amounts yet allocated to them. The financial
statements for Fund ABD II are contained in the Annual Report to contract
owners. The consolidated financial statements of The Travelers Life and Annuity
Company are contained in the SAI.

22
<PAGE> 31

APPENDIX B
- --------------------------------------------------------------------------------

THE FIXED ACCOUNT

The Fixed Account is secured by part of the general assets of the Company. The
general assets of the Company include all assets of the Company other than those
held in the separate accounts sponsored by the Company or its affiliates.

The staff of the SEC does not generally review the disclosure in the prospectus
relating to the Fixed Account. Disclosure regarding the Fixed Account and the
general account may, however, be subject to certain provisions of the federal
securities laws relating to the accuracy and completeness of statements made in
the prospectus.

Under the Fixed Account, the Company assumes the risk of investment gain or
loss, guarantees a specified interest rate, and guarantees a specified periodic
annuity payment. The investment gain or loss of the Separate Account or any of
the variable funding options does not affect the Fixed Account portion of the
contract owner's contract value, or the dollar amount of fixed annuity payments
made under any payout option.

We guarantee that, at any time, the Fixed Account contract value will not be
less than the amount of the purchase payments allocated to the Fixed Account,
plus interest credited, less any applicable premium taxes or prior surrenders.

Purchase payments allocated to the Fixed Account and any transfers made to the
Fixed Account become part of the Company's general account which supports
insurance and annuity obligations. Neither the general account nor any interest
therein is registered under, nor subject to the provisions of, the Securities
Act of 1933 or Investment Company Act of 1940. We will invest the assets of the
Fixed Account at our discretion. Investment income from such Fixed Account
assets will be allocated to us and to the Contracts participating in the Fixed
Account.

Investment income from the Fixed Account allocated to us includes compensation
for mortality and expense risks borne by us in connection with Fixed Account
Contracts. The amount of such investment income allocated to the Contracts will
vary from year to year in our sole discretion at such rate or rates as we
prospectively declare from time to time.

The initial rate for any allocations into the Fixed Account is guaranteed for
one year from the date of such allocation. Subsequent renewal rates will be
guaranteed for the calendar quarter. We also guarantee that for the life of the
Contract we will credit interest at not less than 3% per year. Any interest
credited to amounts allocated to the Fixed Account in excess of 3% per year will
be determined in our sole discretion. You assume the risk that interest credited
to the Fixed Account may not exceed the minimum guarantee of 3% for any given
year.

TRANSFERS

You may make transfers from the Fixed Account to any other available funding
option(s) twice a year during the 30 days following the semiannual anniversary
of the contract effective date. The transfers are limited to an amount of up to
15% of the Fixed Account Value on the semiannual contract effective date
anniversary. (This restriction does not apply to transfers under the Dollar Cost
Averaging Program.) Amounts previously transferred from the Fixed Account to
other funding options may not be transferred back to the Fixed Account for a
period of at least six months from the date of transfer. We reserve the right to
waive either of these restrictions.

Automated transfers from the Fixed Account to any of the funding options may
begin at any time. Automated transfers from the Fixed Account may not deplete
your Fixed Account value in a period of less than twelve months from your
enrollment in the Dollar Cost Averaging Program.

23
<PAGE> 32

APPENDIX C
- --------------------------------------------------------------------------------

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and
financial statements relating to The Travelers Life and Annuity Company. A list
of the contents of the Statement of Additional Information is set forth below:

The Insurance Company
Principal Underwriter
Distribution and Management Agreement
Valuation of Assets
Performance Information
Federal Tax Considerations
Independent Accountants
Financial Statements

- --------------------------------------------------------------------------------

Copies of the Statement of Additional Information dated May 1, 1998 (Form No.
L-21193S) are available without charge. To request a copy, please clip this
coupon on the dotted line above, enter your name and address in the spaces
provided below, and mail to: The Travelers Life and Annuity Company, Annuity
Services, One Tower Square, Hartford, Connecticut 06183-9061.

Name: _________________________________________

Address: ________________________________________

24
<PAGE> 33
THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 34

TRAVELERS ACCESS (ABD II)
VARIABLE ANNUITY CONTRACT PROFILE
MAY 1, 1998

1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by The Travelers Life
and Annuity Company is a variable annuity that is intended for retirement
savings or other long-term investment purposes. The Contract provides a death
benefit as well as guaranteed income options. In states where only group
Contracts are available, you will be issued a certificate summarizing the
provisions of the group Contract. For convenience, we refer to both Contracts
and certificates as "Contracts." Under a qualified Contract, you can make one or
more payments, as you choose, on a tax-deferred basis. Under a nonqualified
Contract, you can make one or more payments with after-tax dollars. You direct
your payment(s) to one or more of the variable funding options listed in Section
4 and/or to the Fixed Account. We guarantee money directed to the Fixed Account
as to principal and interest. The variable funding options are designed to
produce a higher rate of return than the Fixed Account; however, this is not
guaranteed. You may also lose money in the variable funding options.

Capital Appreciation Fund
Money Market Portfolio
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio
Small Cap Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated High Yield Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Emerging Growth Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Strategic Stock Portfolio
Travelers Quality Bond Portfolio
WARBURG PINCUS TRUST
Emerging Markets Portfolio

If you withdraw amounts under the contract, or if you begin receiving annuity
payments, the Company may be required by your state to deduct a premium tax of
0%-5%.

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charge" column includes the mortality and expense risk
charge, the sub-account administrative charges, and reflects the $30 annual
contract administrative charge as .014%. The "Total Annual Funding Option
Expenses" column reflects the investment charges for each portfolio, including
any expense waiver or reimbursement. The column "Total Annual Charges" reflects
the sum of the previous two columns. The columns under the heading "Examples"
show you how much you would pay under the Contract for a one-year period and for
a 10-year period. As required by the SEC, the examples assume that you invested
$1,000 in a Contract that earns 5% annually and that you withdraw your money at
the end of year 1 and at the end of year 10. For

ii
<PAGE> 36

years 1 and 10, the examples show the total annual charges assessed during that
time. For these examples, the premium tax is assumed to be 0%.
<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
ANNUAL FUNDING TOTAL AT END OF:
INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C>
Capital Appreciation Fund................................ 1.41% 0.84% 2.25% $83 $259
Money Market Portfolio................................... 1.41% 0.40% 1.81% 78 213
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series.......................................... 1.41% 0.85% 2.26% 83 260
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio....................... 1.41% 0.80% 2.21% 82 255
Small Cap Portfolio.................................. 1.41% 0.78% 2.19% 82 253
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund............. 1.41% 1.00% 2.41% 84 275
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio............................ 1.41% 0.82% 2.23% 83 257
MFS Total Return Portfolio........................... 1.41% 0.86% 2.27% 83 261
Putnam Diversified Income Portfolio.................. 1.41% 0.88% 2.29% 83 263
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio........................... 1.41% 0.80% 2.21% 82 255
Disciplined Mid Cap Stock Portfolio.................. 1.41% 0.95% 2.36% 84 270
Disciplined Small Cap Stock Portfolio................ 1.41% 1.00% 2.41% 84 275
Equity Income Portfolio.............................. 1.41% 0.95% 2.36% 84 270
Federated High Yield Portfolio....................... 1.41% 0.95% 2.36% 84 270
Federated Stock Portfolio............................ 1.41% 0.95% 2.36% 84 270
Large Cap Portfolio.................................. 1.41% 0.95% 2.36% 84 270
Lazard International Stock Portfolio................. 1.41% 1.25% 2.66% 87 300
MFS Emerging Growth Portfolio........................ 1.41% 0.95% 2.36% 84 270
MFS Mid Cap Growth Portfolio......................... 1.41% 1.00% 2.41% 84 275
MFS Research Portfolio............................... 1.41% 1.00% 2.41% 84 275
Strategic Stock Portfolio............................ 1.41% 0.90% 2.31% 83 265
Travelers Quality Bond Portfolio..................... 1.41% 0.75% 2.16% 82 250
WARBURG PINCUS TRUST
Emerging Markets Portfolio........................... 1.41% 1.40% 2.81% 88 314
</TABLE>

6. TAXES. The payments you make to a qualified Contract during the accumulation
phase are made with before-tax dollars. You will be taxed on your purchase
payments and on any earnings when you make a withdrawal or begin receiving
annuity or income payments. Under a nonqualified Contract, payments to the
contract are made with after-tax dollars, and any earnings will accumulate
tax-deferred. You will be taxed on these earnings when they are withdrawn from
the Contract.

7. ACCESS TO YOUR MONEY. You can take withdrawals any time during the
accumulation phase. While there is no withdrawal charge, income taxes and a
penalty tax may apply to taxable amounts withdrawn.

iii
<PAGE> 37

not reflect any applicable taxes, which, if applied, would reduce such
performance. Past performance is not a guarantee of future results. Performance
information that predates the separate account is considered "adjusted
historical performance" by the SEC. Such performance information is shown in the
Statement of Additional Information that you may request free of charge.

LAST TEN CALENDAR YEARS (OR FULL YEARS SINCE INCEPTION):

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
PORTFOLIO NAME 1997
- ------------------------------------------------------------------------
<S> <C>
Capital Appreciation Fund................................... 24.36%
Money Market Portfolio...................................... 3.59%
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio................................. 27.22%
MFS Total Return Portfolio................................ 19.55%
Putnam Diversified Income Portfolio....................... 6.24%
THE TRAVELERS SERIES TRUST
Equity Income Portfolio................................... 30.47%
Federated High Yield Portfolio............................ 13.84%
Federated Stock Portfolio................................. 31.66%
Large Cap Portfolio....................................... 21.72%
Lazard International Stock Portfolio...................... 6.61%
MFS Emerging Growth Portfolio............................. 19.33%
Travelers Quality Bond Portfolio.......................... 5.64%
</TABLE>

Those funding options not illustrated above do not yet have one full year of
performance history in this Separate Account.

1) the contract value;

2) the total purchase payments made under the Contract; or

3) the contract value on the latest fifth contract year before the
Company receives due proof of death.

If you die after age 75 but before age 85 (90 in Florida) and before the
contract maturity date, the beneficiary will receive

1) the contract value;

2) total purchase payments made under the Contract; or

3) the Contract value on the latest fifth year anniversary occurring on
or before the annuitant's 75th birthday;

If you die on or after age 85 and before the maturity date, the death benefit
will equal the Contract value.

iv
<PAGE> 38

10. OTHER INFORMATION

RIGHT TO RETURN. If you cancel the Contract within twenty days after you
receive it, you will receive a full refund of the Contract Value (including
charges). Where state law requires a longer right to return period, or the
return of purchase payments, the Company will comply. You bear the investment
risk during the right to return period; therefore, the Contract value returned
may be greater or less than your purchase payment. If the Contract is purchased
as an Individual Retirement Annuity, and is returned within the first seven days
after delivery, your full purchase payment will be refunded; during the
remainder of the right to return period, the Contract value (including charges)
will be refunded. The Contract value will be determined at the close of business
on the day we receive a written request for a refund.

TRANSFER BETWEEN FUNDING OPTIONS. You can transfer between the funding options
as frequently as you wish without any current tax implications. Currently there
is no charge for transfers, nor a limit to the number of transfers allowed. The
Company may, in the future, charge a fee for any transfer request, or limit the
number of transfers allowed. The Company, at the minimum, would always allow one
transfer every six months. You may transfer between the Fixed Account and the
funding options twice a year (during the 30 days after the six-month contract
date anniversary), provided the amount is not greater than 15% of the Fixed
Account Value on that date.

ADDITIONAL FEATURES. This Contract has other features you may be interested in.
These include:

SYSTEMATIC WITHDRAWAL OPTION. Before the maturity date, you can arrange to
have money sent to you at set intervals throughout the year. Of course, any
applicable income and penalty taxes will apply on amounts withdrawn.

AUTOMATIC REBALANCING. You may elect to have the Company periodically
reallocate the values in your Contract to match your original (or your latest)
funding option allocation request.

11. INQUIRIES. If you need more information, please contact us at (800)
842-8573 or:
Travelers Life and Annuity Company
Annuity Services
One Tower Square
Hartford, CT 06183

v
<PAGE> 39

TRAVELERS ACCESS PROSPECTUS

ABD II

This prospectus describes TRAVELERS ACCESS, a flexible premium variable annuity
contract (the "Contract") issued by The Travelers Life and Annuity Company (the
"Company," "we" or "our"). The Contract is available in connection with certain
retirement plans that qualify for special federal income tax treatment
("qualified Contracts") as well as those that do not qualify for such treatment
("nonqualified Contracts"). Travelers Access may be issued as an individual
Contract or as a group Contract. In states where only group Contracts are
available, you will be issued a certificate summarizing the provisions of the
group Contract. For convenience, this prospectus refers to both Contracts and
certificates as "Contracts."

Capital Appreciation Fund
Money Market Portfolio
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio
Small Cap Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated High Yield Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Emerging Growth Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Strategic Stock Portfolio
Travelers Quality Bond Portfolio
WARBURG PINCUS TRUST
Emerging Markets Portfolio

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about Fund ABD II by
requesting a copy of the Statement of Additional Information ("SAI") dated May
1, 1998. The SAI has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this prospectus. To request a
copy, write to The Travelers Life and Annuity Company, Annuity Services, One
Tower Square, Hartford, Connecticut 06183, or call (800) 842-8573. The contents
of the SAI appear in Appendix C of this prospectus.

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................. 2
FEE TABLE.............................. 3
CONDENSED FINANCIAL INFORMATION........ 5
THE ANNUITY CONTRACT................... 5
Purchase Payments...................... 6
Accumulation Units..................... 6
The Funding Options.................... 6
Substitutions and Additions............ 8
CHARGES AND DEDUCTIONS................. 8
Administrative Charges................. 8
Mortality and Expense Risk Charge...... 9
Reduction or Elimination of Contract
Charges.............................. 9
Funding Option Expenses................ 9
Premium Tax............................ 9
Changes in Taxes Based Upon Premium or
Value................................ 9
OWNERSHIP PROVISIONS................... 9
Types of Ownership..................... 9
Beneficiary............................ 10
Annuitant.............................. 10
TRANSFERS.............................. 10
Dollar Cost Averaging.................. 10
ACCESS TO YOUR MONEY................... 11
Systematic Withdrawals................. 11
Loans.................................. 11
DEATH BENEFIT.......................... 12
Death Proceeds Before the Maturity
Date................................. 12
Payment of Proceeds.................... 12
Death Proceeds After the Maturity
Date................................. 13
THE ANNUITY PERIOD..................... 13
Maturity Date.......................... 13
Allocation of Annuity.................. 13
Variable Annuity....................... 13
Fixed Annuity.......................... 14
PAYMENT OPTIONS........................ 14
Election of Options.................... 14
Annuity Options........................ 15
Income Options......................... 15
MISCELLANEOUS CONTRACT PROVISIONS...... 16
Right to Return........................ 16
Termination............................ 16
Required Reports....................... 16
Suspension of Payments................. 16
Transfers of Contract Values to Other
Annuities............................ 16
THE SEPARATE ACCOUNT................... 17
Mixed and Shared Funding............... 17
Performance Information................ 17
FEDERAL TAX CONSIDERATIONS............. 18
General Taxation of Annuities.......... 18
Types of Contracts: Qualified or
Nonqualified......................... 18
Nonqualified Annuity Contracts......... 18
Qualified Annuity Contracts............ 19
Penalty Tax for Premature
Distributions........................ 19
Diversification Requirements for
Variable Annuities................... 19
Ownership of the Investments........... 19
Mandatory Distributions for Qualified
Plans................................ 20
OTHER INFORMATION...................... 20
The Insurance Company.................. 20
IMSA................................... 20
Year 2000 Compliance................... 21
Distribution of Variable Annuity
Contracts............................ 21
Conformity with State and Federal
Laws................................. 21
Voting Rights.......................... 21
Legal Proceedings And Opinions......... 21
APPENDIX A: Condensed Financial
Information.......................... 22
APPENDIX B: The Fixed Account.......... 23
APPENDIX C: Contents of the Statement
of Additional Information............ 24
</TABLE>

INDEX OF SPECIAL TERMS

The following terms are italicized throughout the prospectus. Refer to the page
listed for an explanation of each term.

<TABLE>
<S> <C>
Accumulation Unit...................... 6
Accumulation Period.................... 6
Annuitant.............................. 10
Annuity Payments....................... 5
Annuity Unit........................... 6
Contract Date.......................... 6
Contract Owner (You, Your)............. 9
Contract Value......................... 5
Contract Year.......................... 6
Fixed Account.......................... 23
Funding Option(s)...................... 5
Income Payments........................ 5
Maturity Date.......................... 5
Purchase Payment....................... 5
Written Request........................ 6
</TABLE>

2
<PAGE> 41

FUND ABD II FEE TABLE
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL
(AFTER EXPENSE (AFTER EXPENSE UNDERLYING
PORTFOLIO NAME: REIMBURSEMENT) REIMBURSEMENT) FUND EXPENSES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital Appreciation Fund............................... 0.75% 0.09% 0.84%
Money Market Portfolio.................................. 0.32% 0.08%(1) 0.40%
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series......................................... 0.75% 0.10%(2) 0.85%
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio...................... 0.75% 0.05% 0.80%
Small Cap Portfolio................................. 0.75% 0.03% 0.78%
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund............ 0.70% 0.30%(3) 1.00%
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio........................... 0.80% 0.02%(4) 0.82%
MFS Total Return Portfolio.......................... 0.80% 0.06%(4) 0.86%
Putnam Diversified Income Portfolio................. 0.75% 0.13%(4) 0.88%
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio.......................... 0.60% 0.20%(5) 0.80%
Disciplined Mid Cap Stock Portfolio................. 0.70% 0.25%(6) 0.95%
Disciplined Small Cap Stock Portfolio............... 0.80% 0.20%(5) 1.00%
Equity Income Portfolio............................. 0.75% 0.20%(6) 0.95%
Federated High Yield Portfolio...................... 0.65% 0.30%(6) 0.95%
Federated Stock Portfolio........................... 0.63% 0.32%(6) 0.95%
Large Cap Portfolio................................. 0.75% 0.20%(6) 0.95%
Lazard International Stock Portfolio................ 0.83% 0.42%(6) 1.25%
MFS Emerging Growth Portfolio....................... 0.75% 0.20%(6) 0.95%
MFS Mid Cap Growth Portfolio........................ 0.80% 0.20%(5) 1.00%
MFS Research Portfolio.............................. 0.80% 0.20% 1.00%
Strategic Stock Portfolio........................... 0.60% 0.30% 0.90%
Travelers Quality Bond Portfolio.................... 0.32% 0.43%(6) 0.75%
WARBURG PINCUS TRUST
Emerging Markets Portfolio.......................... 0.45% 0.95%(7) 1.40%
</TABLE>

NOTES:

3
<PAGE> 42

and taxes) exceeds 0.40%. Without such arrangement, Total Expenses would
have been 1.39% for the MONEY MARKET PORTFOLIO.

(4) Other expenses are as of October 31, 1997 (the Fund's fiscal year end).
There were no fees waived or expenses reimbursed for these funds in 1997.

4
<PAGE> 43

EXAMPLE*

Assuming a 5% annual return on assets, a $1,000 investment would be subject to
the following expenses:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED, ANNUITIZED
OR IF NO WITHDRAWALS HAVE BEEN MADE:
-----------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
Capital Appreciation Fund................................... $23 $70 $121 $259
Money Market Portfolio...................................... 18 57 98 213
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series............................................. 23 71 121 260
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio.......................... 22 69 119 255
Small Cap Portfolio..................................... 22 69 118 253
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund................ 24 75 129 275
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio............................... 23 70 120 257
MFS Total Return Portfolio.............................. 23 71 122 261
Putnam Diversified Income Portfolio..................... 23 72 123 263
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio.............................. 22 69 119 255
Disciplined Mid Cap Stock Portfolio..................... 24 74 126 270
Disciplined Small Cap Stock Portfolio................... 24 75 129 275
Equity Income Portfolio................................. 24 74 126 270
Federated High Yield Portfolio.......................... 24 74 126 270
Federated Stock Portfolio............................... 24 74 126 270
Large Cap Portfolio..................................... 24 74 126 270
Lazard International Stock Portfolio.................... 27 83 141 300
MFS Emerging Growth Portfolio........................... 24 74 126 270
MFS Mid Cap Growth Portfolio............................ 24 75 129 275
MFS Research Portfolio.................................. 24 75 129 275
Strategic Stock Portfolio............................... 23 72 124 265
Travelers Quality Bond Portfolio........................ 22 68 116 250
WARBURG PINCUS TRUST
Emerging Markets Portfolio.............................. 28 87 149 314
</TABLE>

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

See Appendix A.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Access is a contract between you, the contract owner, and Travelers
Life and Annuity Company (called "us" or the "Company"). Under this contract,
you make purchase payments to us and we credit them to your Contract. The
Company promises to pay you an income, in the form of annuity or income
payments, beginning on a future date that you choose, the maturity date. The
purchase payments accumulate tax deferred in the funding options of your choice.
We offer multiple variable funding options, and one fixed account option. You
assume the risk of gain or loss according to the performance of the variable
funding options. The contract value is the amount of purchase payments, plus or
minus any investment experience or interest. The contract value also reflects
all surrenders made and charges deducted. There is generally no guarantee that
at the maturity date the contract value will equal or exceed the total purchase
payments made under the Contract. The date

5
<PAGE> 44

the contract and its benefits became effective is referred to as the contract
date. Each 12-month period following the contract date is called a contract
year.

PURCHASE PAYMENTS

ACCUMULATION UNITS

THE FUNDING OPTIONS

The current funding options are listed below, along with their investment
advisers and any subadviser:

<TABLE>
<CAPTION>
INVESTMENT
FUNDING OPTIONS OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Capital Appreciation Fund Seeks growth of capital through the use of common Travelers Asset Management
stocks. Income is not an objective. The Fund International Corporation
invests principally in common stocks of small to ("TAMIC")
large companies which are expected to experience Subadviser: Janus
wide fluctuations in price in both rising and Capital Corp.
declining markets.
Money Market Portfolio Seeks high current income from short-term money TAMIC
(formerly "Cash Income Trust") market instruments while preserving capital and
maintaining a high degree of liquidity.
DELAWARE GROUP PREMIUM FUND,
INC.
REIT Series Seeks maximum long-term total return, by Delaware Management Company,
investing in securities of companies primarily Inc.
engaged in the real estate industry. Subadviser: Lincoln Investment
Management, Inc.
</TABLE>

6
<PAGE> 45

<TABLE>
<CAPTION>
INVESTMENT
FUNDING OPTIONS OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DREYFUS VARIABLE INVESTMENT
FUND
Capital Appreciation Seeks primarily to provide long-term capital The Dreyfus Corporation
Portfolio growth consistent with the preservation of Subadviser: Fayez Sarofim & Co.
capital; current income is a secondary investment
objective. The portfolio invests primarily in the
common stocks of domestic and foreign issuers.
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
SALOMON BROTHERS VARIABLE
SERIES FUND, INC.
Salomon Brothers Variable Seeks long-term growth of capital. Current income Salomon Brothers Asset
Investors Fund is a secondary objective. Management ("SBAM")
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital by investing Travelers Investment Adviser
predominantly in equity securities of companies ("TIA")
with a favorable outlook for earnings and whose Subadviser: Alliance Capital
rate of growth is expected to exceed that of the Management L.P.
U.S. economy over time. Current income is only an
incidental consideration.
MFS Total Return Portfolio Seeks to obtain above-average income (compared to TIA
a portfolio entirely invested in equity Subadviser: MFS
securities) consistent with the prudent
employment of capital. Generally, at least 40% of
the Portfolio's assets will be invested in equity
securities.
Putnam Diversified Income Seeks high current income consistent with TIA
Portfolio preservation of capital. The Portfolio will Subadviser: Putnam Investment
allocate its investments among the U.S. Management, Inc.
Government Sector, the High Yield Sector, and the
International Sector of the fixed income
securities markets.
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio Seeks current income and capital appreciation by TAMIC
investing in convertible securities and in
combinations of nonconvertible fixed-income
securities and warrants or call options that
together resemble convertible securities
("synthetic convertible securities").
Disciplined Mid Cap Stock Seeks growth of capital by investing primarily in TAMIC
Portfolio (formerly "Mid a broadly diversified portfolio of common stocks. Subadviser: TIMCO
Cap Disciplined Equity
Fund")
Disciplined Small Cap Seeks long term capital appreciation by investing TAMIC
Portfolio primarily (at least 65% of its total assets) in Subadviser: TIMCO
the common stocks of U.S. Companies with
relatively small market capitalizations at the
time of investment.
Equity Income Portfolio Seeks reasonable income by investing at least 65% TAMIC
in income-producing equity securities. The Subadviser: Fidelity Management
balance may be invested in all types of domestic & Research Company
and foreign securities, including bonds. The
Portfolio seeks to achieve a yield that exceeds
that of the securities comprising the S&P 500.
The Subadviser also considers the potential for
capital appreciation.
Federated High Yield Seeks high current income by investing primarily TAMIC
Portfolio in a professionally managed, diversified Subadviser: Federated
portfolio of fixed income securities. Investment Counseling, Inc.
Federated Stock Portfolio Seeks growth of income and capital by investing TAMIC
principally in a professionally managed and Subadviser: Federated
diversified portfolio of common stock of Investment Counseling, Inc.
high-quality companies (i.e., leaders in their
industries and characterized by sound management
and the ability to finance expected growth).
</TABLE>

7
<PAGE> 46

<TABLE>
<CAPTION>
INVESTMENT
FUNDING OPTIONS OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
THE TRAVELERS SERIES TRUST (CONTINUED)
Large Cap Portfolio Seeks long-term growth of capital by investing TAMIC
primarily in equity securities of companies with Subadviser: Fidelity Management
large market capitalizations. & Research Company
Lazard International Stock Seeks capital appreciation by investing primarily TAMIC
Portfolio in the equity securities of non-United States Subadviser: Lazard Asset
companies (i.e., incorporated or organized Management
outside the United States).
MFS Emerging Growth Seeks long-term growth of capital. Dividend and TAMIC
Portfolio interest income from portfolio securities, if Subadviser: Massachusetts
any, is incidental. Financial Services Company
("MFS")
MFS Mid Cap Growth Seeks to obtain long term growth of capital by TAMIC
Portfolio investing, under normal market conditions, at Subadviser: MFS
least 65% of its total assets in equity
securities of companies with medium market
capitalization which the investment adviser
believes have above-average growth potential.
MFS Research Portfolio Seeks to provide long-term growth of capital and TAMIC
future income. Subadviser: MFS
Strategic Stock Portfolio Seeks to provide an above-average total return TAMIC
through a combination of potential capital Subadviser: TIMCO
appreciation and dividend income by investing
primarily in high dividend yield stocks
periodically selected from the companies included
in (i) the Dow Jones Industrial Average and
(ii)the Russell 1000 Stock Index.
Travelers Quality Bond Seeks current income, moderate capital volatility TAMIC
Portfolio and total return.
WARBURG PINCUS TRUST
Emerging Markets Portfolio Seeks long-term growth of capital by investing Warburg Pincus Asset
primarily in equity securities of non-U.S. Management, Inc.
issuers consisting of companies in emerging
securities markets.
</TABLE>

SUBSTITUTIONS AND ADDITIONS

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
ADMINISTRATIVE CHARGES

8
<PAGE> 47

MORTALITY AND EXPENSE RISK CHARGE

REDUCTION OR ELIMINATION OF CONTRACT CHARGES

FUNDING OPTION EXPENSES

The deductions from and expenses paid out of the assets of the various funding
options are summarized in the fee table and are described in the accompanying
prospectuses.

PREMIUM TAX

Certain state and local governments charge premium taxes ranging from 0% to 5%,
depending upon jurisdiction. The Company is responsible for paying these taxes
and will determine the method used to recover premium tax expenses incurred.
Where required, the Company will deduct any applicable premium taxes from the
contract value either upon death, surrender, annuitization, or at the time
purchase payments are made to the Contract, but no earlier than when the Company
has a tax liability under state law.

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

If there is any change in a law assessing taxes against the Company based upon
premiums, contract gains or value of the contract, we reserve the right to
charge you proportionately for this tax.

OWNERSHIP PROVISIONS
- --------------------------------------------------------------------------------

TYPES OF OWNERSHIP

9
<PAGE> 48

all benefits given in the contract provided you have not named an irrevocable
beneficiary and provided the Contract is not assigned.

You receive all payments while the annuitant is alive unless you direct them to
an alternate recipient. An alternate recipient does not become the contract
owner.

BENEFICIARY

Unless an irrevocable beneficiary has been named, you have the right to change
any beneficiary by written request during the lifetime of the annuitant and
while the Contract continues.

ANNUITANT

TRANSFERS
- --------------------------------------------------------------------------------

DOLLAR COST AVERAGING

10
<PAGE> 49

ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

SYSTEMATIC WITHDRAWALS

We reserve the right to discontinue offering systematic withdrawals or to assess
a processing fee for this service upon 30 days' written notice to contract
owners (where allowed by state law).

LOANS

Loans may be available under your Contract. If available, all loan provisions
are described in your Contract or loan agreement.

11
<PAGE> 50

DEATH BENEFIT
- --------------------------------------------------------------------------------

DEATH PROCEEDS BEFORE THE MATURITY DATE

1) the contract value;

2) the total purchase payments made under the Contract; or

3) the contract value on the latest fifth contract year anniversary
before the Company receives due proof of death.

1) the contract value;

2) the total purchase payments made under the Contract; or

3) the contract value on the latest fifth contract year anniversary
occurring on or before the annuitant's 75th birthday.

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 85 (90 IN FLORIDA). The
Company will pay the beneficiary a death benefit in an amount equal to the
contract value, less any applicable premium tax.

PAYMENT OF PROCEEDS

DEATH OF ANNUITANT WHO IS THE CONTRACT OWNER. The Company will pay the proceeds
to any surviving joint owner, or if none, to the beneficiary(ies), or if none,
to the contract owner's estate.

DEATH PROCEEDS AFTER THE MATURITY DATE

THE ANNUITY PERIOD
- --------------------------------------------------------------------------------

MATURITY DATE

For nonqualified Contracts, at least 30 days before the original maturity date,
a contract owner may elect to extend the maturity date to any time prior to the
annuitant's 85th birthday or, for qualified Contracts, to a later date with the
Company's consent. Certain annuity options taken at the maturity date may be
used to meet the minimum required distribution requirements of federal tax law,
or a program of partial surrenders may be used instead. These mandatory
distribution requirements take effect generally upon the death of the contract
owner, or with qualified contracts upon either the later of the contract owner's
attainment of age 70 1/2 or year of retirement; or the death of the contract
owner. Independent tax advice should be sought regarding the election of minimum
required distributions.

ALLOCATION OF ANNUITY

When an annuity option is elected, it may be elected as a variable annuity, a
fixed annuity, or a combination of both. (Variable payouts may not be available
in all states. Refer to your contract.) If, at the time annuity payments begin,
no election has been made to the contrary, the contract value will be applied to
provide an annuity funded by the same investment options as you have selected
during the accumulation period. At least 30 days before the maturity date, you
may transfer the contract value among the funding options in order to change the
basis on which annuity payments will be determined. (See "Transfers.")

VARIABLE ANNUITY

13
<PAGE> 52

accumulation unit value as of 14 days before the date annuity payments begin. An
annuity unit is used to measure the dollar value of an annuity payment. The
number of annuity units (but not their value) remains fixed during the annuity
period.

DETERMINATION OF FIRST ANNUITY PAYMENT. The Contract contains Life and Annuity
Tables used to determine the first monthly annuity payment. The amount applied
to effect a variable annuity will be the value of the funding options as of 14
days before the date annuity payments begin less any applicable premium taxes
not previously deducted.

FIXED ANNUITY

PAYMENT OPTIONS
- --------------------------------------------------------------------------------

ELECTION OF OPTIONS

14
<PAGE> 53

value during the accumulation period, including the deduction for mortality and
expense risks and the administrative expense charge.

ANNUITY OPTIONS

Option 5 -- Other Annuity Options. The Company will make any other arrangements
for annuity payments as may be mutually agreed upon.

INCOME OPTIONS

Option 1 -- Payments of a Fixed Amount. The Company will make equal payments of
the amount elected until the contract value applied under this option has been
exhausted. The first payment and all later payments will be paid from amounts
attributable to each investment option in proportion to the contract value
attributable to each. The final payment will include any amount insufficient to
make another full payment.

Option 2 -- Payments for a Fixed Period. The Company will make payments for the
fixed period selected based on the contract value as of the date payments begin.
If, at the death of the

15
<PAGE> 54

annuitant, the total number of fixed payments has not been made, the payments
will be made to the beneficiary.

Option 3 -- Other Income Options. The Company will make any other arrangements
for income payments as may be mutually agreed upon.

MISCELLANEOUS CONTRACT PROVISIONS
- --------------------------------------------------------------------------------

RIGHT TO RETURN

TERMINATION

REQUIRED REPORTS

SUSPENSION OF PAYMENTS

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

We may permit contract owners to transfer their contract values into other
annuities offered by us or our affiliated insurance companies under rules then
in effect.

16
<PAGE> 55

THE SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

MIXED AND SHARED FUNDING

PERFORMANCE INFORMATION

From time to time, we may advertise several types of historical performance for
the Contract's funding options. We may advertise the "standardized average
annual total returns" of the funding option, calculated in a manner prescribed
by the SEC, as well as the "nonstandardized total return," and as described
below. Specific examples of the performance information appear in the SAI.

STANDARDIZED METHOD. Quotations of average annual total returns are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the funding option, and then related to ending redeemable values over
one-, five-, and ten-year periods, or for a period covering the time during
which the funding option has been in existence, if less. These quotations
reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). The deduction for the annual contract
administrative charge ($30) is converted to a percentage of assets based on the
actual fee collected (or anticipated to be collected, if a new product), divided
by the average net assets for Contracts sold (or anticipated to be sold).

17
<PAGE> 56

quoted. The total return quotations are based upon historical earnings and are
not necessarily representative of future performance.

GENERAL Within the guidelines prescribed by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), performance information may be
quoted numerically or may be presented in a table, graph or other illustration.
Advertisements may include data comparing performance to well-known indices of
market performance (including, but not limited to, the Dow Jones Industrial
Average, the Standard & Poor's (S&P) 500 Index and the S&P 400 Index, the Lehman
Brothers Long T-Bond Index, the Russell 1000, 2000 and 3000 Indices, the Value
Line Index, and the Morgan Stanley Capital International's EAFE Index).
Advertisements may also include published editorial comments and performance
rankings compiled by independent organizations (including, but not limited to,
Lipper Analytical Services, Inc. and Morningstar, Inc.) and publications that
monitor the performance of the Separate Account and the variable funding
options.

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

GENERAL TAXATION OF ANNUITIES

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

NONQUALIFIED ANNUITY CONTRACTS

18
<PAGE> 57

you transfer the contract without adequate consideration all deferred increases
in value will be includible in your income at the time of the transfer.

QUALIFIED ANNUITY CONTRACTS

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

OWNERSHIP OF THE INVESTMENTS

19
<PAGE> 58

regulations concerning investment diversification, that those regulations "do
not provide guidance concerning the circumstances in which investor control of
the investments of a segregated asset account may cause the investor, rather
than the insurance company, to be treated as the owner of the assets of the
account." This announcement, dated September 15, 1986, also stated that the
guidance would be issued by way of regulations or rulings on the "extent to
which policyholders may direct their investments to particular subaccounts [of a
segregated asset account] without being treated as owners of the underlying
assets." As of the date of this prospectus, no such guidance has been issued.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

OTHER INFORMATION
- --------------------------------------------------------------------------------

THE INSURANCE COMPANY

IMSA

YEAR 2000 COMPLIANCE

20
<PAGE> 59

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

From time to time, the Company may pay or permit other promotional incentives,
in cash, credit or other compensation.

CONFORMITY WITH STATE AND FEDERAL LAWS

VOTING RIGHTS

The Company is the legal owner of the shares of the funding options. However, we
believe that when a funding option solicits proxies in conjunction with a vote
of shareholders, we are required to obtain from you and from other owners
instructions on how to vote those shares. When we receive those instructions, we
will vote all of the shares we own in proportion to those instructions. This
will also include any shares we own on our own behalf. Should we determine that
we are no longer required to comply with the above, we will vote on the shares
in our own right.

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the Separate Account,
the principal underwriter and the Company. Legal matters in connection with the
federal laws and regulations affecting the issue and sale of the Contract
described in this prospectus, as well as the organization of the Company, its
authority to issue variable annuity contracts under Connecticut law and the
validity of the forms of the variable annuity contracts under Connecticut law,
have been passed on by the General Counsel of the Company.

21
<PAGE> 60

APPENDIX A: CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES*
<TABLE>
<CAPTION>
YEAR PERIOD FROM
ENDED JUNE 24, 1996
DECEMBER 31, (EFFECTIVE DATE) TO
FUNDING OPTION 1997 DECEMBER 31, 1996
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C>
CAPITAL APPRECIATION FUND (12/96)
Unit Value at beginning of period....................... $ 1.032 $ 1.000
Unit Value at end of period............................. 1.283 1.032
Number of units outstanding at end of period............ 6,344,051 29,824
MONEY MARKET PORTFOLIO (FORMERLY "CASH INCOME TRUST") (2/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.033 N/A
Number of units outstanding at end of period............ 5,369,177 N/A
ALLIANCE GROWTH PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.037 $ 1.000
Unit Value at end of period............................. 1.319 1.037
Number of units outstanding at end of period............ 8,259,362 2,250
MFS TOTAL RETURN PORTFOLIO (1/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.183 N/A
Number of units outstanding at end of period............ 9,959,634 N/A
PUTNAM DIVERSIFIED INCOME PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.007 $ 1.000
Unit Value at end of period............................. 1.070 1.007
Number of units outstanding at end of period............ 1,132,608 3,300
TRAVELERS QUALITY BOND PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.001 $ 1.000
Unit Value at end of period............................. 1.057 1.001
Number of units outstanding at end of period............ 3,137,736 95,203
LAZARD INTERNATIONAL STOCK PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.027 $ 1.000
Unit Value at end of period............................. 1.095 1.027
Number of units outstanding at end of period............ 5,694,288 5,702
MFS EMERGING GROWTH PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.004 $ 1.000
Unit Value at end of period............................. 1.198 1.004
Number of units outstanding at end of period............ 4,218,974 31,886
FEDERATED STOCK PORTFOLIO (1/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.285 N/A
Number of units outstanding at end of period............ 3,816,999 N/A
FEDERATED HIGH YIELD PORTFOLIO (1/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.140 N/A
Number of units outstanding at end of period............ 4,566,993 N/A
LARGE CAP PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.023 $ 1.000
Unit Value at end of period............................. 1.245 1.023
Number of units outstanding at end of period............ 4,816,858 7,800
EQUITY INCOME PORTFOLIO (12/96)
Unit Value at beginning of period....................... $ 1.026 $ 1.000
Unit Value at end of period............................. 1.339 1.026
Number of units outstanding at end of period............ 6,719,150 30,196
DISCIPLINED MID CAP STOCK PORTFOLIO (FORMERLY "MID CAP
DISCIPLINED EQUITY FUND") (6/97)
Unit Value at beginning of period....................... $ 1.000 N/A
Unit Value at end of period............................. 1.195 N/A
Number of units outstanding at end of period............ 1,668,723 N/A
</TABLE>

* Funding Options not listed had no amounts yet allocated to them. The financial
statements for Fund ABD II are contained in the Annual Report to contract
owners. The consolidated financial statements of The Travelers Life and
Annuity Company are contained in the SAI.

22
<PAGE> 61

APPENDIX B
- --------------------------------------------------------------------------------

THE FIXED ACCOUNT

TRANSFERS

23
<PAGE> 62

APPENDIX C
- --------------------------------------------------------------------------------

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Insurance Company
Principal Underwriter
Distribution and Management Agreement
Valuation of Assets
Performance Information
Federal Tax Considerations
Independent Accountants
Financial Statements

- --------------------------------------------------------------------------------

Name:
- --------------------------------------

Address:
- --------------------------------------

------------------------------

24
<PAGE> 63

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 64

PART B

Information Required in a Statement of Additional Information
<PAGE> 65

STATEMENT OF ADDITIONAL INFORMATION

dated

May 1, 1998

for

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
(ACCESS AND ACCESS SELECT)

ISSUED BY

THE TRAVELERS LIFE AND ANNUITY COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but
relates to, and should be read in conjunction with, the Individual Variable
Annuity Contract Prospectus dated May 1, 1998. A copy of the Prospectus may be
obtained by writing to The Travelers Life and Annuity Company, Annuity Investor
Services, One Tower Square, Hartford, Connecticut 06183-9061, or by calling
(800) 842-8573. This SAI should be read in conjunction with the accompanying
1997 Annual Report for the Fund.

TABLE OF CONTENTS

<TABLE>
<S> <C>
THE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . 1

PRINCIPAL UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . 1

DISTRIBUTION AND MANAGEMENT AGREEMENT . . . . . . . . . . . . . . . 2

VALUATION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . 2

PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . 3

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . .. . . . . . 7

INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . 10

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>
<PAGE> 66
THE INSURANCE COMPANY

The Travelers Life and Annuity Company (the "Company"), is a stock
insurance company chartered in 1973 in Connecticut. The Company is a wholly
owned subsidiary of The Travelers Insurance Company, which is indirectly owned,
through a wholly owned subsidiary, by Travelers Group Inc., a financial
services holding company engaged, through its subsidiaries, principally in four
business segments: (i) Investment Services; (ii) Consumer Finance Services;
(iii) Life Insurance Services; and (iv) Property and Casualty Insurance
Services.

STATE REGULATION. The Company is subject to the laws of the state of
Connecticut governing insurance companies and to regulation by the Insurance
Commissioner of the state of Connecticut. An annual statement covering the
operations of the Company for the preceding year, as well as its financial
conditions as of December 31 of such year, must be filed with the Commissioner
in a prescribed format on or before March 1 of each year. The Company's books
and assets are subject to review or examination by the Commissioner or his
agents at all times, and a full examination of its operations is conducted at
least once every four years.

The Company is also subject to the insurance laws and regulations of
all other states in which it is licensed to operate. However, the insurance
departments of each of these states generally apply the laws of the home state
(jurisdiction of domicile) in determining the field of permissible investments.

THE SEPARATE ACCOUNT. Fund ABD II meets the definition of a separate account
under the federal securities laws, and will comply with the provisions of the
1940 Act. Additionally, the operations of Fund ABD II are subject to the
provisions of Section 38a-433 of the Connecticut General Statutes which
authorizes the Connecticut Insurance Commissioner to adopt regulations under
it. Section 38a-433 contains no restrictions on the investments of the Separate
Account, and the Commissioner has adopted no regulations under the Section that
affect the Separate Account.

PRINCIPAL UNDERWRITER

Tower Square Securities, Inc. ("Tower Square"), an affiliate of the
Company, serves as principal underwriter for Fund ABD II and the Contracts.
The offering is continuous. Tower Square is an indirect wholly owned
subsidiary of Travelers Group Inc. and its principal executive offices are
located at One Tower Square, Hartford, Connecticut. It is anticipated that
Travelers Distribution Company, an affiliated broker-dealer, will become the
principal underwriter during 1998.

DISTRIBUTION AND MANAGEMENT AGREEMENT

Under the terms of the Distribution and Management Agreement among
Fund ABD II, the Company and Tower Square, the Company provides all
administrative services and mortality and expense risk guarantees related to
variable annuity contracts sold by the Company in connection with Fund ABD II.
Tower Square performs the sales functions related to the Contracts. The
Company reimburses Tower Square for commissions paid, other sales expenses and
certain overhead expenses connected with sales functions. The Company also
pays all costs (including costs associated with the preparation of sales
literature); all costs of qualifying Fund ABD II and the variable annuity
contract

1
<PAGE> 67
with regulatory authorities; the costs of proxy solicitation; and all
custodian, accountant's and legal fees. The Company also provides without cost
to Fund ABD II all necessary office space, facilities, and personnel to manage
its affairs.

VALUATION OF ASSETS

FUNDING OPTIONS: The value of the assets of each funding option is determined
on each business day as of the close of the New York Stock Exchange. Each
security traded on a national securities exchange is valued at the last
reported sale price on the business day. If there has been no sale on that
day, then the value of the security is taken to be the mean between the
reported bid and asked prices on the business day or on the basis of quotations
received from a reputable broker or any other recognized source.

Any security not traded on a securities exchange but traded in the
over-the-counter-market and for which market quotations are readily available
is valued at the mean between the quoted bid and asked prices on the business
day or on the basis of quotations received from a reputable broker or any other
recognized source.

Any security not traded on a securities exchange but traded in the
over-the-counter-market and for which market quotations are readily available
is valued at the mean between the quoted bid and asked prices on the Valuation
Date or on the basis of quotations received from a reputable broker or any
other recognized source.

Securities traded on the over-the-counter-market and listed securities
with no reported sales are valued at the mean between the last reported bid and
asked prices or on the basis of quotations received from a reputable broker or
other recognized source.

Short-term investments for which a quoted market price is available
are valued at market. Short-term investments maturing in more than sixty days
for which there is no reliable quoted market price are valued by "marking to
market" (computing a market value based upon quotations from dealers or issuers
for securities of a similar type, quality and maturity.) "Marking to market"
takes into account unrealized appreciation or depreciation due to changes in
interest rates or other factors which would influence the current fair values
of such securities. Short-term investments maturing in sixty days or less for
which there is no reliable quoted market price are valued at amortized cost
which approximates market.

THE CONTRACT VALUE: The value of an accumulation unit on any business day is
determined by multiplying the value on the preceding business day by the net
investment factor for the valuation period just ended. The net investment
factor is used to measure the investment performance of a funding option from
one valuation period to the next. The net investment factor for a funding
option for any valuation period is equal to the sum of 1.000000 plus the net
investment rate (the gross investment rate less any applicable funding option
deductions during the valuation period relating to the mortality and expense
risk charge and the administrative expense charge). The gross investment rate
of a funding option is equal to (a) minus (b), divided by (c) where:

(a) = investment income plus capital gains and losses (whether realized or
unrealized);
(b) = any deduction for applicable taxes (presently zero); and

2
<PAGE> 68
(c) = the value of the assets of the funding option at the beginning of the
valuation period.

The gross investment rate may be either positive or negative. A
funding option's investment income includes any distribution whose ex-dividend
date occurs during the valuation period.

ACCUMULATION UNIT VALUE. The value of the accumulation unit for each funding
option was initially established at $1.00. The value of an accumulation unit
on any business day is determined by multiplying the value on the preceding
business day by the net investment factor for the valuation period just ended.
The net investment factor is calculated for each funding option and takes into
account the investment performance, expenses and the deduction of certain
expenses.

ANNUITY UNIT VALUE. The initial Annuity Unit Value applicable to each funding
option was established at $1.00. An annuity unit value as of any business day
is equal to (a) the value of the annuity unit on the immediately preceding
business day, multiplied by (b) the corresponding net investment factor for the
valuation period just ended, divided by (c) the assumed net investment factor
for the valuation period. (For example, the assumed net investment factor
based on an annual assumed net investment rate of 3.0% for a Valuation Period
of one day is 1.000081 and, for a period of two days, is 1.000081 x 1.000081.)

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of
historical performance for the Funding Options of Fund ABD II. The Company may
advertise the "standardized average annual total returns" of the Funding
Option, calculated in a manner prescribed by the Securities and Exchange
Commission, as well as the "nonstandardized total returns," as described below:

STANDARDIZED METHOD. Quotations of average annual total returns are
computed according to a formula in which a hypothetical initial investment of
$1,000 is applied to the Funding Option, and then related to ending redeemable
values over one-, five-, and ten-year periods, or for a period covering the
time during which the Funding Option has been in existence, if less. If a
Funding Option has been in existence for less than one year, the "since
inception" total return performance quotations are year-to-date and are not
average annual total returns. These quotations reflect the deduction of all
recurring charges during each period (on a pro rata basis in the case of
fractional periods). The deduction for the annual contract administrative
charge ($30) is converted to a percentage of assets based on the actual fee
collected (or anticipated to be collected, if a new product), divided by the
average net assets for contracts sold (or anticipated to be sold) under the
Prospectus to which this Statement of Additional Information relates.

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be
calculated in a similar manner based on the performance of the Funding Options
over a period of time, usually for the calendar year-to-date, and for the past
one-, three-, five- and ten-year periods. Nonstandardized total returns will
not reflect the deduction of the $30 annual contract administrative charge,
which, if reflected, would decrease the level of performance shown.

For Funding Options that were in existence prior to the date they
became available under Fund ABD II, the standardized average annual total
return quotations may be accompanied by returns

3
<PAGE> 69
showing the investment performance that such Funding Options would have
achieved (reduced by the applicable charges) had they been held under the
Contract for the period quoted. The total return quotations are based upon
historical earnings and are not necessarily representative of future
performance. An Owner's Contract Value at redemption may be more or less than
original cost.

GENERAL. Within the guidelines prescribed by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), performance information may
be quoted numerically or may be presented in a table, graph or other
illustration. Advertisements may include data comparing performance to
well-known indices of market performance (including, but not limited to, the
Dow Jones Industrial Average, the Standard & Poor's (S&P) 500 Index and the S&P
400 Index, the Lehman Brothers Long T-Bond Index, the Russell 1000, 2000 and
3000 Indices, the Value Line Index, and the Morgan Stanley Capital
International's EAFE Index). Advertisements may also include published
editorial comments and performance rankings compiled by independent
organizations (including, but not limited to, Lipper Analytical Services, Inc.
and Morningstar, Inc.) and publications that monitor the performance of Fund
ABD II and the Funding Options.

Average annual total returns for each of the Funding Options
(excluding Cash Income Trust) computed according to the standardized and
nonstandardized methods for the periods ending December 31, 1997 are set forth
in the following table.

4
<PAGE> 70
TRAVELERS ACCESS
TOTAL RETURN CALCULATIONS
FUNDING OPTIONS OF FUND ABD II

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
-----------------------------------------
(taking into account all charges and fees)

- -------------------------------------------------------------------------------------------------
PORTFOLIO NAME SUBACCOUNT 1 YEAR 5 YEAR 10 YEAR
INCEPTION
DATE (1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Appreciation Fund 12/4/96 24.36% 26.13%* ---
- -------------------------------------------------------------------------------------------------
Money Market Portfolio 12/4/96 3.59% 3.03%* ---
- -------------------------------------------------------------------------------------------------
DELAWARE GROUP PREMIUM FUND, INC.
- -------------------------------------------------------------------------------------------------
REIT Series 5/1/98 --- --- ---
- -------------------------------------------------------------------------------------------------
DREYFUS VARIABLE INVESTMENT FUND
- -------------------------------------------------------------------------------------------------
Capital Appreciation Portfolio 3/23/98 --- --- ---
- -------------------------------------------------------------------------------------------------
Small Cap Portfolio 3/23/98 --- --- ---
- -------------------------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
- -------------------------------------------------------------------------------------------------
Salomon Brothers Variable Investors Fund 3/23/98 --- --- ---
- -------------------------------------------------------------------------------------------------
TRAVELERS SERIES FUND, INC.
- -------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 12/4/96 27.22% 29.41%* ---
- -------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 12/4/96 18.33% 16.97%* ---
- -------------------------------------------------------------------------------------------------
Putnam Diversified Income Portfolio 12/4/96 6.24% 6.47%* ---
- -------------------------------------------------------------------------------------------------
THE TRAVELERS SERIES TRUST
- -------------------------------------------------------------------------------------------------
Convertible Bond Portfolio 5/1/98 --- --- ---
- -------------------------------------------------------------------------------------------------
Disciplined Mid Cap Stock Portfolio 4/1/97 19.46%* --- ---
- -------------------------------------------------------------------------------------------------
Disciplined Small Cap Stock Portfolio 5/1/98 --- --- ---
- -------------------------------------------------------------------------------------------------
Equity Income Portfolio 12/4/96 30.47% 31.19%* ---
- -------------------------------------------------------------------------------------------------
Federated High Yield Portfolio 12/4/96 13.84% 12.94%* ---
- -------------------------------------------------------------------------------------------------
Federated Stock Portfolio 12/4/96 31.65% 26.26%* ---
- -------------------------------------------------------------------------------------------------
Large Cap Portfolio 12/4/96 21.72% 22.64%* ---
- -------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio 12/4/96 6.61% 8.81%* ---
- -------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 12/4/96 19.33% 18.34%* ---
- -------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio 3/23/98 --- --- ---
- -------------------------------------------------------------------------------------------------
MFS Research Portfolio 3/23/98 --- --- ---
- -------------------------------------------------------------------------------------------------
Strategic Stock Portfolio 5/1/98 --- --- ---
- -------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio 12/4/96 5.63% 5.32%* ---
- -------------------------------------------------------------------------------------------------
WARBURG PINCUS TRUST
- -------------------------------------------------------------------------------------------------
Emerging Markets Portfolio 5/1/98 --- --- ---
- -------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
NONSTANDARDIZED TOTAL RETURNS
------------------------------
(taking into account all charges and fees except
deferred sales charges and contract administrative charge)
- --------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME FUND 1 YEAR 3 YEAR 5 YEAR 10 YEAR
INCEPTION
DATE (2)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Capital Appreciation Fund 5/26/83 24.38% 28.32% 17.62% 14.77%
- --------------------------------------------------------------------------------------------------------------
Money Market Portfolio 12/31/87 3.60% 3.03% 2.64% 3.83%
- --------------------------------------------------------------------------------------------------------------
DELAWARE GROUP PREMIUM FUND, INC.
- --------------------------------------------------------------------------------------------------------------
REIT Series --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
DREYFUS VARIABLE INVESTMENT FUND
- --------------------------------------------------------------------------------------------------------------
Capital Appreciation Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
Small Cap Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
- --------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Investors Fund --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
TRAVELERS SERIES FUND, INC.
- --------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 6/20/94 27.24% 29.21% 25.91%* ---
- --------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 6/20/94 19.56% 18.70% 14.94%* ---
- --------------------------------------------------------------------------------------------------------------
Putnam Diversified Income Portfolio 6/20/94 6.26% 9.48% 8.22%* ---
- --------------------------------------------------------------------------------------------------------------
THE TRAVELERS SERIES TRUST
- --------------------------------------------------------------------------------------------------------------
Convertible Bond Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
Disciplined Mid Cap Stock Portfolio 4/1/97 33.00%* --- --- ---
- --------------------------------------------------------------------------------------------------------------
Disciplined Small Cap Stock Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
Equity Income Portfolio 8/30/96 30.48% 32.07%* --- ---
- --------------------------------------------------------------------------------------------------------------
Federated High Yield Portfolio 8/30/96 13.85% 15.99%* --- ---
- --------------------------------------------------------------------------------------------------------------
Federated Stock Portfolio 8/30/96 31.67% 33.78%* --- ---
- --------------------------------------------------------------------------------------------------------------
Large Cap Portfolio 8/30/96 21.74% 26.74%* --- ---
- --------------------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio 8/30/96 6.63% 9.88%* --- ---
- --------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 8/30/96 19.34% 18.80%* --- ---
- --------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
MFS Research Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio 8/30/96 5.65% 6.57%*
- --------------------------------------------------------------------------------------------------------------
WARBURG PINCUS TRUST
- --------------------------------------------------------------------------------------------------------------
Emerging Markets Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
</TABLE>

* Figures represent period "Since Inception," as defined below.
(1) Subaccount Inception Date reflects the actual date that the underlying fund
became available under the Separate Account, as determined by the effective
date of the Separate Account's 1940 Act Registration Statement.
(2) Fund Inception Date reflects the date that the underlying fund commenced
operations. For those funds that were in existence prior to the date that
they became available under the Separate Account, the performance figures
represent actual returns of the fund adjusted to reflect the charges that
would have been assessed under the Separate Account during the period(s)
shown. As illustrated herein, periods greater than 1 year reflect
Hypothetical Adjusted Returns.

5
<PAGE> 71

TRAVELERS ACCESS SELECT
TOTAL RETURN CALCULATIONS
FUNDING OPTIONS OF FUND ABD II

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
-----------------------------------------
(taking into account all charges and fees)

- -------------------------------------------------------------------------------------------------
PORTFOLIO NAME SUBACCOUNT 1 YEAR 5 YEAR 10 YEAR
INCEPTION
DATE (1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Appreciation Fund 12/4/96 24.36% 26.13%* ---
- -------------------------------------------------------------------------------------------------
Money Market Portfolio 12/4/96 3.59% 3.03%* ---
- -------------------------------------------------------------------------------------------------
DELAWARE GROUP PREMIUM FUND, INC.
- -------------------------------------------------------------------------------------------------
REIT Series 5/1/98 --- --- ---
- -------------------------------------------------------------------------------------------------
DREYFUS VARIABLE INVESTMENT FUND
- -------------------------------------------------------------------------------------------------
Capital Appreciation Portfolio 3/23/98 --- --- ---
- -------------------------------------------------------------------------------------------------
Small Cap Portfolio 3/23/98 --- --- ---
- -------------------------------------------------------------------------------------------------
GREENWICH STREET SERIES FUND
- -------------------------------------------------------------------------------------------------
Appreciation Portfolio 6/2/97 9.18%* --- ---
- -------------------------------------------------------------------------------------------------
Diversified Strategic Income Portfolio 6/2/97 4.81%* --- ---
- -------------------------------------------------------------------------------------------------
Total Return Portfolio 5/1/98 --- --- ---
- -------------------------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
- -------------------------------------------------------------------------------------------------
Salomon Brothers Variable Investors Fund 3/23/98 --- --- ---
- -------------------------------------------------------------------------------------------------
TRAVELERS SERIES FUND, INC.
- -------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 12/4/96 27.22% 29.41%* ---
- -------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 12/4/96 18.33% 16.97%* ---
- -------------------------------------------------------------------------------------------------
THE TRAVELERS SERIES TRUST
- -------------------------------------------------------------------------------------------------
Convertible Bond Portfolio 5/1/98 --- --- ---
- -------------------------------------------------------------------------------------------------
Disciplined Mid Cap Stock Portfolio 4/1/97 19.46%* --- ---
- -------------------------------------------------------------------------------------------------
Disciplined Small Cap Stock Portfolio 5/1/98 --- --- ---
- -------------------------------------------------------------------------------------------------
Equity Income Portfolio 12/4/96 30.47% 31.19%* ---
- -------------------------------------------------------------------------------------------------
Federated High Yield Portfolio 12/4/96 13.84% 12.94%* ---
- -------------------------------------------------------------------------------------------------
Federated Stock Portfolio 12/4/96 31.65% 26.26%* ---
- -------------------------------------------------------------------------------------------------
Large Cap Portfolio 12/4/96 21.72% 22.64%* ---
- -------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio 12/4/96 6.61% 8.81%* ---
- -------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 12/4/96 19.33% 18.34%* ---
- -------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio 3/23/98 --- --- ---
- -------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio 12/4/96 5.63% 5.32%* ---
- -------------------------------------------------------------------------------------------------
WARBURG PINCUS TRUST
- -------------------------------------------------------------------------------------------------
Emerging Markets Portfolio 5/1/98 --- --- ---
- -------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
NONSTANDARDIZED TOTAL RETURNS
------------------------------
(taking into account all charges and fees except
deferred sales charges and contract administrative charge)
- --------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME FUND 1 YEAR 3 YEAR 5 YEAR 10 YEAR
INCEPTION
DATE (2)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Capital Appreciation Fund 1/1/86 24.38% 28.32% 17.62% 14.77%
- --------------------------------------------------------------------------------------------------------------
Money Market Portfolio 12/1/87 3.60% 3.03% 2.64% 3.83%
- --------------------------------------------------------------------------------------------------------------
DELAWARE GROUP PREMIUM FUND, INC.
- --------------------------------------------------------------------------------------------------------------
REIT Series --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
DREYFUS VARIABLE INVESTMENT FUND
- --------------------------------------------------------------------------------------------------------------
Capital Appreciation Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
Small Cap Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
GREENWICH STREET SERIES FUND
- --------------------------------------------------------------------------------------------------------------
Appreciation Portfolio 10/1/91 24.66% 23.24% 14.03% 12.78%*
- --------------------------------------------------------------------------------------------------------------
Diversified Strategic Income Portfolio 10/1/91 6.63% 10.21% 7.32% 6.04%*
- --------------------------------------------------------------------------------------------------------------
Total Return Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
- --------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Investors Fund --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
TRAVELERS SERIES FUND, INC.
- --------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 6/1/94 27.24% 29.21% 25.91%* ---
- --------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 6/1/94 19.56% 18.70% 14.94%* ---
- --------------------------------------------------------------------------------------------------------------
THE TRAVELERS SERIES TRUST
- --------------------------------------------------------------------------------------------------------------
Convertible Bond Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
Disciplined Mid Cap Stock Portfolio 4/1/97 33.00%* --- --- ---
- --------------------------------------------------------------------------------------------------------------
Disciplined Small Cap Stock Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
Equity Income Portfolio 8/1/96 30.48% 32.09%* --- ---
- --------------------------------------------------------------------------------------------------------------
Federated High Yield Portfolio 8/1/96 13.85% 15.99%* --- ---
- --------------------------------------------------------------------------------------------------------------
Federated Stock Portfolio 8/1/96 31.67% 33.78%* --- ---
- --------------------------------------------------------------------------------------------------------------
Large Cap Portfolio 8/1/96 21.74% 26.74%* --- ---
- --------------------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio 8/1/96 6.63% 9.88%* --- ---
- --------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 8/1/96 19.34% 18.80%* --- ---
- --------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio 8/1/96 5.65% 6.57%* --- ---
- --------------------------------------------------------------------------------------------------------------
WARBURG PINCUS TRUST
- --------------------------------------------------------------------------------------------------------------
Emerging Markets Portfolio --- --- --- ---
- --------------------------------------------------------------------------------------------------------------
</TABLE>

6
<PAGE> 72
FEDERAL TAX CONSIDERATIONS

The following description of the federal income tax consequences under
this Contract is not exhaustive and is not intended to cover all situations.
Because of the complexity of the law and the fact that the tax results will
vary according to the factual status of the individual involved, tax advice may
be needed by a person contemplating purchase of an annuity contract and by a
contract owner or beneficiary who may make elections under a contract. For
further information, please consult a qualified tax adviser.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS
Federal tax law requires that minimum annual distributions begin by
April 1st of the calendar year following the calendar year in which a
participant under a qualified plan, a Section 403(b) annuity, or an IRA attains
age 70 1/2. Distributions must also begin or be continued according to required
patterns following the death of the contract owner or the annuitant.

NONQUALIFIED ANNUITY CONTRACTS
Individuals may purchase tax-deferred annuities without tax law
funding limits. The purchase payments receive no tax benefit, deduction or
deferral, but increases in the value of the contract are generally deferred
from tax until distribution. If a nonqualified annuity is owned by other than
an individual, however, (e.g., by a corporation), the increases in value
attributable to purchase payments made after February 28, 1986 are includable
in income annually. Furthermore, for contracts issued after April 22, 1987,
all deferred increases in value will be includable in the income of a contract
owner when the contract owner transfers the contract without adequate
consideration.

If two or more annuity contracts are purchased from the same insurer
within the same calendar year, distributions from any of them will be taxed
based upon the amount of income in all of the same calendar year series of
annuities. This will generally have the effect of causing taxes to be paid
sooner on the deferred gain in the contracts.

Those receiving partial distributions made before the maturity date
will generally be taxed on an income-first basis to the extent of income in the
contract. If you are exchanging another annuity contract for this annuity,
certain pre-August 14, 1982 deposits into an annuity contract that have been
placed in the contract by means of a tax-deferred exchange under Section 1035
of the Code may be withdrawn first without income tax liability. This
information on deposits must be provided to the Company by the other insurance
company at the time of the exchange. There is income in the contract generally
to the extent the cash value exceeds the investment in the contract. The
investment in the contract is equal to the amount of premiums paid less any
amount received previously which was excludable from gross income. Any direct
or indirect borrowing against the value of the contract or pledging of the
contract as security for a loan will be treated as a cash distribution under
the tax law.

The federal tax law requires that nonqualified annuity contracts meet
minimum mandatory distribution requirements upon the death of the contract
owner, including the first of joint owners. Failure to meet these requirements
will cause the surviving joint owner, or the beneficiary to lose the tax
benefits associated with annuity contracts, i.e., primarily the tax deferral
prior to distribution. The distribution required depends, among other things,
upon whether an annuity option is elected or whether the new contract owner is
the surviving spouse. Contracts will be administered by the

7
<PAGE> 73
Company in accordance with these rules and the Company will make a notification
when payments should be commenced.

INDIVIDUAL RETIREMENT ANNUITIES
To the extent of earned income for the year and not exceeding $2,000
per individual, an individual may make deductible contributions to an
individual retirement annuity (IRA). There are certain limits on the
deductible amount based on the adjusted gross income of the individual and
spouse and based on their participation in a retirement plan. If an individual
is married and the spouse does not have earned income, the individual may
establish IRAs for the individual and spouse. Purchase payments may then be
made annually into IRAs for both spouses in the maximum amount of 100% of
earned income up to a combined limit of $4,000.

The Code provides for the purchase of a Simplified Employee Pension
(SEP) plan. A SEP is funded through an IRA with an annual employer contribution
limit of 15% of compensation up to $30,000 for each participant.

SIMPLE Plan IRA Form

Effective January 1, 1997, employers may establish a savings incentive
match plan for employees ("SIMPLE plan") under which employees can make
elective salary reduction contributions to an IRA based on a percentage of
compensation of up to $6,000. (Alternatively, the employer can establish a
SIMPLE cash or deferred arrangement under IRS Section 401(k)). Under a SIMPLE
plan IRA, the employer must either make a matching contribution of 100% on the
first 3% or 7% contribution for all eligible employees. Early withdrawals are
subject to the 10% early withdrawal penalty generally applicable to IRAs,
except that an early withdrawal by an employee under a SIMPLE plan IRA, within
the first two years of participation, shall be subject to a 25% early
withdrawal tax.

ROTH IRAS
Effective January 1, 1998, Section 408A of the Code permits certain
individuals to contribute to a Roth IRA. Eligibility to make contributions is
based upon income, and the applicable limits vary based on marital status
and/or whether the contribution is a rollover contribution from another IRA or
an annual contribution. Contributions to a Roth IRA, which are subject to
certain limitations ($2,000 per year for annual contributions), are not
deductible and must be made in cash or as a rollover or transfer from another
Roth IRA or other IRA. A conversion of a "traditional" IRA to a Roth IRA may
be subject to tax and other special rules apply. You should consult a tax
adviser before combining any converted amounts with other Roth IRA
contributions, including any other conversion amounts from other tax years.

Qualified distributions from a Roth IRA are tax-free. A qualified
distribution requires that the Roth IRA has been held for at least 5 years, and
the distribution is made after age 59 1/2, on death or disability of the owner,
or for a limited amount ($10,000) for a qualified first time home purchase for
the owner or certain relatives. Income tax and a 10% penalty tax may apply to
distributions made (1) before age 59 1/2 (subject to certain exceptions) or
(2) during five taxable years starting with the year in which the first
contribution is made to the Roth IRA.

8
<PAGE> 74
QUALIFIED PENSION AND PROFIT-SHARING PLANS
Under a qualified pension or profit-sharing plan, purchase payments
made by an employer are not currently taxable to the participant and increases
in the value of a contract are not subject to taxation until received by a
participant or beneficiary.

Distributions are taxable to the participant or beneficiary as
ordinary income in the year of receipt. Any distribution that is considered
the participant's "investment in the contract" is treated as a return of
capital and is not taxable. Certain lump-sum distributions may be eligible for
special forward averaging tax treatment for certain classes of individuals.

FEDERAL INCOME TAX WITHHOLDING
The portion of a distribution which is taxable income to the recipient
will be subject to federal income tax withholding as follows:

1. ELIGIBLE ROLLOVER DISTRIBUTION FROM SECTION 403(b) PLANS OR ARRANGEMENTS
OR FROM QUALIFIED PENSION AND PROFIT-SHARING PLANS

There is a mandatory 20% tax withholding for plan distributions that
are eligible for rollover to an IRA or to another retirement plan but that are
not directly rolled over. A distribution made directly to a participant or
beneficiary may avoid this result if:

(a) a periodic settlement distribution is elected based upon a life or
life expectancy calculation, or

(b) a term-for-years settlement distribution is elected for a period of
ten years or more, payable at least annually, or

(c) a minimum required distribution as defined under the tax law is
taken after the attainment of the age of 70 1/2 or as otherwise
required by law.

A distribution including a rollover that is not a direct rollover will
be subject to the 20% withholding, and a 10% additional tax penalty may apply
to any amount not added back in the rollover. The 20% withholding may be
recovered when the participant or beneficiary files a personal income tax
return for the year if a rollover was completed within 60 days of receipt of
the funds, except to the extent that the participant or spousal beneficiary is
otherwise underwithheld or short on estimated taxes for that year.

2. OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)

To the extent not described as requiring 20% withholding in 1 above,
the portion of a non-periodic distribution which constitutes taxable income
will be subject to federal income tax withholding, if the aggregate
distributions exceed $200 for the year, unless the recipient elects not to have
taxes withheld. If no such election is made, 10% of the taxable distribution
will be withheld as federal income tax. Election forms will be provided at the
time distributions are requested. This form of withholding applies to all
annuity programs.

9
<PAGE> 75

3. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN
ONE YEAR)

The portion of a periodic distribution which constitutes taxable
income will be subject to federal income tax withholding under the wage
withholding tables as if the recipient were married claiming three exemptions.
A recipient may elect not to have income taxes withheld or have income taxes
withheld at a different rate by providing a completed election form. Election
forms will be provided at the time distributions are requested. This form of
withholding applies to all annuity programs. As of January 1, 1998, a
recipient receiving periodic payments (e.g., monthly or annual payments under
an annuity option) which total $15,200 or less per year, will generally be
exempt from periodic withholding.

Recipients who elect not to have withholding made are liable for
payment of federal income tax on the taxable portion of the distribution. All
recipients may also be subject to penalties under the estimated tax payment
rules if withholding and estimated tax payments are not sufficient to cover tax
liabilities.

Recipients who do not provide a social security number or other
taxpayer identification number will not be permitted to elect out of
withholding. Additionally, U.S citizens residing outside of the country, or
U.S. legal residents temporarily residing outside the country, are not
permitted to elect out of withholding.

INDEPENDENT ACCOUNTANTS

Financial statements as of and for the year ended December 31, 1997 of
Fund ABD II, included in the Annual Report incorporated by reference in this
SAI, have been incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm as
experts in accounting and auditing.

The financial statements of The Travelers Life and Annuity Company as
of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997, have been included herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

10
<PAGE> 76
THE TRAVELERS LIFE AND ANNUITY COMPANY

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholder
The Travelers Life and Annuity Company:

We have audited the accompanying balance sheets of The Travelers Life and
Annuity Company as of December 31, 1997 and 1996, and the related statements of
income and retained earnings and cash flows for each of the years in the
three-year period ended December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Travelers Life and Annuity
Company as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP
Hartford, Connecticut
January 26, 1998

F-1
<PAGE> 77
THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF INCOME AND RETAINED EARNINGS
($ in thousands)

FOR THE YEAR ENDED DECEMBER 31, 1997 1996 1995
---- ---- ----

<S> <C> <C> <C>
REVENUES
Premiums $ 35,190 $ 17,462 $ 10,691
Net investment income 168,653 151,326 123,197
Realized investment gains (losses) 44,871 (9,613) 18,713
Other 8,163 2,276 1,286
-------- -------- --------
Total Revenues 256,877 161,451 153,887
-------- -------- --------

BENEFITS AND EXPENSES
Current and future insurance benefits 95,639 77,285 73,818
Interest credited to contractholders 35,165 35,607 30,472
Operating expenses, including amortization of deferred acquisition
costs and value of insurance in force 16,498 8,977 6,161
-------- -------- --------
Total Benefits and Expenses 147,302 121,869 110,451
-------- -------- --------

Income before federal income taxes 109,575 39,582 43,436
-------- -------- --------

Federal income taxes:
Current 33,859 29,456 2,555
Deferred expense (benefit) 4,344 (15,665) 11,964
-------- -------- --------
Total Federal Income Taxes 38,203 13,791 14,519
-------- -------- --------

Net income 71,372 25,791 28,917
Retained earnings beginning of year 167,698 157,907 128,990
Dividends to parent 14,000 16,000 -
-------- -------- --------
Retained Earnings End of Year $225,070 $167,698 $157,907
======== ======== ========
</TABLE>

See Notes to Financial Statements.

F-2
<PAGE> 78
THE TRAVELERS LIFE AND ANNUITY COMPANY
BALANCE SHEETS
($ in thousands)

DECEMBER 31, 1997 1996
- ------------ ---- ----

<S> <C> <C>
ASSETS
Fixed maturities, available for sale at fair value (cost, $1,571,121; $1,440,806) $1,678,120 $1,484,670
Equity securities, at fair value (cost, $15,092; $12,396) 16,289 15,902
Mortgage loans 160,247 128,440
Real estate held for sale - 10,111
Policy loans 2,894 1,750
Short-term securities 169,229 81,162
Other invested assets 118,348 88,641
---------- ----------
Total Investments $2,145,127 $1,810,676
---------- ----------

Separate accounts 812,059 290,940
Deferred acquisition costs and value of insurance in force 90,966 40,027
Deferred federal income taxes 33,661 57,617
Other assets 73,414 55,023
---------- ----------
Total Assets $3,155,227 $2,254,283
---------- ----------

LIABILITIES
Future policy benefits $971,602 $967,621
Contractholder funds 818,971 582,183
Separate accounts 812,059 290,716
Other liabilities 86,934 41,895
---------- ----------
Total Liabilities $2,689,566 $1,882,415
---------- ----------

SHAREHOLDER'S EQUITY
Common stock, par value $100; 100,000 shares authorized, 30,000 issued and outstanding 3,000 3,000
Additional paid-in capital 167,314 167,314
Retained earnings 225,070 167,698
Unrealized investment gains, net of taxes 70,277 33,856
---------- ----------
Total Shareholder's Equity 465,661 371,868
---------- ----------

Total Liabilities and Shareholder's Equity $3,155,227 $2,254,283
========== ==========
</TABLE>

See Notes to Financial Statements.

F-3

<PAGE> 79
THE TRAVELERS LIFE AND ANNUITY COMPANY
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
($ in thousands)
<TABLE>
<CAPTION>

FOR THE YEAR ENDED DECEMBER 31, 1997 1996 1995
- ------------------------------- ---- ---- ----

<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Premiums collected $ 34,553 $ 6,472 $ 1,950
Net investment income received 170,460 71,083 66,219
Benefits and claims paid (90,820) (70,331) (71,710)
Interest credited to contractholders (35,165) (813) -
Operating expenses paid (40,868) (5,482) (3,013)
Income taxes paid (22,440) (23,931) (35,305)
Other (7,702) (6,857) (6,772)
---------- --------- ---------
Net Cash Provided by (Used in) Operating Activities 8,018 (29,859) (48,631)
---------- --------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 81,899 20,301 11,752
Mortgage loans 8,972 37,789 24,137
Proceeds from sales of investments
Fixed maturities 856,846 978,970 459,971
Equity securities 12,404 12,818 11,823
Mortgage loans 5,483 22,437 7,013
Real estate held for sale 4,493 - -
Purchases of investments
Fixed maturities (1,020,803) (994,443) (515,098)
Equity securities (6,382) (5,412) (156)
Mortgage loans (41,967) (21,450) (4,890)
Policy loans (1,144) (1,750) -
Short-term securities, purchases, net (88,067) (19,688) (5,051)
Other investments, (purchases) sales, net (51,502) (6,160) 9,274
Securities transactions in course of settlement 10,526 (51,703) 45,727
---------- --------- ---------
Net Cash Provided by (Used in) Investing Activities (229,242) (28,291) 44,502
---------- --------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Contractholder fund deposits 325,932 96,490 5,707
Contractholder fund withdrawals (89,145) (22,340) (1,874)
Dividends to parent company (14,000) (16,000) -
---------- --------- ---------
Net Cash Provided by Financing Activities $ 222,787 $ 58,150 $ 3,833
---------- --------- ---------
Net increase (decrease) in cash $ 1,563 $ - $ (296)
---------- --------- ---------
Cash at December 31, $ 1,563 $ - $ -
========== ========= =========
</TABLE>

See Notes to Financial Statements.

F-4
<PAGE> 80
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies used in the preparation of the accompanying
financial statements follow.

Basis of Presentation

The Travelers Life and Annuity Company (the Company) is a wholly owned
subsidiary of The Travelers Insurance Company (TIC), an indirect wholly
owned subsidiary of Travelers Group Inc. (Travelers Group). The financial
statements and accompanying footnotes of the Company are prepared in
conformity with generally accepted accounting principles. The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and benefits and expenses during the
reporting period. Actual results could differ from those estimates.

The accompanying financial statements reflect a change in presentation of
the assets, liabilities and operations of the structured settlement
separate account business of the Company. The assets and liabilities were
previously reported in separate account line items and are now incorporated
in various financial statement classifications. As a result of this change,
invested assets in the amount of $814.5 million and $863.6 million at
December 31, 1997 and 1996, respectively, associated with structured
settlement contract obligations, are reported as investments. The related
structured settlement contract obligations, which were $842.3 million and
$809.1 million at December 31, 1997 and 1996, respectively, are included in
future policy benefits and contractholder funds. Additionally, structured
settlement transactions included in the income statement for the years
ended December 31, 1997, 1996 and 1995 are premiums of $23.2 million, $8.1
million and $8.0 million, respectively, net investment income of $65.9
million, $62.3 million and $60.0 million, respectively, and benefits and
expenses of $66.5 million, $56.4 million and $51.8 million, respectively.
The 1996 and 1995 amounts were previously reported as a net $13.9 million
and $16.2 million, respectively, included in other revenue.

This change in presentation has no effect on net income, total assets,
total liabilities, or shareholder's equity as reflected in the statements
of income and retained earnings, and balance sheets for the periods
presented.

The Company has determined that a change in presentation was warranted
because of the nature of this particular separate account and the change in
product focus of the Company. The assets of the structured settlement
separate account are owned by, and investment risk is borne by, the
Company, which also guarantees the obligations of this separate account.
Consequently, the Company, not the contractholder, bears the risks of this
separate account.

The Company is now offering a variety of variable annuity products where
the investment risk is borne by the contractholder, not the Company, and
the benefits are not guaranteed. The premiums and deposits related to these
products are reported in separate accounts. The Company considers it
necessary to differentiate, for financial statement purposes, the results
of the risks it has assumed from those it has not. See also Note 6.

Certain reclassifications have been made to the prior year's financial
statements to conform to the current year's presentation.

F-5
<PAGE> 81
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Accounting Changes

EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER POSTRETIREMENT BENEFITS

In February, 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits" (FAS 132).
FAS 132 supersedes the disclosure requirements in FASB Statements No. 87,
"Employers' Accounting for Pensions," No. 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefits Pension Plans and
Termination of Benefits," and No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." FAS 132 addresses disclosure
only and does not address measurement or recognition. In addition to other
disclosure changes, FAS 132 allows employers to disclose total
contributions to multi-employer plans without disaggregating the amounts
attributable to pensions and other postretirement benefits. This statement
is effective for fiscal years beginning after December 15, 1997. Earlier
application is encouraged. Effective December 31, 1997, the Company adopted
FAS 132. The adoption of this standard did not have any impact on results
of operations, financial condition or liquidity.

ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES

Effective January 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" (FAS 125). FAS 125
establishes accounting and reporting standards for transfers and servicing
of financial assets and extinguishments of liabilities. These standards are
based on an approach that focuses on control. Under this approach, after a
transfer of financial assets, an entity recognizes the financial and
servicing assets it controls and the liabilities it has incurred,
derecognizes financial assets when control has been surrendered, and
derecognizes liabilities when extinguished. FAS 125 provides standards for
distinguishing transfers of financial assets that are sales from transfers
that are secured borrowings. The requirements of FAS 125 are effective for
transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996, and are to be applied
prospectively. However, in December 1996 the FASB issued Statement of
Financial Accounting Standards No. 127, "Deferral of the Effective Date of
Certain Provisions of FASB Statement No. 125," which delays until January
1, 1998 the effective date for certain provisions. Application of FAS 125
prior to the effective date or retroactively is not permitted. The adoption
of the provisions of FAS 125 effective January 1, 1997 did not have a
material impact on results of operations, financial condition or liquidity.
The adoption of the provisions of FAS 127 effective January, 1998 will not
have a material impact on the results of operations, financial condition or
liquidity of the Company.

ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED
ASSETS TO BE DISPOSED OF

Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." This statement
establishes accounting standards for the impairment of long-lived assets
and certain identifiable intangibles to be disposed. This statement
requires a write down to fair value when long-lived assets to be held and
used are impaired. The statement also requires long-lived assets to be
disposed (e.g., real estate held for sale) be carried at the lower of cost
or fair value less cost to sell, and does not allow such assets to be
depreciated. The adoption of this standard did not have a material impact
on the Company's financial condition, results of operations or liquidity.

F-6

<PAGE> 82
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Accounting for Stock-Based Compensation

In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" (FAS 123).
This statement establishes financial accounting and reporting standards for
stock-based employee compensation plans as well as transactions in which an
entity issues its equity instruments to acquire goods or services from
non-employees. This statement defines a fair value-based method of
accounting for employee stock options or similar equity instruments, and
encourages all entities to adopt this method of accounting for all employee
stock compensation plans. However, it also allows an entity to continue to
measure compensation cost for those plans using the intrinsic value-based
method of accounting prescribed by Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25). Entities electing
to remain with the accounting method prescribed in APB 25 must make
pro-forma disclosures of net income and earnings per share, as if the fair
value-based method of accounting defined by FAS 123 had been applied. FAS
123 is applicable to fiscal years beginning after December 15, 1995. The
Company has elected to continue to account for its stock-based employee
compensation plans using the accounting method prescribed by APB 25 and,
had the Company applied FAS 123 in accounting for stock options, net income
would have been reduced by an insignificant amount in 1997, 1996 and 1995.
The Company has adopted FAS 123 for its stock-based non-employee
compensation plans.

Accounting Policies

INVESTMENTS

Fixed maturities include bonds, notes and redeemable preferred stocks. Fair
values of investments in fixed maturities are based on quoted market prices
or dealer quotes or, if these are not available, discounted expected cash
flows using market rates commensurate with the credit quality and maturity
of the investment. Fixed maturities are classified as "available for sale"
and are reported at fair value, with unrealized investment gains and
losses, net of income taxes, charged or credited directly to shareholder's
equity.

Equity securities, which include common and non-redeemable preferred
stocks, are classified as "available for sale" and are carried at fair
value based primarily on quoted market prices. Changes in fair values of
equity securities are charged or credited directly to shareholder's equity,
net of income taxes.

Mortgage loans are carried at amortized cost. A mortgage loan is considered
impaired when it is probable that the Company will be unable to collect
principal and interest amounts due. For mortgage loans that are determined
to be impaired, a reserve is established for the difference between the
amortized cost and fair market value of the underlying collateral. In
estimating fair value, the Company uses interest rates reflecting the
higher returns required in the current real estate financing market.
Impaired loans were insignificant at December 31, 1997 and 1996.

Real estate held for sale is carried at the lower of cost or fair value
less estimated cost to sell. Fair value of foreclosed properties is
established at the time of foreclosure by internal analysis or external
appraisers, using discounted cash flow analyses and other accepted
techniques. Thereafter, an allowance for losses on real estate held for
sale is established if the carrying value of the property exceeds its
current fair value less estimated costs to sell. There was no such
allowance at December 31, 1996.

Short-term securities, consisting primarily of money market instruments and
other debt issues purchased with a maturity of less than one year, are
carried at amortized cost which approximates market.

F-7
<PAGE> 83
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Accrual of income, included in other assets, is suspended on fixed
maturities or mortgage loans that are in default, or on which it is likely
that future payments will not be made as scheduled. Interest income on
investments in default is recognized only as payment is received.

Included in investments are invested assets associated with Structured
Settlement Guaranteed Separate Accounts where the investment risk is borne
by the Company. See Note 6.

INVESTMENT GAINS AND LOSSES

Realized investment gains and losses are included as a component of pre-tax
revenues based upon specific identification of the investments sold on the
trade date. Also included are gains and losses arising from the
remeasurement of the local currency value of foreign investments to U.S.
dollars, the functional currency of the Company.

POLICY LOANS

Policy loans are carried at the amount of the unpaid balances that are not
in excess of the net cash surrender values of the related insurance
policies. The carrying value of policy loans, which have no defined
maturities, is considered to be fair value.

SEPARATE ACCOUNTS

The Company has separate account assets and liabilities representing funds
for which investment income and investment gains and losses accrue directly
to, and investment risk is borne by, the contractholders. Each of these
accounts have specific investment objectives. The assets and liabilities of
these accounts are carried at fair value, and amounts assessed to the
contractholders for management services are included in revenues. Deposits,
net investment income and realized investment gains and losses for these
accounts are excluded from revenues, and related liability increases are
excluded from benefits and expenses.

The Company also has a separate account for structured settlement annuity
obligations where the investment risk is borne by the Company. The assets
and liabilities of this separate account are included in investments,
future policy benefits and contractholder funds for financial reporting
purposes. See Note 6.

DEFERRED ACQUISITION COSTS AND VALUE OF INSURANCE IN FORCE

Costs of acquiring individual life insurance and annuity business,
principally commissions and certain expenses related to policy issuance,
underwriting and marketing, all of which vary with and are primarily
related to the production of new business, are deferred. Acquisition costs
relating to traditional life insurance are amortized in relation to
anticipated premiums; universal life in relation to estimated gross
profits; and annuity contracts employing a level yield method. A 10- to
25-year amortization period is used for life insurance, and a 10- to
20-year period is employed for annuities. Deferred acquisition costs are
reviewed periodically for recoverability to determine if any adjustment is
required. Adjustments, if any are charged to income.

F-8
<PAGE> 84
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

The value of insurance in force represents the actuarially determined
present value of anticipated profits to be realized from annuities
contracts at the date of acquisition using the same assumptions that were
used for computing related liabilities where appropriate. The value of
insurance in force was the actuarially determined present value of the
projected future profits discounted at an interest rate of 16% for the
business acquired. The value of the business in force is amortized using
current interest crediting rates to accrete interest and amortized
employing a level yield method. The value of insurance in force is reviewed
periodically for recoverability to determine if any adjustment is required.
Adjustments, if any, are charged to income.

FUTURE POLICY BENEFITS

Benefit reserves represent liabilities for future insurance policy
benefits. Benefit reserves for life insurance and annuity policies have
been computed based upon mortality, morbidity, persistency and interest
assumptions applicable to these coverages, which range from 3.0% to 7.5%,
including a provision for adverse deviation. These assumptions consider
Company experience and industry standards. The assumptions vary by plan,
age at issue, year of issue and duration.

CONTRACTHOLDER FUNDS

Contractholder funds represent receipts from the issuance of universal
life, certain individual annuity contracts, and structured settlement
contracts. Contractholder fund balances are increased by such receipts and
credited interest and reduced by withdrawals, mortality charges and
administrative expenses charged to the contractholders. Interest rates
credited to contractholder funds range from 3.9% to 7.2%.

PERMITTED STATUTORY ACCOUNTING PRACTICES

The Company, domiciled in the State of Connecticut, prepares statutory
financial statements in accordance with the accounting practices prescribed
or permitted by the State of Connecticut Insurance Department. Prescribed
statutory accounting practices include certain publications of the National
Association of Insurance Commissioners as well as state laws, regulations,
and general administrative rules. Permitted statutory accounting practices
encompass all accounting practices not so prescribed. The impact of any
permitted accounting practices on the statutory surplus of the Company is
not material.

PREMIUMS

Premiums are recognized as revenues when due. Reserves are established for
the portion of premiums that will be earned in future periods.

OTHER REVENUES

Other revenues include surrender, mortality and administrative charges, and
fees earned on investment and other insurance contracts.

FEDERAL INCOME TAXES

The provision for federal income taxes is comprised of two components,
current income taxes and deferred income taxes. Deferred federal income
taxes arise from changes during the year in cumulative temporary
differences between the tax basis and book basis of assets and liabilities.
The deferred federal income tax asset is recognized to the extent that
future realization of the tax benefit is more likely than not, with a
valuation allowance for the portion that is not likely to be recognized.

F-9
<PAGE> 85
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Future Application of Accounting Standards

In December 1997, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of
Position 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-Related Assessments" (SOP 97-3). SOP 97-3 provides guidance for
determining when an entity should recognize a liability for guaranty-fund
and other insurance-related assessments, how to measure that liability, and
when an asset may be recognized for the recovery of such assessments
through premium tax offsets or policy surcharges. This SOP is effective for
financial statements for fiscal years beginning after December 15, 1998,
and the effect of initial adoption is to be reported as a cumulative
catch-up adjustment. Restatement of previously issued financial statements
is not allowed. The Company has not yet determined when it will implement
this SOP and does not anticipate any material impact on the Company's
financial condition, results of operations or liquidity.

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income" (FAS 130). FAS 130 establishes
standards for the reporting and display of comprehensive income and its
components in a full set of general-purpose financial statements. All items
that are required to be recognized under accounting standards as components
of comprehensive income are to be reported in a financial statement that is
displayed with the same prominence as other financial statements. FAS 130
stipulates that comprehensive income reflect the change in equity of an
enterprise during a period from transactions and other events and
circumstances from non-owner sources. Comprehensive income will thus
represent the sum of net income and other comprehensive income, although
FAS 130 does not require the use of the terms comprehensive income or other
comprehensive income. The accumulated balance of other comprehensive income
shall be displayed separately from retained earnings and additional paid-in
capital in the statement of financial position. FAS 130 is effective for
fiscal years beginning after December 15, 1997. The Company anticipates
that the adoption of FAS 130 will result primarily in reporting unrealized
gains and losses on investments in debt and equity securities in
comprehensive income.

In June 1997, the FASB also issued Statement of Financial Accounting
Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" (FAS 131). FAS 131 establishes standards for the way that
public enterprises report information about operating segments in annual
financial statements and requires that selected information about those
operating segments be reported in interim financial statements. FAS 131
supersedes Statement of Financial Accounting Standards No. 14, "Financial
Reporting for Segments of a Business Enterprise" (FAS 14). FAS 131 requires
that all public enterprises report financial and descriptive information
about its reportable operating segments. Operating segments are defined as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decisionmaker
in deciding how to allocate resources and in assessing performance. FAS 131
is effective for fiscal years beginning after December 15, 1997. The
Company's reportable operating segment will not change as a result of the
adoption of FAS 131.

F-10
<PAGE> 86
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

2. REINSURANCE

The Company participates in reinsurance in order to limit losses, minimize
exposure to large risks, provide capacity for future growth and to effect
business-sharing arrangements. The Company remains primarily liable as the
direct insurer on all risks reinsured.

Life insurance in force ceded to TIC at December 31, 1997 and 1996 was
$76.4 million and $90.7 million, respectively. Life insurance in force
ceded to non-affiliates at December 31, 1997 and 1996, was $4.5 billion and
$2.2 billion, respectively.

3. SHAREHOLDER'S EQUITY

Unrealized Investment Gains (Losses)

See Note 11 for an analysis of the change in unrealized gains and losses on
investments.

Shareholder's Equity and Dividend Availability

The Company's statutory net income was $80.3 million, $17.9 million and
$23.0 million for the years ended December 31, 1997, 1996 and 1995,
respectively.

Statutory capital and surplus was $328.2 million and $254.1 million at
December 31, 1997 and 1996, respectively.

The Company is currently subject to various regulatory restrictions that
limit the maximum amount of dividends available to be paid to its parent
without prior approval of insurance regulatory authorities. Statutory
surplus of $63.6 million is available in 1998 for dividend payments by the
Company without prior approval of the Connecticut Insurance Department.

4. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivative Financial Instruments

The Company uses derivative financial instruments, including financial
futures, equity options, forward contracts and interest rate swaps as a
means of hedging exposure to foreign currency, equity price changes and/or
interest rate risk on anticipated transactions or existing assets and
liabilities. The Company does not hold or issue derivative instruments for
trading purposes.

These derivative financial instruments have off-balance sheet risk.
Financial instruments with off-balance sheet risk involve, to varying
degrees, elements of credit and market risk in excess of the amount
recognized in the balance sheet. The contract or notional amounts of these
instruments reflect the extent of involvement the Company has in a
particular class of financial instrument. However, the maximum loss of cash
flow associated with these instruments can be less than these amounts. For
forward contracts and interest rate swaps, credit risk is limited to the
amounts calculated to be due the Company on such contracts. Financial
futures contracts and purchased listed option contracts have little credit
risk since organized exchanges are the counterparties.

F-11
<PAGE> 87
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

The Company monitors creditworthiness of counterparties to these financial
instruments by using criteria of acceptable risk that are consistent with
on-balance sheet financial instruments. The controls include credit
approvals, limits and other monitoring procedures.

The Company uses exchange traded financial futures contracts to manage its
exposure to changes in interest rates which arise from the sale of certain
insurance and investment products, or the need to reinvest proceeds from
the sale or maturity of investments. To hedge against adverse changes in
interest rates, the Company enters long or short positions in financial
futures contracts to offset asset price changes resulting from changes in
market interest rates until an investment is purchased or a product is
sold.

Margin payments are required to enter a futures contract and contract gains
or losses are settled daily in cash. The contract amount of futures
contracts represents the extent of the Company's involvement, but not
future cash requirements, as open positions are typically closed out prior
to the delivery date of the contract.

At December 31, 1997 and 1996, the Company held financial futures contracts
with notional amounts of $156.3 million and $20.3 million, respectively. At
December 31, 1997 and 1996, the Company's futures contracts had no fair
value because these contracts are marked to market and settled in cash
daily.

The off-balance sheet risks of equity options, forward contracts, and
interest rate swaps were not significant at December 31, 1997 and 1996.

Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, the Company issues fixed and variable
rate loan commitments and has unfunded commitments to partnerships. The
off-balance sheet risk of these financial instruments was not significant
at December 31, 1997 and 1996.

Fair Value of Certain Financial Instruments

The Company uses various financial instruments in the normal course of its
business. Fair values of financial instruments that are considered
insurance contracts are not required to be disclosed and are not included
in the amounts discussed.

At December 31, 1997, investments in fixed maturities had a carrying value
and a fair value of $1.7 billion, compared with a carrying value and a fair
value of $1.5 billion at December 31, 1996. See Notes 1 and 11.

At December 31, 1997 and 1996, mortgage loans had a carrying value of
$160.2 million and $128.4 million, respectively, which approximates fair
value. In estimating fair value, the Company used interest rates reflecting
the higher returns required in the current real estate financing market.

The carrying values of $33.8 million and $22.7 million of financial
instruments classified as other assets approximated their fair values at
December 31, 1997 and 1996, respectively. The carrying values of $72.7
million and $38.5 million of financial instruments classified as other
liabilities also approximated their fair values at December 31, 1997 and
1996, respectively. Fair value is determined using various methods,
including discounted cash flows, as appropriate for the various financial
instruments.

F-12
<PAGE> 88
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

At December 31, 1997, contractholder funds with defined maturities had a
carrying value of $694.9 million and a fair value of $695.9 million,
compared with a carrying value of $546.5 million and a fair value of $545.2
million at December 31, 1996. The fair value of these contracts is
determined by discounting expected cash flows at an interest rate
commensurate with the Company's credit risk and the expected timing of cash
flows. Contractholder funds without defined maturities had a carrying value
of $98.5 million and a fair value of $93.9 million at December 31, 1997,
compared with a carrying value of $26.9 million and a fair value of $25.6
million at December 31, 1996. These contracts generally are valued at
surrender value.

The carrying values of short-term securities and policy loans approximated
their fair values.

5. COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance Sheet Risk

The Company has, in the normal course of business, provided fixed rate loan
commitments and commitments to partnerships.

The off-balance sheet risks of fixed rate loan commitments, commitments to
partnerships and forward contracts were not significant at December 31,
1997 and 1996.

Litigation

The Company is a defendant in various litigation matters in the normal
course of business. Although there can be no assurances, as of December 31,
1997, the Company believes, based on information currently available, that
the ultimate resolution of these legal proceedings would not be likely to
have a material adverse effect on its results of operations, financial
condition or liquidity.

6. STRUCTURED SETTLEMENT CONTRACTS

The Company has structured settlement contracts that provide guarantees for
the contractholders independent of the investment performance of the assets
held in the related separate account. The assets held in the separate
account are owned by the Company and contractholders do not share in their
investment performance.

The Company maintains assets sufficient to fund the guaranteed benefits
attributable to the liabilities. Assets held in the separate account cannot
be used to satisfy any other obligations of the Company.

The Company reports the related assets and liabilities in investments,
future policy benefit reserves and contractholder funds.

F-13
<PAGE> 89
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

7. BENEFIT PLANS

Pension and Other Postretirement Benefits

The Company participates in a qualified, noncontributory defined benefit
pension plan sponsored by an affiliate. In addition, the Company provides
certain other postretirement benefits to retired employees through a plan
sponsored by an affiliate. The Company's share of net expense for the
qualified pension and other postretirement benefit plans was not
significant for 1997, 1996 and 1995. Beginning January 1, 1996, the
Company's other postretirement benefit plans were amended to restrict
benefit eligibility to retirees and certain retiree-eligible employees.
Previously, covered employees could become eligible for postretirement
benefits if they reached retirement age while working for the Company.

401(k) Savings Plan

Substantially all of the Company's employees are eligible to participate in
a 401(k) savings plan sponsored by Travelers Group. Prior to January 1,
1996, the Company made matching contributions to the 401(k) savings plan on
behalf of participants in the amount of 50% of the first 5% of pre-tax
contributions made by the employee, plus an additional variable matching
contribution based on the profitability of The Travelers Insurance Group
Inc. (TIGI) and its subsidiaries. During 1996, the Company made matching
contributions in an amount equal to the lesser of 100% of the pre-tax
contributions made by the employee or $1,000. Effective January 1, 1997,
the Company discontinued matching contributions for the majority of its
employees. The Company's expenses in connection with the 401(k) savings
plan were not significant in 1997, 1996 and 1995.

8. RELATED PARTY TRANSACTIONS

The principal banking functions, including payment of salaries and
expenses, for certain subsidiaries and affiliates of TIGI, including the
Company, are handled by two companies. TIC handles banking functions for
the life and annuity operations of Travelers Life and Annuity and some of
its non-insurance affiliates. The Travelers Indemnity Company handles
banking functions for the property-casualty operations, including most of
its property-casualty insurance and non-insurance affiliates. Settlements
between companies are made at least monthly. TIC provides various employee
benefit coverages to certain subsidiaries of TIGI. The premiums for these
coverages were charged in accordance with cost allocation procedures based
upon salaries or census. In addition, investment advisory and management
services, data processing services and claims processing services are
provided by affiliated companies. Charges for these services are shared by
the companies on cost allocation methods based generally on estimated usage
by department.

TIC maintains a short-term investment pool in which the Company
participates. The position of each company participating in the pool is
calculated and adjusted daily. At December 31, 1997 and 1996, the pool
totaled approximately $2.6 billion and $2.9 billion, respectively. The
Company's share of the pool amounted to $145.5 million and $68.2 million at
December 31, 1997 and 1996, respectively, and is included in short-term
securities in the balance sheet.

The Company's TTM Modified Guaranteed Annuity Contracts are subject to a
limited guarantee agreement by TIC in a principal amount of up to $400
million. TIC's obligation is to pay in full to any owner or beneficiary of
the TTM Modified Guaranteed Annuity Contracts principal and interest as and
when due under the annuity contract to the extent that the Company fails to
make such payment. In addition, TIC guarantees that the Company will
maintain a minimum statutory capital and surplus level.

F-14
<PAGE> 90
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

The Company sells structured settlement annuities to an affiliate, The
Travelers Indemnity Company. Premiums and deposits were $70.6 million,
$36.9 million and $36.6 million for 1997, 1996 and 1995, respectively.

The Company began marketing variable annuity products through its
affiliate, Salomon Smith Barney, in 1995. Premiums and deposits
related to these products were $615.6 million, $300.0 million and $20.5
million in 1997, 1996 and 1995, respectively.

The Company participates in a stock option plan sponsored by Travelers
Group that provides for the granting of stock options in Travelers Group
common stock to officers and key employees. To further encourage employee
stock ownership, during 1997 Travelers Group introduced the WealthBuilder
stock option program. Under this program, all employees meeting certain
requirements have been granted Travelers Group stock options.

Most leasing functions for TIGI and its subsidiaries are handled by TAP.
Rent expense related to these leases are shared by the companies on a cost
allocation method based generally on estimated usage by department. The
Company's rent expense was insignificant in 1997, 1996 and 1995.

At December 31, 1997 and 1996, the Company had investments in Tribeca
Investments LLC in the amounts of $16.5 million and $7.8 million, included
in other invested assets.

9. FEDERAL INCOME TAXES
($ in thousands)

<TABLE>
<CAPTION>
EFFECTIVE TAX RATE

FOR THE YEAR ENDED DECEMBER 31, 1997 1996 1995
------------------------------- ---- ---- ----

<S> <C> <C> <C>
Income Before Federal Income Taxes $109,575 $39,582 $43,436
Statutory Tax Rate 35% 35% 35%
-------- ------- -------
Expected Federal Income Taxes 38,351 13,854 15,203
Tax Effect of:
Non-taxable investment income (24) (15) (13)
Other, net (124) (48) (671)
-------- ------- -------
Federal Income Taxes 38,203 $13,791 $14,519
======== ======= =======
Effective Tax Rate 35% 35% 33%
-------- ------- -------

COMPOSITION OF FEDERAL INCOME TAXES
Current:
United States 33,805 $29,435 $2,555
Foreign 54 21 -
-------- ------- -------
Total 33,859 29,456 2,555
-------- ------- -------

Deferred:
United States 4,344 (15,665) 11,964
-------- ------- -------
Total Net Earned Premiums $38,203 $13,791 $14,519
======== ======= =======
</TABLE>

F-15
<PAGE> 91
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

The net deferred tax assets at December 31, 1997 and 1996 were comprised of
the tax effects of temporary differences related to the following assets
and liabilities:
<TABLE>
<CAPTION>

($ in thousands) 1997 1996
---- ----
<S> <C> <C>

Deferred Tax Assets:
Benefit, reinsurance and other reserves $100,969 $79,484
Other 2,571 3,043
-------- -------
Total 103,540 82,527
-------- -------

Deferred Tax Liabilities:
Investments, net 42,933 12,113
Deferred acquisition costs and value of insurance in force 23,650 10,066
Other 1,226 662
------- -------
Total 67,809 22,841
------- -------

Net Deferred Tax Asset Before Valuation Allowance 35,731 59,686
Valuation Allowance for Deferred Tax Assets (2,070) (2,070)
------- -------

Net Deferred Tax Asset After Valuation Allowance $33,661 $57,616
------- -------
</TABLE>

Starting in 1994 and continuing for at least five years, TIC and its life
insurance subsidiaries, including the Company, has filed, and will file, a
consolidated federal income tax return. Federal income taxes are allocated
to each member on a separate return basis adjusted for credits and other
amounts required by the consolidation process. Any resulting liability has
been, and will be, paid currently to TIC. Any credits for losses have been,
and will be, paid by TIC to the extent that such credits are for tax
benefits that have been utilized in the consolidated federal income tax
return.

A net deferred tax asset valuation allowance of $2.1 million has been
established to reduce the deferred tax asset on investment losses to the
amount that, based upon available evidence, is more likely than not to be
realized. Reversal of the valuation allowance is contingent upon the
recognition of future capital gains in the Company's consolidated life
insurance company federal income tax return through 1998, and if
life/non-life consolidation is elected in 1999, the consolidated federal
income tax return of Travelers Group commencing in 1999, or a change in
circumstances which causes the recognition of the benefits to become more
likely than not. There was no change in the valuation allowance during
1997. The initial recognition of any benefit provided by the reversal of
the valuation allowance will be recognized by reducing goodwill.

In management's judgment, the $33.7 million "net deferred tax asset after
valuation allowance" as of December 31, 1997, is fully recoverable against
expected future years' taxable ordinary income and capital gains. At
December 31, 1997, the Company has no ordinary or capital loss
carryforwards.

The "policyholders surplus account", which arose under prior tax law, is
generally that portion of the gain from operations that has not been
subjected to tax, plus certain deductions. The balance of this account,
which, under provisions of the Tax Reform Act of 1984, will not increase
after 1983, is estimated to be $2.0 million. This amount has not been
subjected to current income taxes but, under certain conditions that
management considers to be remote, may become subject to income taxes in
future years. At current rates, the maximum amount of such tax (for which
no provision has been made in the financial statements) would be
approximately $700 thousand.

F-16
<PAGE> 92
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

10. NET INVESTMENT INCOME

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
($ in thousands) 1997 1996 1995
---- ---- ----

<S> <C> <C> <C>
GROSS INVESTMENT INCOME
Fixed maturities $120,900 $113,296 $105,821
Equity securities 704 554 835
Mortgage loans 14,905 18,278 14,974
Real estate held for sale 1,457 3,480 2,476
Other 32,459 19,854 2,537
-------- -------- --------
170,425 155,462 126,643
-------- -------- --------

Investment expenses 1,772 4,136 3,446
-------- -------- --------
Net investment income $168,653 $151,326 $123,197
-------- -------- --------
</TABLE>

11. INVESTMENTS AND INVESTMENT GAINS (LOSSES)

Realized investment gains (losses) for the periods were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
($ in thousands) 1997 1996 1995
---- ---- ----
<S> <C> <C> <C>

REALIZED INVESTMENT GAINS (LOSSES)
Fixed maturities $29,236 $(11,491) $(4,240)
Equity securities 8,385 4,613 6,138
Mortgage loans (8) 1,979 725
Real estate held for sale 2,164 (73) (35)
Other 5,094 (4,641) 16,125
------- -------- -------
Total Realized Investment Gains (Losses) $44,871 $(9,613) $18,713
------- -------- -------
</TABLE>

Changes in net unrealized investment gains (losses) that are included as a
separate component of shareholder's equity were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
($ in thousands) 1997 1996 1995
---- ---- ----

<S> <C> <C> <C>
UNREALIZED INVESTMENT GAINS (LOSSES)
Fixed maturities $34,451 $(23,953) $111,551
Equity securities (2,394) (746) 1,834
Other 23,975 22,431 4,390
------- -------- --------
Total Unrealized Investment Gains (Losses) 56,032 (2,268) 117,775

Related taxes 19,611 (794) 41,221
------- -------- --------
Change in unrealized investment gains (losses) 36,421 (1,474) 76,554
Balance beginning of year 33,856 35,330 (41,224)
------- -------- -------
Balance End of Year $70,277 $33,856 $35,330
------- -------- -------
</TABLE>

F-17
<PAGE> 93
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Fixed Maturities

Proceeds from sales of fixed maturities classified as available for sale
were $856.8 million and $2.1 billion in 1997 and 1996, respectively. Gross
gains of $38.1 million and $8.4 million and gross losses of $8.9 million
and $19.9 million in 1997 and 1996, respectively, were realized on those
sales.

Fair values of investments in fixed maturities are based on quoted market
prices or dealer quotes or, if these are not available, discounted expected
cash flows using market rates commensurate with the credit quality and
maturity of the investment. The fair value of investments for which a
quoted market price or dealer quote are not available amounted to $485.3
million and $360.1 million at December 31, 1997 and 1996, respectively.

The amortized cost and fair values of investments in fixed maturities were
as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1997 GROSS GROSS
($ in thousands) AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---- ----- ------ -----

<S> <C> <C> <C> <C>
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $ 144,921 $ 8,254 $ (223) $ 152,952
U.S. Treasury securities and
obligations of U.S. Government and
government agencies and authorities 248,081 34,111 (123) 282,069
Obligations of states and political
subdivisions 14,560 392 (2) 14,950
Debt securities issued by foreign
governments 85,367 6,194 (228) 91,333
All other corporate bonds 1,077,211 59,972 (1,387) 1,135,796
Redeemable preferred stock 981 48 (9) 1,020
---------- -------- ------- ----------
Total Available For Sale $1,571,121 $108,971 $(1,972) $1,678,120
========== ======== ======= ==========
</TABLE>

F-18
<PAGE> 94
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31, 1996 GROSS GROSS
($ in thousands) AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---- ----- ------ -----

<S> <C> <C> <C> <C>
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $154,788 $ 3,312 $(901) $157,199
U.S. Treasury securities and obligations of
U.S. Government and government agencies and
authorities 255,858 16,855 (61) 272,652
Obligations of states and political
subdivisions 16,124 263 (189) 16,198
Debt securities issued by foreign
governments 109,120 3,215 (1,447) 110,888
All other corporate bonds 904,831 28,204 (5,387) 927,648
Redeemable preferred stock 85 - - 85
---------- ------- ------- ----------
Total Available For Sale $1,440,806 $51,849 $(7,985) $1,484,670
========== ======= ======= ==========
</TABLE>

The amortized cost and fair value of fixed maturities available for sale at
December 31, 1997, by contractual maturity, are shown below. Actual
maturities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or
prepayment penalties.

<TABLE>
<CAPTION>
($ in thousands) AMORTIZED FAIR
COST VALUE

<S> <C> <C>
MATURITY:
Due in one year or less $ 17,978 $ 18,312
Due after 1 year through 5 years 211,272 216,191
Due after 5 years through 10 years 381,690 401,338
Due after 10 years 815,260 889,327
---------- ----------
1,426,200 1,525,168
---------- ----------
Mortgage-backed securities 144,921 152,952
---------- ----------
Total Maturity $1,571,121 $1,678,120
========== ==========
</TABLE>

The Company makes significant investments in collateralized mortgage
obligations (CMOs). CMOs typically have high credit quality, offer good
liquidity, and provide a significant advantage in yield and total return
compared to U.S. Treasury securities. The Company's investment strategy is
to purchase CMO tranches which are protected against prepayment risk,
including planned amortization class (PAC) tranches. Prepayment protected
tranches are preferred because they provide stable cash flows in a variety
of interest rate scenarios. The Company does invest in other types of CMO
tranches if a careful assessment indicates a favorable risk/return
tradeoff. The Company does not purchase residual interests in CMOs.

F-19
<PAGE> 95
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

At December 31, 1997 and 1996, the Company held CMOs with a market value of
$122.8 million and $126.3 million, respectively. The Company's CMO holdings
were 97.5% and 97.6% collateralized by GNMA, FNMA or FHLMC securities at
December 31, 1997 and 1996, respectively.

Equity Securities

The cost and market values of investments in equity securities were as
follows:

<TABLE>
<CAPTION>
EQUITY SECURITIES: GROSS GROSS
($ in thousands) UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
---- ----- ------ ----------

<S> <C> <C> <C> <C>
DECEMBER 31, 1997
Common stocks $ 3,318 $ 583 $ (70) $ 3,831
Non-redeemable preferred stocks 11,774 931 (247) 12,458
------- ------ ----- -------
Total Equity Securities $15,092 $1,514 $(317) $16,289
------- ------ ----- -------

DECEMBER 31, 1996

Common stocks $ 2,722 $3,441 $(163) $ 6,000
Non-redeemable preferred stocks 9,674 323 (95) 9,902
------- ------ ----- -------
Total Equity Securities $12,396 $3,764 $(258) $15,902
------- ------ ------ -------
</TABLE>

Proceeds from sales of equity securities were $12.4 million and $20.3
million in 1997 and 1996, respectively. Gross gains of $8.6 million and
$4.7 million and gross losses of $172 thousand and $155 thousand in 1997
and 1996, respectively, were realized on those sales.

Mortgage Loans and Real Estate Held For Sale

Underperforming assets include delinquent mortgage loans, loans in the
process of foreclosure, foreclosed loans and loans modified at interest
rates below market.

At December 31, 1997 and 1996, the Company's mortgage loan portfolios and
real estate held for sale consisted of the following:

<TABLE>
<CAPTION>
($ in thousands) 1997 1996
---- ----

<S> <C> <C>
Current Mortgage Loans $ 160,247 $128,292
Underperforming Mortgage Loans - 148
--------- --------
Total 160,247 128,440
--------- --------
Real Estate Held For Sale - 10,111
--------- --------
Total $ 160,247 $138,551
--------- --------
</TABLE>

F-20
<PAGE> 96
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Aggregate annual maturities on mortgage loans at December 31, 1997 are as
follows:

<TABLE>
<CAPTION>
($ in thousands)
<S> <C>

Past Maturity $ -
1998 5,108
1999 8,773
2000 8,920
2001 11,352
2002 17,986
Thereafter 108,108
--------
Total $160,247
========
</TABLE>

Joint Venture

In October 1997, TIC and Tishman Speyer Properties (Tishman), a worldwide
real estate owner, developer and manager, formed a joint real estate
venture with an initial equity commitment of $792 million. TIC and certain
of its affiliates committed $420 million in real estate equity and $100
million in cash while Tishman committed $272 million in properties and
cash. Both companies are serving as asset managers for the venture and
Tishman is primarily responsible for the venture's real estate acquisition
and development efforts. The Company's investment in the joint venture
totaled $54.8 million at December 31, 1997.

Concentrations

At December 31, 1997 and 1996, the Company had investments of $50.8 million
and $75.1 million in the State of Israel, respectively. Additionally, in
1996 the Company had $40.6 million in Merrill Lynch Trust Series 45.

The Company participates in a short-term investment pool maintained by an
affiliate. See Note 8.

Included in fixed maturities are below investment grade assets totaling
$76.7 million and $81.7 million at December 31, 1997 and 1996,
respectively. The Company defines its below investment grade assets as
those securities rated "Ba1" or below by external rating agencies, or the
equivalent by internal analysts when a public rating does not exist. Such
assets include publicly traded below investment grade bonds and certain
other privately issued bonds that are classified as below investment grade
bonds.

The Company also had concentrations of investments, primarily fixed
maturities, in the following industries:

<TABLE>
<CAPTION>
($ in thousands) 1997 1996
---- ----

<S> <C> <C>
Transportation $138,903 $ 86,819
Banking 130,966 71,506
Electric utilities 106,724 76,426
------- ------
</TABLE>

Below investment grade assets included in the preceding table were not
significant.

F-21
<PAGE> 97
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

Concentrations of mortgage loans by property type at December 31, 1997 and
1996 were as follows:

<TABLE>
<CAPTION>
($ in thousands) 1997 1996
---- ----

<S> <C> <C>
Agricultural $62,463 $49,801
Office 47,453 35,333
Retail 23,214 21,924
------ ------
</TABLE>

The Company monitors creditworthiness of counterparties to all financial
instruments by using controls that include credit approvals, limits and
other monitoring procedures. Collateral for fixed maturities often includes
pledges of assets, including stock and other assets, guarantees and letters
of credit. The Company's underwriting standards with respect to new
mortgage loans generally require loan to value ratios of 75% or less at the
time of mortgage origination.

Non-Income Producing Investments

Investments included in the balance sheets that were non-income producing
for the preceding 12 months were insignificant.

Restructured Investments

The Company had mortgage loan and debt securities which were restructured
at below market terms totaling approximately $1.0 million at December 31,
1996. The new terms typically defer a portion of contract interest payments
to varying future periods. The accrual of interest is suspended on all
restructured assets, and interest income is reported only as payment is
received. Gross interest income on restructured assets that would have been
recorded in accordance with the original terms of such assets was
insignificant. Interest on these assets, included in net investment income
was insignificant.

12. LIFE AND ANNUITY DEPOSIT FUNDS AND RESERVES

At December 31, 1997, the Company had $1.8 million of life and annuity
deposit funds and reserves. Of that total, $1.5 million were not subject to
discretionary withdrawal based on contract terms. The remaining $.3 million
were life and annuity products that were subject to discretionary
withdrawal by the contractholders. Included in the amount that is subject
to discretionary withdrawal were $.2 million of liabilities that are
surrenderable with market value adjustments. An additional $.1 million of
the life insurance and individual annuity liabilities are subject to
discretionary withdrawals with an average surrender charge of 4.8%. The
life insurance risks would have to be underwritten again if transferred to
another carrier, which is considered a significant deterrent for long-term
policyholders. Insurance liabilities that are surrendered or withdrawn from
the Company are reduced by outstanding policy loans and related accrued
interest prior to payout.

F-22
<PAGE> 98
THE TRAVELERS LIFE AND ANNUITY COMPANY
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)

13. RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES

The following table reconciles net income to net cash provided by (used in)
operating activities:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997 1996 1995
---- ---- ----
($ in thousands)

<S> <C> <C> <C>
Net Income From Continuing Operations $71,372 $ 25,791 $ 28,917
Adjustments to reconcile net income to cash provided by
operating activities:
Realized (gains) losses (44,871) 9,613 (18,713)
Deferred federal income taxes 4,344 (15,665) 11,964
Amortization of deferred policy acquisition costs and
value of insurance in force 6,036 3,286 1,563
Additions to deferred policy acquisition costs (56,975) (20,753) (3,109)
Investment income accrued 908 1,308 (819)
Premium balances receivable (3,450) (3,561) (2,277)
Insurance reserves and accrued expenses 3,981 (16,459) (20,081)
Other 26,673 (13,419) (46,076)
------ -------- --------
Net cash provided by (used in) operations $8,018 $(29,859) $(48,631)
------ -------- --------
</TABLE>

14. NON-CASH INVESTING AND FINANCING ACTIVITIES

There were no significant non-cash investing and financing activities for
1997, 1996 and 1995.

F-23
<PAGE> 99

STATEMENT OF ADDITIONAL INFORMATION
FUND ABD II
(ACCESS AND ACCESS SELECT)

Individual Variable Annuity Contract
issued by

The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183

L-21195S May, 1998

11
<PAGE> 100
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) The financial statements of the Registrant and the Report of
Independent Accountants thereto are contained in the Registrant's
Annual Report and are incorporated into the Statement of Additional
Information by reference. The financial statements of the Registrant
include:

Statement of Assets and Liabilities as of December 31, 1997
Statement of Operations for the year ended December 31, 1997
Statement of Changes in Net Assets for the year ended December
31, 1997 and the period December 16, 1996 (date operations
commenced) to December 31, 1996
Notes to Financial Statements

The financial statements of The Travelers Life and Annuity Company and
the report of Independent Accountants, are contained in the Statement
of Additional Information. The financial statements of The Travelers
Life and Annuity Company include:

Statements of Income and Retained Earnings for the years ended
December 31, 1997, 1996 and 1995
Balance Sheets as of December 31, 1997 and 1996
Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995
Notes to Financial Statements

(b) Exhibits

1. Resolution of The Travelers Life and Annuity Company Board of
Directors authorizing the establishment of the Registrant.
(Incorporated herein by reference to Exhibit 1 to the
Registration Statement on Form N-4, filed December 22, 1995.)

2. Exempt.

3(a). Distribution and Management Agreement among the Registrant, The
Travelers Life and Annuity Company and Tower Square Securities,
Inc. (Incorporated herein by reference to Exhibit 3(a) to the
Registration Statement on Form N-4, filed December 22, 1995.)

3(b). Form of Selling Agreement. (Incorporated herein by reference to
Exhibit 3(b) to the Post-Effective Amendment No. 3 to the
Registration Statement on Form N-4, File No. 33-65339 filed
April 29, 1997.)

4. Form of Variable Annuity Contract(s). (Incorporated herein by
reference to Exhibit 4 to the Registration Statement on Form
N-4, filed June 17, 1996.)

5. None.

6(a). Charter of The Travelers Life and Annuity Company, as amended on
April 10, 1990. (Incorporated herein by reference to Exhibit
3(a) to the Registration Statement on Form N-4, File No.
33-58131, filed via Edgar on March 17, 1995.)

6(b). By-Laws of The Travelers Life and Annuity Company, as amended on
October 20, 1994. (Incorporated herein by reference to Exhibit
3(b) to the Registration Statement on Form N-4, File No.
33-58131, filed via Edgar on March 17, 1995.)
<PAGE> 101
7. None.
8. None.

9. Opinion of Counsel as to the legality of securities being
registered. (Incorporated herein by reference to Exhibit 9 to
Post-Effective Amendment No. 3 to the Registration Statement on
Form N-4, File No. 33-65339, filed April 29, 1997.)

10(a). Consent of Coopers & Lybrand L.L.P., Independent Accountants.

10(b). Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.

13. Schedule for computation of each performance quotation -
Standardized. (Incorporated herein by reference to Exhibit 13
to Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-4, File No. 333-232237 filed July 3, 1997.)

13. Schedule for computation of each performance quotation -
Non-Standardized. (Incorporated herein by reference to Exhibit
13 to Post-Effective Amendment No. 3 to the Registration
Statement on Form N-4, File No. 33-65339, filed April 29, 1997.)

15(a). Powers of Attorney authorizing Jay S. Fishman or Ernest J.
Wright as signatory for Michael A. Carpenter, Robert I. Lipp,
Charles O. Prince III, Marc P. Weill, Irwin R. Ettinger, Donald
T. DeCarlo and Christine B. Mead. (Incorporated herein by
reference to Exhibit 15 to the Registration Statement on Form
N-4, filed December 22, 1995.)

15(b). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Michael A. Carpenter, Ian R. Stuart and
Katherine M. Sullivan. (Incorporated herein by reference to
Exhibit 15(b) to the Registration Statement on Form N-4, filed
June 17, 1996.)

15(c). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Jay S. Benet and George C. Kokulis.
(Incorporated herein by reference to Exhibit 15(c) to
Post-Effective Amendment No. 1 to the Registration Statement on
Form N-4, filed August 15, 1997.)

15(d). Power of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Ian R. Stuart. (Incorporated herein by
reference to Exhibit 15(d) to Post-Effective Amendment No. 2 to
the Registration Statement on Form N-4 filed February 28, 1997.)
<PAGE> 102
Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Depositor
- ---------------- ---------------------

<S> <C>
Michael A. Carpenter* Director, Chairman of the Board
President and Chief Executive Officer
Jay S. Benet* Director and Senior Vice President
George C. Kokulis* Director and Senior Vice President
Robert I. Lipp* Director
Ian R. Stuart* Director, Senior Vice President,
Chief Financial Officer, Chief
Accounting Officer and Controller
Katherine M. Sullivan* Director and Senior Vice President
and General Counsel
Marc P. Weill** Director and Senior Vice President
Stuart Baritz** Senior Vice President
Elizabeth C. Georgakopoulos* Senior Vice President
Barry Jacobson* Senior Vice President
Russell H. Johnson* Senior Vice President
Warren H. May* Senior Vice President
Christine M. Modie* Senior Vice President
David A. Tyson* Senior Vice President
F. Denney Voss* Senior Vice President
Paula Burton* Vice President
Virginia Meany* Vice President
Selig Ehrlich* Vice President and Actuary
Donald R. Munson, Jr.* Second Vice President
Ernest J. Wright* Vice President and Secretary
Kathleen A. McGah* Assistant Secretary and Counsel

Principal Business Address:
* The Travelers Life and Annuity Company **Travelers Group Inc.
One Tower Square 388 Greenwich Street
Hartford, CT 06183 New York, N.Y. 10013
</TABLE>

Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

Incorporated herein by reference to Item 26 of Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4, File No. 33-58131,
filed April 10, 1998.

Item 27. Number of Contract Owners

As of March 1, 1998, 1,033 contract owners held qualified and non-qualified
contracts offered by the Registrant.
<PAGE> 103
Item 28. Indemnification

Section 33-770 of the Connecticut General Statutes ("C.G.S.") regarding
indemnification of directors and officers of Connecticut corporations provides
in general that Connecticut corporations shall indemnify their officers,
directors and certain other defined individuals against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses actually incurred
in connection with proceedings against the corporation. The corporation's
obligation to provide such indemnification generally does not apply unless (1)
the individual is successful on the merits in the defense of any such
proceeding; or (2) a determination is made (by persons specified in the
statute) that the individual acted in good faith and in the best interests of
the corporation; or (3) the court, upon application by the individual,
determines in view of all of the circumstances that such person is fairly and
reasonably entitled to be indemnified, and then for such amount as the court
shall determine. With respect to proceedings brought by or in the right of the
corporation, the statute provides that the corporation shall indemnify its
officers, directors and certain other defined individuals, against reasonable
expenses actually incurred by them in connection with such proceedings, subject
to certain limitations.

C.G.S. Section 33-770 provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

Travelers Group Inc. also provides liability insurance for its directors and
officers and the directors and officers of its subsidiaries, including the
Depositor. This insurance provides for coverage against loss from claims made
against directors and officers in their capacity as such, including, subject to
certain exceptions, liabilities under the Federal securities laws.

Rule 484 Undertaking

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liability (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 104
Item 29. Principal Underwriter

(a) Tower Square Securities, Inc.
One Tower Square
Hartford, CT 06183

Tower Square Securities, Inc. also serves as the principal underwriter
for:

The Travelers Growth and Income Stock Account for Variable Annuities
The Travelers Quality Bond Account for Variable Annuities
The Travelers Money Market Account for Variable Annuities
The Travelers Timed Growth and Income Stock Account for Variable
Annuities
The Travelers Timed Short-Term Bond Account for Variable Annuities
The Travelers Timed Aggressive Stock Account for Variable Annuities
The Travelers Timed Bond Account for Variable Annuities
The Travelers Fund U for Variable Annuities
The Travelers Fund VA for Variable Annuities
The Travelers Fund BD for Variable Annuities
The Travelers Fund BD II for Variable Annuities
The Travelers Fund BD III for Variable Annuities
The Travelers Fund BD IV for Variable Annuities
The Travelers Fund ABD for Variable Annuities
The Travelers Separate Account QP for Variable Annuities
The Travelers Separate Account PF I for Variable Annuities
The Travelers Separate Account PF II for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Life Insurance
The Travelers Variable Life Insurance Separate Account One
The Travelers Variable Life Insurance Separate Account Three
The Travelers Variable Life Insurance Separate Account Two
The Travelers Variable Life Insurance Separate Account Four

<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ---------------------

<S> <C>
Russell H. Johnson Chairman of the Board, Chief Executive Officer,
President and Chief Operating Officer
William F. Scully, III Member, Board of Directors,
Senior Vice President, Treasurer
and Chief Financial Officer
Cynthia P. Macdonald Vice President, Chief Compliance Officer
and Assistant Secretary
Joanne K. Russo Member, Board of Directors
Senior Vice President
William D. Wilcox General Counsel and Secretary
Kathleen A. McGah Assistant Secretary
Jay S. Benet Member, Board of Directors
George C. Kokulis Member, Board of Directors
Warren H. May Member, Board of Directors
Donald R. Munson, Jr. Senior Vice President
Stuart L. Baritz Vice President
Michael P. Kiley Vice President
Tracey Kiff-Judson Vice President
Whitney F. Burr Second Vice President
Marlene M. Ibsen Second Vice President
</TABLE>
<PAGE> 105
(b) (cont'd)

<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ---------------------

<S> <C>
Robin A. Jones Second Vice President
John F. Taylor Second Vice President
John J. Williams, Jr. Director and Assistant Compliance Officer
Susan M. Curcio Director and Operations Manager
Dennis D. D'Angelo Director
Thomas P. Tooley Director
Nancy S. Waldrop Assistant Treasurer
</TABLE>

* Principal business address: One Tower Square, Hartford,
Connecticut 06183

(c). Not Applicable.

Item 30. Location of Accounts and Records

The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183

Item 31. Management Services

Not applicable.

Item 32. Undertakings

The undersigned Registrant hereby undertakes:

(a) To file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial
statements in the registration statement are never more than sixteen
months old for so long as payments under the variable annuity
contracts may be accepted;

(b) To include either (1) as part of any application to purchase a
contract offered by the prospectus, a space that an applicant can
check to request a Statement of Additional Information, or (2) a post
card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of
Additional Information; and

(c) To deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-4 promptly
upon written or oral request.

The Company hereby represents:

(a) That the aggregate charges under the Contracts of the Registrant
described herein are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the
company.
<PAGE> 106
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this amendment to this registration statement
and has caused this amendment to this registration statement to be signed on
its behalf, in the City of Hartford, and State of Connecticut, on this 13th day
of April, 1998.

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
(Registrant)

THE TRAVELERS LIFE AND ANNUITY COMPANY
(Depositor)

By: *IAN R. STUART
---------------------------------------
Ian R. Stuart
Director, Senior Vice President,
Chief Financial Officer
Chief Accounting Officer and Controller

As required by the Securities Act of 1933, this amendment to this Registration
Statement has been signed below by the following persons in the capacities
indicated on April 13, 1998.

*MICHAEL A. CARPENTER Chairman of the Board, President
- ------------------------ and Chief Executive Officer
(Michael A. Carpenter)

*JAY S. BENET Director
- ------------------------
(Jay S. Benet)

*GEORGE C. KOKULIS Director
- ------------------------
(George C. Kokulis

*ROBERT I. LIPP Director
- ------------------------
(Robert I. Lipp)

*KATHERINE M. SULLIVAN Director, Senior Vice President and
- ------------------------ General Counsel
(Katherine M. Sullivan)

*IAN R. STUART Director, Senior Vice President,
- ------------------------ Chief Financial Officer, Chief
(Ian R. Stuart) Accounting Officer and Controller

*MARC P. WEILL Director
- ------------------------
(Marc P. Weill)

*By: Ernest J. Wright, Attorney-in-Fact
<PAGE> 107
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- --------- ----------- ----------------

<S> <C> <C>
1. Resolution of The Travelers Life and Annuity Company
Board of Directors authorizing the establishment
of the Registrant. (Incorporated herein by reference
to Exhibit 1 to the Registration Statement on Form N-4,
filed December 22, 1995.)

3(a). Form of Distribution and Management Agreement
among the Registrant, The Travelers Life and Annuity
Company and Tower Square Securities, Inc.
(Incorporated herein by reference to Exhibit 3(a) to
the Registration Statement on Form N-4, filed
December 22, 1995.)

3(b). Form of Selling Agreement. (Incorporated herein by
reference to Exhibit 3(b) to the Post-Effective Amendment
No. 3 to the Registration Statement on Form N-4,
File No. 33-65339 filed April 29, 1997.)

4. Form of Variable Annuity Contract(s). (Incorporated
herein by reference to Exhibit 4 to the Registration
Statement on Form N-4, filed June 17, 1996.)

6(a). Charter of The Travelers Life and Annuity Company, as
amended on April 10, 1990. (Incorporated herein
by reference to Exhibit 3(a) to the Registration
Statement on Form N-4, File No. 33-58131, filed via
Edgar on March 17, 1995.)

6(b). By-Laws of The Travelers Life and Annuity Company, as
amended on October 20, 1994. (Incorporated herein
by reference to Exhibit 3(b) to the Registration
Statement on Form N-4, File No. 33-58131, filed via
Edgar on March 17, 1995.)

9. Opinion of Counsel as to the legality of securities being
registered by Registrant. (Incorporated herein by reference
to Exhibit 9 to Post-Effective Amendment No. 3 to the
Registration Statement on Form N-4, File No. 33-653339,
filed April 29, 1997.)

10(a). Consent of Coopers & Lybrand L.L.P., Independent Electronically
Accountants.

10(b). Consent of KPMG Peat Marwick LLP, Independent Electronically
Certified Public Accountants.
</TABLE>
<PAGE> 108
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- --------- ----------- ----------------

<S> <C>
13. Schedule of computation of each performance quotation -
Standardized. (Incorporated herein by reference to
Exhibit 13 to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-4, File No. 333-232237
filed July 3, 1997.)

Schedule for computation of each performance
quotation - Non-Standardized. (Incorporated herein by
reference to Exhibit 13 to Post-Effective Amendment
No. 3 to the Registration Statement on Form N-4,
File No. 33-65339, filed April 29, 1997.)

15. Powers of Attorney authorizing Jay S. Fishman or
Ernest J. Wright as signatory for Michael A Carpenter,
Robert I. Lipp, Charles O. Prince III, Marc P. Weill,
Irwin R. Ettinger, Donald T. DeCarlo and Christine B.
Mead. (Incorporated herein by reference to Exhibit 15
to the Registration Statement on Form N-4, filed
December 22, 1995.)

15(b). Powers of Attorney authorizing Ernest J. Wright and
and Kathleen A. McGah as signatory for Michael A.
Carpenter, Ian R. Stuart and Katherine M. Sullivan.
(Incorporated herein by reference to Exhibit 15(b) to the
Registration Statement on Form N-4, filed June 17, 1996.)

15(c). Powers of Attorney authorizing Ernest J. Wright and
Kathleen A. McGah as signatory for Jay S. Benet and
George C. Kokulis. (Incorporated herein by reference to
Exhibit 15(c) to Post-Effective Amendment No. 1 to the
Registration Statement on Form N-4, filed August 15, 1996.)

15(d). Power of Attorney authorizing Ernest J. Wright and
Kathleen A. McGah as signatory for Ian R. Stuart.
(Incorporated herein by reference to Exhibit 15(d) to the
Registration Statement on Form N-4 filed February 28, 1997.)
</TABLE>

<PAGE> 1

EXHIBIT 10(A)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this post-effective amendment
No. 1 to the registration statement of The Travelers Fund ABD II for Variable
Annuities (the "Fund") on Form N-4 (File No. 333-23327; 811-07463) of our
report dated February 19, 1998, on our audit of the financial statements of the
Fund, which report is included in the Fund's Annual Report for the year ended
December 31, 1997 which is incorporated by reference in this post-effective
amendment to the registration statement. We also consent to the reference to
our Firm as experts in the registration statement.

COOPERS & LYBRAND L.L.P.

Hartford, Connecticut
April 10, 1998

<PAGE> 1

EXHIBIT 10(B)

Consent of Independent Certified Public Accountants

The Board of Directors
The Travelers Life and Annuity Company

We consent to the use of our report included herein and to the reference to our
firm as experts under the heading "Independent Accountants".

KPMG Peat Marwick LLP

Hartford, Connecticut
April 10, 1998