TRAVELERS FUND ABD FOR VARIABLE ANNUITIES, 497, 1998-05-04

TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
497, 1998-05-04

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<PAGE> 1

TRAVELERS PORTFOLIO ARCHITECT 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 INSURANCE COMPANY. "YOU" AND "YOUR" REFER TO THE CONTRACT OWNER.

1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by The Travelers
Insurance 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. Portfolio Architect 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 regular 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 regular 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 cash
surrender value of your Contract will be paid to you in equal payments; or Fixed
Period -- the cash surrender 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.
<PAGE> 2

3. PURCHASE. You may purchase the Contract with an initial payment of at least
$5,000. 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 for
Individual Retirement Annuities (IRAs) and (3) rollovers for other qualified
retirement plans. Qualified contracts include 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
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

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 charges for management and other expenses. The charges range
from 0.40% to 1.40% annually, of the average daily net asset balance of the
funding option, depending on the funding option.

If you withdraw amounts under the Contract, the Company may deduct a withdrawal
charge (0% to 6%) of the amount of purchase payments withdrawn from the
Contract. If you withdraw all 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 year 1, the examples show the
total annual charges assessed during that time as well as the

ii
<PAGE> 3

withdrawal charge. For the 10-year example, the total annual charges are
included, but no withdrawal charge is reflected. 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.

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. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (6% if withdrawn within one year, gradually decreasing to 0%
for payments held by the Company for 8 years or more). After the first contract
year, you may withdraw up to 10% of the contract value (as of the previous
Contract year end) without a withdrawal charge. Of course, you may also have to
pay income taxes and a tax penalty on any money you take out.

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<PAGE> 4

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
numbers reflect the insurance charges, administrative charge, investment charges
and all other expenses of the funding option. The numbers do not reflect any
withdrawal charge or any applicable taxes, which, if applied, would reduce such
performance. Past performance is not a guarantee of future results.

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.

9. DEATH BENEFIT. The death benefit applies upon the first death of the owner,
joint owner, or annuitant. Assuming you are the Annuitant, if you die before you
move to 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 before you reach age 90, the death benefit equals the greatest of: (1)
the Contract Value;(2) the total purchase payments made under the Contract less
all partial withdrawals; or (3) the maximum "final death benefit value"
occurring on or before your 80(th) birthday (after adjustments for all purchase
payments and withdrawals). (See the Contract prospectus for a full explanation
of "final death benefit value".)

Assuming you are the annuitant, if you die on or after age 90 and before the
maturity date, the death benefit payable will be the contract value, less any
applicable premium tax or outstanding loans.

NOTE: In all cases described above, amounts will be reduced by loans
outstanding, premium taxes owed and partial withdrawals not previously deducted.
Certain states may have varying age requirements.

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.

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

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<PAGE> 5

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 Insurance Company
Annuity Services
One Tower Square
Hartford, CT 06183

v
<PAGE> 6

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 7

PORTFOLIO ARCHITECT
PROSPECTUS

This prospectus describes PORTFOLIO ARCHITECT, a flexible premium variable
annuity contract (the "Contract") issued by The Travelers Insurance 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"). Portfolio Architect 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 for Variable Annuities ("Fund ABD"). 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 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 Insurance 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> 8

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
Withdrawal Charge...................... 8
Free Withdrawal Allowance.............. 9
Administrative Charges................. 9
Mortality and Expense Risk Charge...... 9
Reduction or Elimination of Contract
Charges.............................. 9
Funding Option Expenses................ 10
Premium Tax............................ 10
Changes in Taxes Based Upon Premium or
Value................................ 10
OWNERSHIP PROVISIONS................... 10
Types of Ownership..................... 10
Beneficiary............................ 10
Annuitant.............................. 11
TRANSFERS.............................. 11
Dollar Cost Averaging.................. 11
ACCESS TO YOUR MONEY................... 11
Systematic Withdrawals................. 12
Loans.................................. 12
DEATH BENEFIT.......................... 12
Death Proceeds Before the Maturity
Date................................. 12
Payment of Proceeds.................... 13
Death Proceeds After the Maturity
Date................................. 14
THE ANNUITY PERIOD..................... 14
Maturity Date.......................... 14
Allocation of Annuity.................. 14
Variable Annuity....................... 14
Fixed Annuity.......................... 15
PAYMENT OPTIONS........................ 15
Election of Options.................... 15
Annuity Options........................ 16
Income Options......................... 16
MISCELLANEOUS CONTRACT PROVISIONS...... 17
Right to Return........................ 17
Termination............................ 17
Required Reports....................... 17
Suspension of Payments................. 17
Transfers of Contract Values to Other
Annuities............................ 17
THE SEPARATE ACCOUNT................... 18
Mixed and Shared Funding............... 18
Performance Information................ 18
FEDERAL TAX CONSIDERATIONS............. 19
General Taxation of Annuities.......... 19
Types of Contracts: Qualified or
Nonqualified......................... 19
Nonqualified Annuity Contracts......... 19
Qualified Annuity Contracts............ 20
Penalty Tax for Premature
Distributions........................ 20
Diversification Requirements for
Variable Annuities................... 20
Ownership of the Investments........... 20
Mandatory Distributions for Qualified
Plans................................ 21
OTHER INFORMATION...................... 21
The Insurance Company.................. 21
IMSA................................... 21
Year 2000 Compliance................... 21
Distribution of Variable Annuity
Contracts............................ 22
Conformity with State and Federal
Laws................................. 22
Voting Rights.......................... 22
Legal Proceedings And Opinions......... 22
APPENDIX A: Condensed Financial
Information.......................... 24
APPENDIX B: The Fixed Account.......... 25
APPENDIX C: Contents of the Statement
of Additional Information............ 27
</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
Annuitant.............................. 11
Annuity Payments....................... 15
Annuity Unit........................... 15
Cash Surrender Value................... 12
Contract Date.......................... 5
Contract Owner (You, Your)............. 5
Contract Value......................... 5
Contract Year.......................... 5
Fixed Account.......................... 25
Funding Option(s)...................... 6
Income Payments........................ 17
Maturity Date.......................... 5
Purchase Payment....................... 6
Written Request........................ 6
</TABLE>

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<PAGE> 9

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

<TABLE>
<S> <C>
WITHDRAWAL CHARGE (as a percentage of purchase payments
withdrawn):
LENGTH OF TIME FROM PURCHASE PAYMENT
</TABLE>

<TABLE>
<CAPTION>
(NUMBER OF YEARS) CHARGE
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and over 0%
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%
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%(5) 1.00%
Strategic Stock Portfolio........................... 0.60% 0.30%(5) 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>

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<PAGE> 10

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 MONEY MARKET PORTFOLIO.

(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 funds 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, MFS MID CAP GROWTH PORTFOLIO and MFS RESEARCH
PORTFOLIO; 0.80% for the CONVERTIBLE BOND PORTFOLIO and 0.90% for the
STRATEGIC STOCK 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.

4
<PAGE> 11

EXAMPLE*

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund............... $83 $120 $161 $259 $23 $70 $121 $259
Money Market Portfolio.................. 78 107 138 213 18 57 98 213
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series.......................... 83 121 161 260 23 71 121 260
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio....... 82 119 159 255 22 69 119 255
Small Cap Portfolio.................. 82 119 158 253 22 69 118 253
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors
Fund............................... 84 125 169 275 24 75 129 275
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio............ 83 120 160 257 23 70 120 257
MFS Total Return Portfolio........... 83 121 162 261 23 71 122 261
Putnam Diversified Income
Portfolio.......................... 83 122 163 263 23 72 123 263
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio........... 82 119 159 255 22 69 119 255
Disciplined Mid Cap Stock
Portfolio.......................... 84 124 166 270 24 74 126 270
Disciplined Small Cap Stock
Portfolio.......................... 84 125 169 275 24 75 129 275
Equity Income Portfolio.............. 84 124 166 270 24 74 126 270
Federated High Yield Portfolio....... 84 124 166 270 24 74 126 270
Federated Stock Portfolio............ 84 124 166 270 24 74 126 270
Large Cap Portfolio.................. 84 124 166 270 24 74 126 270
Lazard International Stock
Portfolio.......................... 87 133 181 300 27 83 141 300
MFS Emerging Growth Portfolio........ 84 124 166 270 24 74 126 270
MFS Mid Cap Growth Portfolio......... 84 125 169 275 24 75 129 275
MFS Research Portfolio............... 84 125 169 275 24 75 129 275
Strategic Stock Portfolio............ 83 122 164 265 23 72 124 265
Travelers Quality Bond Portfolio..... 82 118 156 250 22 68 116 250
WARBURG PINCUS TRUST
Emerging Markets Portfolio........... 88 137 189 314 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.

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

See Appendix A.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Portfolio Architect Annuity is a contract between you, the contract
owner, and The Travelers Insurance Company (called "us" or the "Company"). Under
this contract, you make purchase payments to us and we credit them to your
account. 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.

5
<PAGE> 12

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 $5,000. 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 at our Home Office. Subsequent purchase payments 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 account is credited. 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.

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 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 investing Delaware Management Company,
in securities of companies primarily engaged in Inc.
the real estate industry. Capital appreciation is Subadviser: Lincoln Investment
a secondary objective. Management, Inc.
</TABLE>

6
<PAGE> 13

<TABLE>
<CAPTION>
FUNDING OPTIONS INVESTMENT 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: Massachusetts
securities) consistent with the prudent Financial Services Company
employment of capital. Generally, at least 40% of ("MFS")
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.
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 Stock 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).
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
</TABLE>

7
<PAGE> 14

<TABLE>
<CAPTION>
FUNDING OPTIONS INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
THE TRAVELERS SERIES TRUST (CONTINUED)
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: 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.
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 yielding stocks
periodically selected from the companies included
in (i) the Dow Jones Industrial Average and
(ii)the Standard & Poor's 100 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

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.

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
WITHDRAWAL CHARGE

No sales charges are deducted from purchase payments when they are applied under
the Contract. However, a withdrawal charge will be deducted if any or all of the
contract value is withdrawn during the first seven years following a purchase
payment. The length of time from when we receive the purchase payment to the
time of withdrawal determines the amount of the charge.

The withdrawal charge is equal to a percentage of purchase payments withdrawn
from the Contract and is calculated as follows:

<TABLE>
<CAPTION>
LENGTH OF TIME FROM
PURCHASE PAYMENT WITHDRAWAL
(NUMBER OF YEARS) CHARGE
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and over 0%
</TABLE>

8
<PAGE> 15

For purposes of the withdrawal charge calculation, withdrawals will be deemed to
be taken first from any free withdrawal amount (as described below); next from
remaining purchase payments (on a first-in, first-out basis); and then from
contract earnings (in excess of the free withdrawal amount). Unless you instruct
us otherwise, we will deduct the withdrawal charge from the amount requested.

We will not deduct a withdrawal charge (1) from payments we make due to the
death of the contract owner or the death of the annuitant with no contingent
annuitant surviving; (2) if an annuity payout has begun; or (3) if an income
option of at least five years' duration is begun after the first contract year.

FREE WITHDRAWAL ALLOWANCE

There is a 10% free withdrawal allowance available each year after the first
contract year. The available amount will be calculated as of the end of the
previous contract year. The free withdrawal allowance applies to any partial
withdrawals and to full withdrawals, except those transferred directly to
annuity contracts issued by other financial institutions. In Washington state,
this provision applies to all withdrawals.

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. This charge will be
prorated from the date of purchase to the next charge deduction date. 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

9
<PAGE> 16

(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.
For certain trusts, the Company may change the order in which purchase payments
and earnings are withdrawn in order to determine the withdrawal charge. In no
event will reduction or elimination of the withdrawal charge or 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

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

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.
10
<PAGE> 17

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. A contingent annuitant may not be changed, deleted or added after the
Contract becomes effective.

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. (For Contracts issued in New York, the election must
be made in writing.) 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.

11
<PAGE> 18

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

Any time before the maturity date, you may redeem all or any portion of the cash
surrender value, that is, the contract value, less any withdrawal charge and 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. The cash surrender value will be determined as of the close of
business after we receive your surrender request at the Home Office. The cash
surrender value may be more or less than the purchase payments made depending on
the contract value at the time of surrender.

We may defer payment of any cash surrender 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 withdrawal charges (in excess of the free withdrawal allowance) and
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 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 received due proof of
death and written payment instructions.

DEATH PROCEEDS BEFORE THE MATURITY DATE

DEATH OF ANY OWNER OR THE ANNUITANT BEFORE AGE 80. 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 or outstanding loans:

1) the contract value;

12
<PAGE> 19

2) the total purchase payments made under the Contract less all partial
withdrawals; or

3) the highest of all "final death benefit values" as described below.

A separate death benefit value will be established on the contract date and on
each anniversary of the contract date which occurs on or before the death report
date. The death benefit value established on the contract date will initially
equal the purchase payment. The death benefit value established on each contract
date anniversary will initially equal the contract value on that anniversary.
Thereafter, each death benefit value will be adjusted to reflect any purchase
payments made, or any partial withdrawals taken, from the date on which a
particular death benefit value was established until the death report date. Once
any adjustment has been made, a "death benefit value" then becomes equal to the
previous death benefit value plus or minus that adjustment.

Adjustments to the death benefit values for any purchase payments or partial
withdrawals will be made in the order that such purchase payments or partial
withdrawals occur. For each purchase payment, death benefit values will be
increased by the amount of the purchase payment. For each partial withdrawal,
death benefit values will be reduced by a "partial withdrawal reduction" which
equals the product of (i) the death benefit value immediately before the
reduction of the partial withdrawal, and (ii) the amount of the partial
withdrawal divided by the contract value immediately before the partial
withdrawal. The "final death benefit value" associated with the contract date
and with each contract date anniversary equals the initial death benefit value
plus or minus all adjustments until the death report date.

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 80, BUT BEFORE AGE 90. The
death benefit payable will be the greatest of (1), (2) or (3) below, less any
applicable premium tax or outstanding loans:

1) the contract value;

2) the total purchase payments made under the Contract less all partial
withdrawals; or

3) the maximum of all "final death benefit values" associated with the
contract date or any contract date anniversary occurring on or before
the annuitant's 80th birthday.

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 90. The death benefit
payable will be the contract value, less any applicable premium tax or
outstanding loans.

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.

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 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.

13
<PAGE> 20

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 the death of any contract owner or annuitant occurs on or after the maturity
date, the Company will pay the beneficiary a death benefit consisting of any
benefit remaining under the annuity 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 and the annuitant's 75th birthday, or ten years
after the effective date of the contract, if later, for nonqualified contracts.
(For Contracts issued in Florida and New York, 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.

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 cash surrender value will be
applied to provide an annuity funded by the same investment options selected
during the accumulation period (contract value, in Oregon). 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.")

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<PAGE> 21

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 annuity 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 cash surrender value 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
settlement 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.

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 cash surrender value in

15
<PAGE> 22

a lump-sum. The amount applied to effect an annuity or income option will be the
cash surrender 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 cash surrender value used to determine the
amount of any such payment will be determined on the same basis as the cash
surrender value during the accumulation period, including the deduction for
mortality and expense risks and the contract 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 cash surrender value (or, where required by state law, 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.

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 cash
surrender value (or, where required by state law, 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:

16
<PAGE> 23

proportion to the cash surrender 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 cash surrender 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 cash surrender value (contract value less any applicable premium
tax, in the states that so require), less 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.

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.

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<PAGE> 24

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 For Variable Annuities ("Fund ABD") 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 will be invested exclusively in the shares
of the variable funding options.

The assets of Fund ABD 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 are, in
accordance with the Contracts, credited to or charged against Fund ABD without
regard to other income, gains and losses of the Company. The assets held by Fund
ABD 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. 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 returns," 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). Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

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<PAGE> 25

returns will not reflect the deduction of any withdrawal charge or the $30
annual contract administrative charge, which, if reflected, would decrease the
level of performance shown. The withdrawal charge is not reflected because the
Contract is designed for long-term investment.

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 Fund 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.

NONQUALIFIED ANNUITY CONTRACTS

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<PAGE> 26

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 includable 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 includable 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 includable in your income. (See "Penalty
Tax for Premature Distributions" below.) There is income in the contract to the
extent the cash 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 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.

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 tax-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 Insurance Company is a stock insurance company chartered in 1864
in Connecticut and continuously engaged in the insurance business since that
time. It is licensed to conduct life insurance business in all states of the
United States, the District of Columbia, Puerto Rico, Guam, the U.S. and British
Virgin Islands and the Bahamas. 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 requirements
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, cash surrender 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.
There is one material pending legal proceeding, other than ordinary routine
litigation incidental to the business, to which the Company is a party. In March
1997, a purported class action entitled Patterman v. The Travelers, Inc. was
commenced in the Superior Court of Richmond County, Georgia, alleging, among
other things, violations of the Georgia RICO statute and other state laws by an
affiliate of the Company, Primerica Financial Services, Inc. and certain of its
affiliates. Plaintiffs seek unspecified compensatory and punitive damages and
other relief. In April 1997, the lawsuit was removed to the U.S. District Court
for the Southern District of Georgia, and in October, 1997, the lawsuit was
remanded to the Superior Court of Richmond County. Later in October 1997, the
defendants, including the Company, answered the complaint, denied liability and
asserted numerous affirmative defenses. In February 1998, the Superior Court of
Richmond County transferred the lawsuit to the Superior Court of Gwinnett
County, Georgia, and certified the transfer order for immediate appellate
review. Also in February 1998, plaintiffs served an application for appellate
review of the transfer order; defendants subsequently opposed that application;
and later in February 1998, the Court of Appeals of the State of Georgia granted
plaintiffs' application for appellate review. Pending appeal proceedings in the
trial court have been stayed. The Company intends to vigorously contest the
litigation.

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 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 (4/97)
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............ 870,525 --
MONEY MARKET PORTFOLIO (FORMERLY "CASH INCOME TRUST") (7/97)
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............ 345,682 N/A
ALLIANCE GROWTH PORTFOLIO (6/97)
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............ 1,062,634 --
MFS TOTAL RETURN PORTFOLIO (5/97)
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............ 962,287 N/A
PUTNAM DIVERSIFIED INCOME PORTFOLIO (5/97)
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............ 51,659 --
TRAVELERS QUALITY BOND PORTFOLIO (7/97)
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............ 378,758 --
LAZARD INTERNATIONAL STOCK PORTFOLIO (5/97)
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............ 849,629 --
MFS EMERGING GROWTH PORTFOLIO (4/97)
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............ 528,553 --
FEDERATED STOCK PORTFOLIO (5/97)
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............ 352,550 N/A
FEDERATED HIGH YIELD PORTFOLIO (5/97)
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............ 620,667 N/A
LARGE CAP PORTFOLIO (6/97)
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............ 491,869 --
EQUITY INCOME PORTFOLIO (5/97)
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............ 639,656 --
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............ 120,880 N/A
</TABLE>

* The Company began tracking the Accumulation Unit values in 1996, however the
Separate Account held no assets until 1997. Funding Options not listed had no
amounts yet allocated to them. The financial statements for Fund ABD are
contained in the Annual Report to contract owners. The consolidated financial
statements of The Travelers Insurance Company are contained in the SAI.

24
<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 Account or any other separate account 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.
If the contract owner effects a surrender, the amount available from the Fixed
Account will be reduced by any applicable withdrawal charge as described under
"Charges and Deductions" in this prospectus.

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 semi-annual anniversary
of the contract effective date. The transfers are limited to an amount of up to
15% of the Fixed Account Value on the semi-annual 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.

25
<PAGE> 32

THIS PAGE INTENTIONALLY LEFT BLANK.

26
<PAGE> 33

TRAVELERS PORTFOLIO ARCHITECT SELECT 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 PROSPECTUS WHICH IS ATTACHED TO THIS PROFILE. PLEASE READ THE
PROSPECTUS CAREFULLY. THE TERMS "WE," "US," "OUR" AND THE "COMPANY" REFER TO THE
TRAVELERS INSURANCE COMPANY. "YOU" AND "YOUR" REFER TO THE CONTRACT OWNER.

1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by The Travelers
Insurance 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.

<TABLE>
<S> <C>
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
</TABLE>

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 charges for management and other expenses. The charges range
from .40% to 1.40% annually, of the average daily net asset balance of the
funding option, depending on the funding option.

The following table is designed to help you understand the Contract charges. The
column "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 year 1, the examples show the
total annual charges assessed during that time as well as the withdrawal charge.
For the 10-year example, the total annual charges are included, but no
withdrawal charge is reflected.

ii
<PAGE> 35

<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% $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
GREENWICH STREET SERIES FUND
Appreciation Portfolio............................. 1.41% 1.00% 2.41% 84 275
Diversified Strategic Income Portfolio............. 1.41% 0.98% 2.39% 84 273
Total Return Portfolio............................. 1.41% 0.79% 2.20% 82 254
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
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
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>

7. ACCESS TO YOUR MONEY. You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (6% if withdrawn within one year, gradually decreasing to 0%
for payments held by the company for 8 years or more). After the first contract
year, you may withdraw up to 10% of the contract value (as of the previous
Contract year end) without a withdrawal charge. Of course, you may also have to
pay income taxes and a tax penalty on any money you take out.

iii
<PAGE> 36

performance is not a guarantee of future results. Performance information that
predates the separate account is considered "nonstandard" 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%
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.

9. DEATH BENEFIT. The death benefit applies upon the first death of the owner,
joint owner or annuitant. Assuming you are the Annuitant, if you die before you
move to 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 before you reach age 90, the death benefit equals the greatest of: (1)
the contract value;(2) the total purchase payments made under the Contract less
all partial withdrawals; or (3) the maximum "final death benefit value"
occurring on or before your 80(th) birthday (after adjustments for all purchase
payments and withdrawals). (See the Contract prospectus for a full explanation
of "final death benefit value.")

Assuming you are the annuitant, if you die on or after age 90 and before the
maturity date, the death benefit payable will be the contract value, less any
applicable premium tax or outstanding loans.

NOTE: In all cases described above, amounts will be reduced by loans
outstanding, premium taxes owed and partial withdrawals not previously deducted.
Certain states may have varying age requirements.

10. OTHER INFORMATION

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. We
may, in the future, charge a fee for any transfer request, or limit the number
of transfers allowed. We, at the minimum, would always allow one transfer every
six months. You may transfer between the Fixed Account and the variable 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.

iv
<PAGE> 37

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

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 Insurance Company
Annuity Investor Services
One Tower Square
Hartford, CT 06183-9061

v
<PAGE> 38

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 39

TRAVELERS PORTFOLIO ARCHITECT SELECT
PROSPECTUS

This prospectus describes PORTFOLIO ARCHITECT SELECT, a flexible premium
variable annuity contract (the "Contract") issued by The Travelers Insurance
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"). Portfolio Architect 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 for Variable Annuities ("Fund ABD"). 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:

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about Fund ABD 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 Insurance Company, Annuity Investor Services, One
Tower Square, Hartford, Connecticut 06183-9061, 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.

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
Withdrawal Charge...................... 8
Free Withdrawal Allowance.............. 9
Administrative Charges................. 9
Mortality and Expense Risk Charge...... 9
Reduction or Elimination of Contract
Charges.............................. 10
Funding Option Expenses................ 10
Premium Tax............................ 10
Changes in Taxes Based Upon Premium or
Value................................ 10
OWNERSHIP PROVISIONS................... 10
Types of Ownership..................... 10
Beneficiary............................ 11
Annuitant.............................. 11
TRANSFERS.............................. 11
Dollar Cost Averaging.................. 11
ACCESS TO YOUR MONEY................... 12
Systematic Withdrawals................. 12
Loans.................................. 12
DEATH BENEFIT.......................... 13
Death Proceeds Before the Maturity
Date................................. 13
Payment of Proceeds.................... 13
Death Proceeds After the Maturity
Date................................. 14
THE ANNUITY PERIOD..................... 14
Maturity Date.......................... 14
Allocation of Annuity.................. 15
Variable Annuity....................... 15
Fixed Annuity.......................... 15
PAYMENT OPTIONS........................ 15
Election of Options.................... 15
Annuity Options........................ 16
Income Options......................... 17
MISCELLANEOUS CONTRACT PROVISIONS...... 17
Right to Return........................ 17
Termination............................ 17
Required Reports....................... 18
Suspension of Payments................. 18
Transfers of Contract Values to Other
Annuities............................ 18
THE SEPARATE ACCOUNT................... 18
Mixed and Shared Funding............... 18
Performance Information................ 19
FEDERAL TAX CONSIDERATIONS............. 19
General Taxation of Annuities.......... 20
Types of Contracts: Qualified or
Nonqualified......................... 20
Nonqualified Annuity Contracts......... 20
Qualified Annuity Contracts............ 20
Penalty Tax for Premature
Distributions........................ 21
Diversification Requirements for
Variable Annuities................... 21
Ownership of the Investments........... 21
Mandatory Distributions for Qualified
Plans................................ 21
OTHER INFORMATION...................... 22
The Insurance Company.................. 22
IMSA................................... 22
Year 2000 Compliance................... 22
Distribution of Variable Annuity
Contracts............................ 22
Conformity with State and Federal
Laws................................. 22
Voting Rights.......................... 23
Legal Proceedings And Opinions......... 23
APPENDIX A: Condensed Financial
Information.......................... 24
APPENDIX B: The Fixed Account.......... 25
APPENDIX C: Contents of the Statement
of Additional Information............ 27
</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
Annuitant.............................. 11
Annuity Payments....................... 14
Annuity Unit........................... 6
Cash Surrender Value................... 12
Contract Date.......................... 6
Contract Owner (You, Your)............. 5
Contract Value......................... 5
Contract Year.......................... 6
Fixed Account.......................... 25
Funding Option(s)...................... 6
Income Payments........................ 15
Maturity Date.......................... 5
Purchase Payment....................... 5
Written Request........................ 6
</TABLE>

2
<PAGE> 41

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

<TABLE>
<S> <C>
WITHDRAWAL CHARGE (as a percentage of purchase payments
withdrawn):

LENGTH OF TIME FROM PURCHASE PAYMENT
</TABLE>

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
FEE EXPENSES FUNDING
(AFTER EXPENSES (AFTER EXPENSES OPTION
PORTFOLIO NAME ARE REIMBURSED) ARE REIMBURSED) 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>

3
<PAGE> 42

NOTES:

(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.

(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.

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 AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund............... $83 $120 $161 $259 $23 $70 $121 $259
Money Market Portfolio.................. 78 107 138 213 18 57 98 213
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series.......................... 83 121 161 260 23 71 121 260
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio....... 82 119 159 255 22 69 119 255
Small Cap Portfolio.................. 82 119 158 253 22 69 118 253
GREENWICH STREET SERIES FUND
Appreciation Portfolio............... 84 125 169 275 24 75 129 275
Diversified Strategic Income
Portfolio.......................... 84 125 168 273 24 75 128 273
Total Return Portfolio............... 82 119 158 254 22 69 118 254
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
Salomon Brothers Variable Investors
Fund................................. 84 125 169 275 24 75 129 275
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio............ 83 120 160 257 23 70 120 257
MFS Total Return Portfolio........... 83 121 162 261 23 71 122 261
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio........... 82 119 159 255 22 69 119 255
Disciplined Mid Cap Stock
Portfolio.......................... 84 124 166 270 24 74 126 270
Disciplined Small Cap Stock
Portfolio.......................... 84 125 169 275 24 75 129 275
Equity Income Portfolio.............. 84 124 166 270 24 74 126 270
Federated High Yield Portfolio....... 84 124 166 270 24 74 126 270
Federated Stock Portfolio............ 84 124 166 270 24 74 126 270
Large Cap Portfolio.................. 84 124 166 270 24 74 126 270
Lazard International Stock
Portfolio.......................... 87 133 181 300 27 83 141 300
MFS Emerging Growth Portfolio........ 84 124 166 270 24 74 126 270
MFS Mid Cap Growth Portfolio......... 84 125 169 275 24 75 129 275
Travelers Quality Bond Portfolio..... 82 118 156 250 22 68 116 250
WARBURG PINCUS TRUST
Emerging Markets Portfolio........... 88 137 189 314 28 87 149 314
</TABLE>

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

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Portfolio Architect Select is a contract between you, the contract
owner, and The Travelers Insurance Company (called "us" or the "Company"). Under
this contract, you make purchase payments to us and we credit them to your
account. 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

5
<PAGE> 44

payments made under the Contract. The date the contract and its benefits became
effective is referred to as the contract date. Each anniversary of this contract
date is called a contract year.

PURCHASE PAYMENTS

The initial purchase payment must be at least $5,000. 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.

ACCUMULATION UNITS

THE FUNDING OPTIONS

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

<TABLE>
<CAPTION>
FUNDING OPTION 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. International Corporation
The Fund invests principally in common stocks ("TAMIC")
of small to large companies which are Subadviser: Janus Capital Corp.
expected to experience wide fluctuations in
price in both rising and declining markets.
Money Market Portfolio Seeks high current income from short-term TAMIC
(formerly "Cash Income money market instruments while preserving
Trust") capital and maintaining a high degree of
liquidity.
DELAWARE GROUP PREMIUM
FUND, INC.
REIT Series Seeks maximum long-term total return. Capital Delaware Management Company, Inc.
appreciation is a secondary objective. 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
</TABLE>

6
<PAGE> 45

GREENWICH STREET SERIES
FUND
Appreciation Portfolio Seeks long term appreciation of capital by Mutual Management Corp. ("MMC")
investing primarily in equity securities.
Diversified Strategic Seeks high current income by investing MMC
Income Portfolio primarily in the following fixed income Subadviser: Smith Barney Global
securities. U.S. Gov't. and mortgage-related Capital Management, Inc.
securities, foreign gov't. bonds and
corporate bonds rated below investment grade.
Total Return Portfolio An equity portfolio that seeks to provide MMC
total 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 Management
Investors Fund income is a secondary objective.
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital by Travelers Investment Adviser
investing predominantly in equity securities ("TIA")
of companies with a favorable outlook for Subadviser: Alliance Capital
earnings and whose rate of growth is expected Management L.P.
to exceed that of the U.S. economy over time.
Current income is only an incidental
consideration.
MFS Total Return Seeks to obtain above-average income TIA
Portfolio (compared to a portfolio entirely invested in Subadviser: Massachusetts
equity securities) consistent with the Financial Services Company ("MFS")
prudent deployment of capital. Generally, at
least 40% of the Portfolio's assets will be
invested inequity securities.

THE TRAVELERS SERIES TRUST
Convertible Bond Seeks current income and capital appreciation TAMIC
Portfolio by 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 TAMIC
Portfolio (formerly "Mid primarily in a broadly diversified portfolio Subadviser: The Travelers
Cap Disciplined Equity of common stocks. Investment Management Company
Fund") ("TIMCO")
Disciplined Small Cap Seeks long term capital appreciation by TAMIC
Stock Portfolio investing primarily (at least 65% of its Subadviser: TIMCO
total 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. Subadviser: Fidelity Management &
The balance may be invested in all types of Research Company
domestic 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 TAMIC
Portfolio primarily in a professionally managed, Subadviser: Federated Investment
diversified portfolio of fixed income Counseling, Inc.
securities.
</TABLE>

7
<PAGE> 46

THE TRAVELERS SERIES TRUST
(CONT'D)
Federated Stock Portfolio Seeks growth of income and capital by TAMIC
investing principally in a professionally Subadviser: Federated Investment
managed and diversified portfolio of common Counseling, Inc.
stock of high-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 TAMIC
investing primarily in equity securities of Subadviser: Fidelity Management &
companies with large market capitalizations. Research Company
Lazard International Seeks capital appreciation by investing TAMIC
Stock Portfolio primarily in the equity securities of Subadviser: Lazard Asset
non-United States companies (i.e., Management
incorporated or organized outside the United
States).
MFS Emerging Growth Seeks long-term growth of capital by TAMIC
Portfolio investing in common stocks of companies that Subadviser: MFS
are believed to be early in their life
cycles, but which are also believed to have
the potential to become major enterprises.
Dividend and interest income from portfolio
securities, if any, is incidental.
MFS Mid Cap Growth Seeks to obtain long term growth of capital TAMIC
Portfolio by investing, under normal market conditions, Subadviser: MFS
at 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 Seeks long-term growth of capital by Warburg Pincus Asset Management,
Portfolio investing primarily in equity securities of Inc.
non-U.S. issuers consisting of companies in
emerging securities markets.
</TABLE>

SUBSTITUTIONS AND ADDITIONS

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
WITHDRAWAL CHARGE

8
<PAGE> 47

The withdrawal charge is equal to a percentage of purchase payments withdrawn
from the Contract and is calculated as follows:

<TABLE>
<CAPTION>
LENGTH OF TIME FROM
PURCHASE PAYMENT WITHDRAWAL
(NUMBER OF YEARS) CHARGE
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and over 0%
</TABLE>

FREE WITHDRAWAL ALLOWANCE

ADMINISTRATIVE CHARGES

MORTALITY AND EXPENSE RISK CHARGE

9
<PAGE> 48

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 withdrawal charge, the administrative charges, and 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. For certain trusts, the Company may change the order in which purchase
payments and earnings are withdrawn in order to determine the withdrawal charge.
In no event will reduction or elimination of the withdrawal charge or 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

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

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

10
<PAGE> 49

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

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

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

11
<PAGE> 50

Account Value in less than twelve months from your enrollment in the Dollar Cost
Averaging program.

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

Any time before the maturity date, you may redeem all or any portion of the cash
surrender value, that is, the contract value, less any withdrawal charge,
outstanding loans and 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. The cash surrender value will be determined as of
the close of business after we receive your surrender request at the Home
Office. The cash surrender value may be more or less than the purchase payments
made depending on the contract value at the time of surrender.

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.

12
<PAGE> 51

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

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

DEATH PROCEEDS BEFORE THE MATURITY DATE

1) the contract value;

2) the total purchase payments made under the Contract less all partial
withdrawals; or

3) the highest of all "final death benefit values" as described below.

1) the contract value;

2) the total purchase payments made under the Contract less all partial
withdrawals; or

3) the maximum of all "final death benefit value" associated with the
contract date or any contract date anniversary occurring on or before
the annuitant's 80th birthday.

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 90. The death benefit
payable will be the contract value, less any applicable premium tax or
outstanding loans.

PAYMENT OF PROCEEDS

13
<PAGE> 52

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 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.

DEATH PROCEEDS AFTER THE MATURITY DATE

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

MATURITY DATE

14
<PAGE> 53

or upon the death of the contract owner. Independent tax advice should be sought
regarding the election of minimum required distributions.

ALLOCATION OF ANNUITY

VARIABLE ANNUITY

FIXED ANNUITY

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

15
<PAGE> 54

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.

The amount applied to effect an annuity or income option will be the cash
surrender value as of the date income payments begin, less any applicable
premium taxes not previously deducted. (Certain states may have different
requirements that we will honor.) The cash surrender value used to determine the
amount of any payment will be determined on the same basis as the cash surrender
value during the accumulation period, including the deduction for mortality and
expense risks and the contract administrative expense charge.

ANNUITY OPTIONS

16
<PAGE> 55

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.

INCOME OPTIONS

Option 1 -- Payments of a Fixed Amount. The Company will make equal payments of
the amount elected until the cash surrender 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 cash surrender value
attributable to each. The final payment will include any amount insufficient to
make another full payment.

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

17
<PAGE> 56

REQUIRED REPORTS

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 of 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
- --------------------------------------------------------------------------------

MIXED AND SHARED FUNDING

18
<PAGE> 57

PERFORMANCE INFORMATION

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 any withdrawal charge or the $30 annual contract administrative
charge, which, if reflected, would decrease the level of performance shown. The
withdrawal charge is not reflected because the Contract is designed for
long-term investment.

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

19
<PAGE> 58

GENERAL TAXATION OF ANNUITIES

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

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.

QUALIFIED ANNUITY CONTRACTS

20
<PAGE> 59

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

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 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.

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 includible annually in the Contract Owner's gross income.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

21
<PAGE> 60

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

THE INSURANCE COMPANY

The Travelers Insurance Company is a stock insurance company chartered in 1864
in Connecticut and continuously engaged in the insurance business since that
time. It is licensed to conduct life insurance business in all states of the
United States, the District of Columbia, Puerto Rico, Guam, the U.S. and British
Virgin Islands and the Bahamas. 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

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
results of operation 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.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

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

22
<PAGE> 61

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

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

23
<PAGE> 62

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

THE TRAVELERS FUND ABD 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 (4/97)
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............ 870,525 --
MONEY MARKET PORTFOLIO (FORMERLY "CASH INCOME TRUST") (7/97)
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............ 345,682 N/A
ALLIANCE GROWTH PORTFOLIO (6/97)
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............ 1,062,634 --
MFS TOTAL RETURN PORTFOLIO (5/97)
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............ 962,287 N/A
TRAVELERS QUALITY BOND PORTFOLIO (7/97)
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............ 378,758 --
LAZARD INTERNATIONAL STOCK PORTFOLIO (5/97)
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............ 849,629 --
MFS EMERGING GROWTH PORTFOLIO (4/97)
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............ 528,553 --
FEDERATED STOCK PORTFOLIO (5/97)
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............ 352,550 N/A
FEDERATED HIGH YIELD PORTFOLIO (5/97)
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............ 620,667 N/A
LARGE CAP PORTFOLIO (6/97)
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............ 491,869 7,800
EQUITY INCOME PORTFOLIO (5/97)
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............ 639,656 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............ 120,880 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............ 506,282 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............ 733,829 N/A
</TABLE>

24
<PAGE> 63

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 Fund ABD or any other separate account sponsored by the Company or its
affiliates.

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 Fund ABD 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. If
the contract owner effects a surrender, the amount available from the Fixed
Account will be reduced by any applicable withdrawal charge as described under
"Charges and Deductions" in this prospectus.

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.

25
<PAGE> 64

THIS PAGE INTENTIONALLY LEFT BLANK.

26
<PAGE> 65

TRAVELERS PREMIER ADVISERS VARIABLE ANNUITY
CONTRACT PROFILE
MAY 1, 1998

1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by The Travelers
Insurance 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.

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 cash surrender value of
your Contract will be paid to you in equal payments; or Fixed Period -- the cash
surrender 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.

3. PURCHASE. You may purchase the Contract with an initial payment of at least
$5,000. You may make additional payments of at least $500 at any time during the
accumulation phase.

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

MORGAN STANLEY UNIVERSAL FUNDS, INC.:
Emerging Markets Equity Portfolio
Global Equity Portfolio
Mid Cap Value Portfolio
Value Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.:
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable High Yield Bond Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Strategic Bond Fund
VAN KAMPEN AMERICAN CAPITAL LIFE
INVESTMENT TRUST:
Domestic Income Portfolio
Emerging Growth Portfolio
Enterprise Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
Morgan Stanley Real Estate Securities
Portfolio

Each funding option charges for management and other expenses. The charges range
from 0.60% to 1.75% annually, of the average daily net asset balance of the
funding option, depending on the funding option.

If you withdraw money, the Company may deduct a withdrawal charge (0% to 6%) of
the purchase payments from the Contract. If you withdraw all 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 and the sub-account administrative charge and reflects the $30 annual
contract administrative charge as .064%. 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 year 1, the Total Annual
Insurance Charges are assessed as well as the withdrawal charges. For year 10,
the example shows the aggregate of all the annual charges assessed during that
time, but no withdrawal charge is shown. For these examples, the premium tax is
assumed to be 0%.

ii
<PAGE> 67

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
TOTAL ANNUAL EXPENSES
TOTAL ANNUAL FUNDING OPTION TOTAL ANNUAL AT END OF:
PORTFOLIO NAME INSURANCE CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C>
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
Emerging Markets Equity Portfolio....... 1.46% 1.75% 3.21% $92 $352
Global Equity Portfolio................. 1.46% 1.15% 2.61% 86 295
Mid Cap Value Portfolio................. 1.46% 1.05% 2.51% 85 285
Value Portfolio......................... 1.46% 0.85% 2.31% 83 285
SOLOMON BROTHERS VARIABLE SERIES FUNDS,
INC.:
Variable Investors Fund................. 1.46% 1.00% 2.46% 85 280
Variable Capital Fund................... 1.46% 1.00% 2.46% 85 280
Variable High Yield Bond Fund........... 1.46% 1.00% 2.46% 85 280
Variable Strategic Bond Fund............ 1.46% 1.00% 2.46% 85 280
VAN KAMPEN AMERICAN CAPITAL LIFE
INVESTMENT TRUST:
Domestic Income Portfolio............... 1.46% 0.60% 2.06% 81 239
Emerging Growth Portfolio............... 1.46% 0.85% 2.31% 83 265
Enterprise Portfolio.................... 1.46% 0.60% 2.06% 81 239
Government Portfolio.................... 1.46% 0.60% 2.06% 81 239
Growth and Income Portfolio............. 1.46% 0.75% 2.21% 82 255
Money Market Portfolio.................. 1.46% 0.60% 2.06% 81 239
Morgan Stanley Real Estate Securities
Portfolio............................. 1.46% 1.07% 2.53% 86 287
</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. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (6% if withdrawn within one year, gradually decreasing to 0%
for payments held by the Company for 8 years or more). After the first contract
year, you may withdraw up to 10% of the contract value (as of the end of the
prior year) without a withdrawal charge. Of course, you may also have to pay
income taxes and a tax penalty on any taxable amounts withdrawn.

8. PERFORMANCE. The value of the Contract will vary depending upon the
investment performance of the funding options you choose. The Statement of
Additional Information reflects adjusted historical total returns for each
funding option. 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 withdrawal charge or any
applicable taxes, which, if applied, would reduce such performance. Past
performance is not a guarantee of future results.

Those funding options not illustrated do not yet have one full year of
performance history in the 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, if you die before you
move to the income phase, the person you have chosen as your beneficiary will
receive a death benefit. The death benefit paid

iii
<PAGE> 68

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 before you reach age 90, the death
benefit equals the greatest of: (1) the Contract Value;(2) the total purchase
payments made under the Contract less all partial withdrawals; or (3) the
maximum "final death benefit value" occurring on or before your 80(th) birthday
(after adjustments for all purchase payments and withdrawals). (See the Contract
prospectus for a full explanation of "final death benefit value.")

Assuming you are the annuitant, if you die on or after age 90 and before the
maturity date, the death benefit payable will be the contract value.

NOTE: In all cases, death benefit amounts will be reduced by premium taxes owed,
partial withdrawals not previously deducted, and any outstanding loans. Certain
states may have varying age requirements.

10. OTHER INFORMATION

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:

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)
599-9460 or:
Travelers Insurance Company
Annuity Investor Services
One Tower Square
Hartford, CT 06183
iv
<PAGE> 69

TRAVELERS PREMIER ADVISERS
PROSPECTUS

This prospectus describes TRAVELERS PREMIER ADVISERS, a flexible premium
variable annuity contract (the "Contract") issued by The Travelers Insurance
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 Premier Advisers 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."

The Fixed Account is described in Appendix A. 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 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 Insurance Company, Annuity Investor Services, One
Tower Square, Hartford, Connecticut 06183, call (800) 599-9460 or access the
SEC's website (http://www.sec.gov). The contents of the SAI appears in Appendix
B of this prospectus.

PROSPECTUS DATED MAY 1, 1998
<PAGE> 70

TABLE OF CONTENTS

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

2
<PAGE> 71

FUND ABD FEE TABLE
- --------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES

WITHDRAWAL CHARGE (as a percentage of purchase payments withdrawn):

<TABLE>
<CAPTION>
LENGTH OF TIME FROM PURCHASE PAYMENT
(NUMBER OF YEARS) CHARGE
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and over 0%
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
(Waived if contract value is $40,000 or more) $30
</TABLE>

ANNUAL SEPARATE ACCOUNT CHARGES: (as a percentage of the average daily net
assets of the Separate Account)

<TABLE>
<S> <C>
Mortality and Expense Risk Charge.................... 1.25%
Administrative Expense Charge........................ 0.15%
-----
Total Separate Account Charges.................... 1.40%
</TABLE>

FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the Funding Option)

<TABLE>
<CAPTION>
TOTAL ANNUAL
FUNDING
MANAGEMENT OTHER OPTION
FEE EXPENSES EXPENSES
(AFTER EXPENSES (AFTER EXPENSES (AFTER EXPENSES
PORTFOLIO NAME ARE REIMBURSED) ARE REIMBURSED) ARE REIMBURSED)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
Emerging Markets Equity Portfolio............ 0.00%(1) 1.75% 1.75%
Global Equity Portfolio...................... 0.00%(1) 1.15% 1.15%
Mid Cap Value Portfolio...................... 0.00%(1) 1.05% 1.05%
Value Portfolio.............................. 0.00%(1) 0.85% 0.85%
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.:
Salomon Brothers Variable Investors Fund..... 0.70% 0.30%(2) 1.00%
Salomon Brothers Variable Capital Fund....... 0.85% 0.15%(2) 1.00%
Salomon Brothers Variable High Yield Bond Fund.. 0.75% 0.25%(2) 1.00%
Salomon Brothers Variable Strategic Bond
Fund....................................... 0.75% 0.25%(2) 1.00%
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST:
Domestic Income Portfolio.................... 0.05%(3) 0.55% 0.60%
Emerging Growth Portfolio.................... 0.00%(3) 0.85% 0.85%
Enterprise Portfolio......................... 0.44%(3) 0.16% 0.60%
Government Portfolio......................... 0.36%(3) 0.24% 0.60%
Growth and Income Portfolio ................. 0.00%(3) 0.75% 0.75%
Money Market Portfolio....................... 0.12%(3) 0.48% 0.60%
Morgan Stanley Real Estate Securities
Portfolio.................................. 1.00%(3) 0.07% 1.07%
</TABLE>

NOTES:

3
<PAGE> 72

(NOTES CONTINUED)

(1) The Advisers, with respect to the Portfolios listed in the Morgan Stanley
Universal Funds, Inc. Series Trust, have voluntarily agreed to a reduction
in its management fees and to reimburse the Portfolios for which it acts as
investment adviser if such fees would cause total annual operating expenses
to exceed the amounts set forth in the tables above. Absent of such
reductions, the expenses would have been as follow:

(2) Reflects the voluntary agreement by Salomon Brothers Asset Management to
impose an expense cap for the fiscal year ending December 31, 1998 on the
total annual operating expenses of each fund at the amount shown in the
table through the reimbursement of expenses. Absent such agreement, the
ratio of other expenses and total operating expenses would be:

(3) Van Kampen American Capital has voluntarily agreed to a reduction in its
management fees and to reimburse the Portfolios for which it acts as
investment adviser if such fees would cause total annual operating expenses
to exceed the amounts set forth in the tables above. Absent of such
reductions, the expenses would have been:

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
PORTFOLIO FEES EXPENSES EXPENSES
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic Income Portfolio.................... 0.50% 0.55% 1.05%
Enterprise Portfolio......................... 0.50% 0.16% 0.66%
Emerging Growth Portfolio.................... 0.70% 1.44% 2.14%
Government Portfolio......................... 0.50% 0.24% 0.74%
Growth and Income Portfolio.................. 0.60% 1.03% 1.63%
Morgan Stanley Real Estate Securities
Portfolio.................................. (no waiver) (no waiver) (no waiver)
Money Market Portfolio....................... 0.50% 0.48% 0.98%
</TABLE>

EXAMPLE*

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

<TABLE>
<CAPTION>
IF ANNUITIZED, OR IF NO WITHDRAWALS
IF SURRENDERED OR WITHDRAWN AT THE ARE MADE AT THE END OF THE PERIOD
END OF THE PERIOD SHOWN SHOWN.
- ---------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
Emerging Markets Portfolio..................... $92 $149 $208 $352 $32 $99 $168 $352
Global Equity Portfolio........................ 86 131 179 295 26 81 139 295
Mid Cap Value Portfolio........................ 85 128 174 285 25 78 134 285
Value Portfolio................................ 83 122 164 265 23 72 124 265
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.:
Variable Capital Fund.......................... 85 127 171 280 25 77 131 280
Variable High Yield Bond Fund.................. 85 127 171 280 25 77 131 280
Variable Investors Fund........................ 85 127 171 280 25 77 131 280
Variable Strategic Bond Fund................... 85 127 171 280 25 77 131 280
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST:
Domestic Income Portfolio...................... 81 115 151 239 21 65 111 239
Emerging Growth Portfolio...................... 83 122 164 265 23 72 124 265
Enterprise Portfolio........................... 81 115 151 239 21 65 111 239
Government Portfolio........................... 81 115 151 239 21 65 111 239
Growth and Income Portfolio.................... 82 119 159 255 22 69 119 255
Money Market Portfolio......................... 81 115 151 239 21 65 111 239
Morgan Stanley Real Estate Securities
Portfolio..................................... 86 129 175 287 26 79 135 287
</TABLE>

4
<PAGE> 73

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Premier Advisers is a contract between you, the contract owner, and
The Travelers Insurance 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. The
contract owner assumes 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
anniversary of this contract date marks a contract year.

PURCHASE PAYMENTS

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. During the annuity
period (i.e., after the maturity date), you are credited with annuity units.

THE FUNDING OPTIONS

5
<PAGE> 74

The current variable funding options are listed below, along with their
investment adviser:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
INVESTMENT INVESTMENT INVESTMENT
OPTIONS OBJECTIVE ADVISER/SUBADVISER
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
MORGAN STANLEY UNIVERSAL
FUNDS, INC.:
Emerging Markets Equity Seeks long-term capital appreciation by investing Morgan Stanley Asset
Portfolio primarily in equity securities of emerging market Management Inc. ("MSAM")
country issuers with a focus on those in which the
adviser believes the economies are developing strongly
and in which the markets are becoming more
sophisticated.
Global Equity Portfolio Seeks long-term capital appreciation by investing MSAM
primarily in equity securities of issuers throughout the
world, including the U.S.
Mid Cap Value Portfolio Seeks above-average total return over a market cycle of Miller Anderson &
three to five years by investing in common stock and Sherrerd, LLP ("MAS")
other equity securities of issuers with equity
capitalizations in the range of the companies
represented in the S&P Mid Cap 400 Index (currently $100
million to $8 billion).
Value Portfolio Seeks above-average total return over a market cycle of MAS
three to five years by investing primarily in a
diversified portfolio of common stocks and other equity
securities that the adviser believes to be relatively
undervalued based on various measures such as price
earnings ratios and price book ratios.
SALOMON BROTHERS VARIABLE
SERIES FUNDS, INC.:
Variable Capital Fund Capital appreciation, primarily through investments in Salomon Brothers Asset
common stocks which are believed to have above-average Management ("SBAM")
price appreciation potential and which may involve
above-average risk.
Variable High Yield To maximize current income, and, secondarily, to seek SBAM
Bond Fund capital appreciation through investments in medium or
lower rating categories.
Variable Investors Fund Long-term growth of capital, and, secondarily, current SBAM
income, through investments in common stocks of well-
known companies.
Variable Strategic Bond Seeks a high level of current income. As a secondary SBAM
Fund objective, the portfolio will seek capital appreciation.
VAN KAMPEN AMERICAN CAPITAL
LIFE INVESTMENT TRUST:
Domestic Income Seeks current income, primarily and capital appreciation Van Kampen American
Portfolio as a secondary objective only when consistent with its Capital Asset Management,
primary investment objective. The Portfolio attempts to Inc. ("VKACAM")
achieve these objectives through investment primarily in
a diversified portfolio of fixed-income securities. The
Portfolio may invest in investment-grade securities and
lower rated and nonrated securities. Lower rated
securities (commonly known as "junk bonds") are regarded
by the rating agencies as predominantly speculative with
respect to the issuer's continuing ability to meet
principal and interest payments.
Emerging Growth Seeks capital appreciation by investing in a portfolio VKACAM
Portfolio of securities consisting principally of common stocks of
small and medium sized companies considered by the
adviser to be emerging growth companies.
Enterprise Portfolio Seeks capital appreciation through investments believed VKACAM
by the Adviser to have above-average potential for
capital appreciation.
Government Portfolio Seeks to provide investors with a high current return VKACAM
consistent with preservation of capital by investing
primarily in debt securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities.
Growth and Income Seeks long-term growth of capital and income by VKACAM
Portfolio investing primarily in income-producing equity
securities, including common stocks and convertible
securities.
</TABLE>

6
<PAGE> 75

SUBSTITUTIONS AND ADDITIONS

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
WITHDRAWAL CHARGE

The withdrawal charge is equal to a percentage of purchase payments withdrawn
from the Contract and is calculated as follows:

<TABLE>
<CAPTION>
LENGTH OF TIME FROM
PURCHASE PAYMENT WITHDRAWAL
(NUMBER OF YEARS) CHARGE
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and over 0%
</TABLE>

For purposes of the withdrawal charge calculation, withdrawals will be deemed to
be taken in the following order:

(a) from any purchase payments to which no withdrawal charge is
applicable;

(b) from any remaining free withdrawal allowance (as described below)
after reduction by the amount of (a);

(d) from any Contract earnings.

7
<PAGE> 76

NOTE: Any free withdrawals taken will not reduce purchase payments still subject
to a withdrawal charge.

FREE WITHDRAWAL ALLOWANCE

Any withdrawal deemed to be taken from purchase payments to which no withdrawal
charge applies will reduce any free withdrawal allowance available in that
contract year. Any withdrawal deemed to be taken from the free withdrawal
allowance will not reduce the amount of purchase payments to which withdrawal
charges are applicable.

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.

MORTALITY AND EXPENSE RISK CHARGE

REDUCTION OR ELIMINATION OF CONTRACT CHARGES

8
<PAGE> 77

order in which purchase payments and earnings are withdrawn in order to
determine the withdrawal charge. In no event will reduction or elimination of
the withdrawal charge or 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

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

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.

9
<PAGE> 78

ANNUITANT

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.

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

DOLLAR COST AVERAGING

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

Any time before the maturity date, you may redeem all or any portion of the cash
surrender value, that is, the contract value, less any withdrawal charge and 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 cash surrender value will be determined as of the close of
business after we receive your surrender request at the Home Office. The cash
surrender value may be more or less than the purchase payments made depending on
the contract value at the time of surrender.

10
<PAGE> 79

SYSTEMATIC WITHDRAWALS

Beginning in the second contract year and 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 withdrawal charges (in
excess of the free withdrawal allowance) and 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 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).

LOANS

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

DEATH BENEFIT
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DEATH PROCEEDS BEFORE THE MATURITY DATE

1) the contract value;

2) the total purchase payments made under the Contract less all partial
withdrawals; or

3) the highest of all "final death benefit values" as described below.

Adjustments to the death benefit values for any purchase payments or partial
withdrawals will be made in the order that such purchase payments or partial
withdrawals occur. For each purchase

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payment, death benefit values will be increased by the amount of the purchase
payment. For each partial withdrawal, death benefit values will be reduced by a
"partial withdrawal reduction" which equals the product of (i) the death benefit
value immediately before the reduction of the partial withdrawal, and (ii) the
amount of the partial withdrawal divided by the contract value immediately
before the partial withdrawal. The "final death benefit value" associated with
the contract date and with each contract date anniversary equals the initial
death benefit value plus or minus all adjustments until the death report date.

1) the contract value;

2) the total purchase payments made under the Contract less all partial
withdrawals; or

3) the maximum of all "final death benefit values" associated with the
contract date or any contract date anniversary occurring on or before
the annuitant's 80th birthday.

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 90. The death benefit
payable will be the contract value, less any applicable premium tax or
outstanding loans.

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.

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.

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.

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THE ANNUITY PERIOD
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MATURITY DATE

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 cash surrender value will be
applied to provide an annuity funded by the same investment options selected
during the accumulation period (contract value, in Oregon). 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

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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 settlement options.

FIXED ANNUITY

PAYMENT OPTIONS
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ELECTION OF OPTIONS

The amount applied to effect an annuity or income option will be the cash
surrender value as of the date the payments begin, less any applicable premium
taxes not previously deducted and any applicable withdrawal charge. (Certain
states may have different requirements that we will honor.) The cash surrender
value used to determine the amount of any such payment will be determined on the
same basis as the cash surrender value during the accumulation period, including
the deduction for mortality and expense risks and the contract administrative
expense charge.

ANNUITY OPTIONS

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

INCOME OPTIONS

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

MISCELLANEOUS CONTRACT PROVISIONS
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RIGHT TO RETURN

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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

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.

THE SEPARATE ACCOUNT
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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.

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
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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

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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

NONQUALIFIED ANNUITY CONTRACTS

QUALIFIED ANNUITY CONTRACTS

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PENALTY TAX FOR PREMATURE DISTRIBUTIONS

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

OWNERSHIP OF THE INVESTMENTS

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

OTHER INFORMATION
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THE INSURANCE COMPANY

The Travelers Insurance Company is a stock insurance company chartered in 1864
in Connecticut and continuously engaged in the insurance business since that
time. It is licensed to conduct life

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insurance business in all states of the United States, the District of Columbia,
Puerto Rico, Guam, the U.S. and British Virgin Islands and the Bahamas. 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

YEAR 2000 COMPLIANCE

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

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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

LEGAL PROCEEDINGS AND OPINIONS

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APPENDIX A
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THE FIXED ACCOUNT

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 Fund ABD 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.

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 semi-annual 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.

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APPENDIX B
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CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and
financial statements relating to The Travelers Insurance 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

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Copies of the Statement of Additional Information dated May 1, 1998 (Form No.
L-12547S) 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 Insurance Company, Annuity Investor
Services, One Tower Square, Hartford, Connecticut 06183-8034.

Name:
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Address:
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