TRAVELERS FUND ABD FOR VARIABLE ANNUITIES, 485BPOS, 2000-04-17

TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
485BPOS, 2000-04-17

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<PAGE> 1
Registration No. 33-65343
811-07465

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 6
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 10

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

THE TRAVELERS INSURANCE COMPANY
-------------------------------
(Name of Depositor)

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

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

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

Approximate Date of Proposed Public Offering: .

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

____ immediately upon filing pursuant to paragraph (b) of Rule 485.
__X_ on May 1, 2000 pursuant to paragraph (b) of Rule 485.
____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
____ on ___________ pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:

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

<PAGE> 2

PART A

Information Required in a Prospectus

<PAGE> 3

TRAVELERS PORTFOLIO ARCHITECT ANNUITY PROSPECTUS:
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES

This prospectus describes TRAVELERS PORTFOLIO ARCHITECT ANNUITY, a flexible
premium variable annuity contract (the "Contract") issued by The Travelers
Insurance Company or The Travelers Life and Annuity Company, depending on the
state in which you purchased your Contract. 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"). We may issue it 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 Contracts and certificates as
"Contracts."

You can choose to have your premium ("purchase payments") accumulate on a fixed
basis and/or a variable basis. Your contract value will vary daily to reflect
the investment experience of the subaccounts ("funding options") you select and
any interest credited to the Fixed Account. The variable funding options are:

Capital Appreciation Fund
Money Market Portfolio

ALLIANCE VARIABLE PRODUCT SERIES FUND, INC.

Premier Growth Portfolio Class B

DELAWARE GROUP PREMIUM FUND

REIT Series
DREYFUS VARIABLE INVESTMENT FUND

Appreciation Portfolio*

Small Cap Portfolio
GREENWICH STREET SERIES FUND

Equity Index Portfolio Class II Shares

JANUS ASPEN SERIES
Balanced Portfolio -- Service Shares
Global Life Sciences Portfolio -- Service Shares
Global Technology Portfolio -- Service Shares
Worldwide Growth Portfolio Service Shares
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.

Capital Fund

Investors Fund

Small Cap Growth Fund

TRAVELERS SERIES FUND INC.

Alliance Growth Portfolio

TRAVELERS SERIES FUND INC. (CONTINUED)

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

VARIABLE INSURANCE PRODUCTS FUND II (FIDELITY)

Contrafund(R) Portfolio -- Service Class 2

WARBURG PINCUS TRUST

Emerging Markets Portfolio

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

* Formerly Capital Appreciation Portfolio.

The Fixed Account is described in Appendix C. 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. READ AND RETAIN THEM FOR FUTURE REFERENCE.

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about the Travelers Fund
ABD for Variable Annuities or the Travelers Fund ABD II for Variable Annuities
("Separate Account") by requesting a copy of the Statement of Additional
Information ("SAI") dated May 1, 2000. 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
1-800-842-9368 or access the SEC's website (http://www.sec.gov). See Appendix D
for the SAI's table of contents.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

PROSPECTUS DATED MAY 1, 2000

<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms............... 2
Summary.............................. 3
Fee Table............................ 6
Condensed Financial Information...... 9
The Annuity Contract................. 9
Contract Owner Inquiries........... 9
Purchase Payments.................. 9
Accumulation Units................. 9
The Funding Options................ 10
Charges and Deductions............... 12
General............................ 12
Withdrawal Charge.................. 13
Free Withdrawal Allowance.......... 14
Administrative Charges............. 14
Mortality and Expense Risk
Charge.......................... 14
Funding Option Expenses............ 14
Premium Tax........................ 14
Changes in Taxes Based Upon Premium
or Value........................ 15
Transfers............................ 15
Dollar Cost Averaging.............. 15
Access to Your Money................. 16
Systematic Withdrawals............. 16
Loans.............................. 17
Ownership Provisions................. 17
Types of Ownership................. 17
Contract Owner.................. 17
Beneficiary..................... 17
Annuitant....................... 17
Death Benefit........................ 17
Death Proceeds Before the Maturity
Date............................ 18
Payment of Proceeds................ 18
Death Proceeds After the Maturity
Date............................ 20
The Annuity Period................... 20
Maturity Date...................... 20
Allocation of Annuity.............. 21
Variable Annuity................... 21
Fixed Annuity...................... 22
Payment Options...................... 22
Election of Options................ 22
Annuity Options.................... 22
Income Options..................... 23
Miscellaneous Contract Provisions.... 23
Right to Return.................... 23
Termination........................ 24
Required Reports................... 24
Suspension of Payments............. 24
Transfers of Contract Values to
Other Annuities................. 24
The Separate Accounts................ 24
Performance Information............ 25
Federal Tax Considerations........... 25
General Taxation of Annuities...... 26
Types of Contracts: Qualified or
Nonqualified.................... 26
Nonqualified Annuity Contracts..... 26
Qualified Annuity Contracts........ 27
Penalty Tax for Premature
Distributions................... 27
Diversification Requirements for
Variable Annuities.............. 27
Ownership of the Investments....... 27
Mandatory Distributions for
Qualified Plans................. 28
Taxation of Death Benefit
Proceeds........................ 28
Other Information.................... 28
The Insurance Companies............ 28
Financial Statements............... 28
IMSA............................... 28
Distribution of Variable Annuity
Contracts....................... 29
Conformity with State and Federal
Laws............................ 29
Voting Rights...................... 29
Legal Proceedings and Opinions..... 29
Appendix A: Condensed Financial
Information for The Travelers
Insurance Company.................. A-1
Appendix B: Condensed Financial
Information for The Travelers Life
and Annuity Company................ B-1
Appendix C: The Fixed Account........ C-1
Appendix D: Contents of the Statement
of Additional Information.......... D-1
</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.................... 9
Accumulation Period.................. 9
Annuitant............................ 17
Annuity Payments..................... 9
Annuity Unit......................... 9
Cash Surrender Value................. 16
Contingent Annuitant................. 17
Contract Date........................ 9
Contract Owner (You, Your)........... 17
Contract Value....................... 9
Contract Year........................ 9
Death Report Date.................... 17
Fixed Account........................ C-1
Funding Option(s).................... 10
Joint Owner.......................... 17
Maturity Date........................ 9
Purchase Payment..................... 9
Underlying Fund...................... 10
Written Request...................... 9
</TABLE>

2
<PAGE> 5

SUMMARY:

TRAVELERS PORTFOLIO ARCHITECT ANNUITY

THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND
CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE ENTIRE PROSPECTUS
CAREFULLY.

WHAT COMPANY WILL ISSUE MY CONTRACT? Your issuing company is either The
Travelers Insurance Company or The Travelers Life and Annuity Company, ("the
Company," "We" or "Us") depending on where you purchase your Contract. Each
company sponsors its own Separate Account, both of which are described later in
this prospectus. The Travelers Insurance Company sponsors the Travelers Fund ABD
for Variable Annuities ("Fund ABD"); The Travelers Life and Annuity Company
sponsors the Travelers Fund ABD II for Variable Annuities ("Fund ABD II"). When
we refer to the Separate Account, we are referring to either Fund ABD or Fund
ABD II, depending upon your issuing company.

Your issuing company is The Travelers Life and Annuity Company unless you
purchased your Contract in the locations listed below, which contracts are
issued by The Travelers Insurance Company.

<TABLE>
<S> <C>
Bahamas North Carolina
British Virgin Islands Oregon(1)
Guam Puerto Rico
Kansas Tennessee
Maine U.S. Virgin Islands
New Hampshire Washington(1)
New Jersey Wyoming
New York
</TABLE>

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

(1) The Travelers Insurance Company issues only single premium contracts with
variable and fixed accounts for these states. The Travelers Life and Annuity
Company issues only flexible premium contracts with variable accounts in
these states. Please refer to your Contract or ask your agent for more
information.

You may also refer to the cover page of your Contract for the name of your
issuing company. You may only purchase a Contract in states where the Contract
has been approved for sale. This Contract may not currently be available for
sale in all states.

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The
Contract offered by the Company is intended for retirement savings or other
long-term investment purposes. The Contract provides a death benefit as well as
guaranteed payout options. You direct your payment(s) to one or more of the
variable funding options 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 can also lose money in the variable funding
options.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the payout phase. During the accumulation phase
generally, 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 payout phase occurs when you begin receiving payments from your
Contract. The amount of money you accumulate in your Contract determines the
amount of income (annuity payments) you receive during the payout phase.

During the payout 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 a number of annuity options or income
options.

3
<PAGE> 6

Once you choose one of the annuity options or income options and begin to
receive payments, it cannot be changed. During the payout 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.

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.
Purchase of this Contract through a tax qualified retirement plan ("Plan") does
not provide any additional tax deferral benefits beyond those provided by the
Plan. Accordingly, if you are purchasing this Contract through a Plan, you
should consider purchasing this Contract for its Death Benefit, Annuity Option
Benefits, and other non-tax-related benefits.

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.

IS THERE A RIGHT TO RETURN PERIOD? 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 on the purchase payment 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.

WHAT TYPES OF INVESTMENT OPTIONS ARE AVAILABLE? You can direct your money into
the Fixed Account or any or all of the funding options shown on the cover page.
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.

The value of the Contract will vary depending upon the investment performance of
the funding options you choose. Past performance is not a guarantee of future
results. Standard and Nonstandard performance is shown in the Statement of
Additional Information that you may request free of charge.

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. At a
minimum, we would always allow one transfer every six months. We reserve the
right to restrict transfers that we determine will disadvantage other contract
owners. 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.

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? 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 subaccount administrative charge and
the mortality and expense risk ("M&E") charge are deducted from the amounts in
the variable funding options. The subaccount administrative charge is 0.15%
annually.

4
<PAGE> 7

The annual M&E charge is 1.25%. Each underlying Fund also charges for management
and other expenses.

A withdrawal charge will apply to withdrawals from the Contract, and is
calculated as a percentage of the purchase payments. The maximum percentage is
6%, decreasing to 0% in years eight and later.

HOW WILL MY CONTRIBUTIONS AND WITHDRAWALS BE TAXED? Generally, 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 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.

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the
accumulation phase. Withdrawal charges, income taxes, and/or a penalty tax may
apply to taxable amounts withdrawn.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The death benefit applies upon
the first death of the owner, joint owner, or annuitant. Assuming you are the
Annuitant, the death benefit is as follows: If you die before the Contract is in
the payout phase, the person you have chosen as your beneficiary will receive a
death benefit. 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 and
written payment instructions. Certain states may have varying age requirements.
Please refer to the Death Benefit section in the prospectus for more details.

ARE THERE ANY 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 income and penalty taxes will apply on amounts
withdrawn.

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

5
<PAGE> 8

FEE TABLE
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES

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

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE
PAYMENT MADE WITHDRAWAL CHARGE
<S> <C>
1 or less 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and over 0%
</TABLE>

<TABLE>
<S> <C>
ANNUAL CONTRACT ADMINISTRATIVE CHARGE $30
(Waived if contract value is $40,000 or more)
</TABLE>

ANNUAL SEPARATE ACCOUNT CHARGES:
(as a percentage of the average daily net assets of the
Separate Account)
Mortality & Expense Risk Charge......................... 1.25%
Administrative Expense Charge........................... 0.15%
----
Total Separate Account Charges 1.40%
FUNDING OPTION EXPENSES:
</TABLE>

(as a percentage of average daily net assets of the Funding Option as
of December 31, 1999, unless otherwise noted)

<TABLE>
<CAPTION>
TOTAL ANNUAL
OPERATING
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Appreciation Fund................ 0.75% 0.08% 0.83%
Money Market Portfolio................... 0.32% 0.08% 0.40%(1)
ALLIANCE VARIABLE PRODUCT SERIES FUND,
INC.
Premier Growth Portfolio -- Class
B.................................. 1.00% 0.25% 0.04% 1.29%
DELAWARE GROUP PREMIUM FUND
REIT Series.......................... 0.64% 0.21% 0.85%(2)
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio(3)............ 0.75% 0.03% 0.78%
Small Cap Portfolio.................. 0.75% 0.03% 0.78%
GREENWICH STREET SERIES FUND
Equity Index Portfolio -- Class II
Shares............................. 0.21% 0.25% 0.05% 0.51%(4)
JANUS ASPEN SERIES
Balanced Portfolio -- Service
Shares............................. 0.65% 0.25% 0.02% 0.92%(5)
Global Life Sciences
Portfolio -- Service Shares........ 0.65% 0.25% 0.19% 1.09%(5)
Global Technology
Portfolio -- Service Shares........ 0.65% 0.25% 0.13% 1.03%(5)
Worldwide Growth Portfolio -- Service
Shares............................. 0.65% 0.25% 0.05% 0.95%(5)
SALOMON BROTHERS VARIABLE SERIES FUND
INC.
Capital Fund......................... 0.00% 1.00% 1.00%(6)
Investors Fund....................... 0.53% 0.45% 0.98%(6)
Small Cap Growth Fund................ 0.75% 0.75% 1.50%(6)
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio............ 0.80% 0.02% 0.82%(7)
MFS Total Return Portfolio........... 0.80% 0.04% 0.84%(7)
Putnam Diversified Income
Portfolio.......................... 0.75% 0.08% 0.83%(7)
</TABLE>

6
<PAGE> 9

<TABLE>
<CAPTION>
TOTAL ANNUAL
OPERATING
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio........... 0.60% 0.20% 0.80%(8)
Disciplined Mid Cap Stock
Portfolio.......................... 0.70% 0.25% 0.95%(9)
Disciplined Small Cap Stock
Portfolio.......................... 0.80% 0.20% 1.00%(8)
Equity Income Portfolio.............. 0.75% 0.13% 0.88%
Federated High Yield Portfolio....... 0.65% 0.19% 0.84%
Federated Stock Portfolio............ 0.63% 0.19% 0.82%
Large Cap Portfolio.................. 0.75% 0.12% 0.87%
Lazard International Stock
Portfolio.......................... 0.83% 0.23% 1.06%
MFS Emerging Growth Portfolio........ 0.75% 0.12% 0.87%
MFS Mid Cap Growth Portfolio......... 0.80% 0.20% 1.00%(8)
MFS Research Portfolio............... 0.80% 0.19% 0.99%
Strategic Stock Portfolio............ 0.60% 0.30% 0.90%(8)
Travelers Quality Bond Portfolio..... 0.32% 0.22% 0.54%
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class 2............................ 0.58% 0.25% 0.07% 0.90%(10)
WARBURG PINCUS TRUST
Emerging Markets Portfolio........... 0.00% 1.40% 1.40%(11)
</TABLE>

NOTES:

The purpose of this 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 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 0.50% for the MONEY MARKET PORTFOLIO.

(2) The investment adviser for the REIT SERIES is Delaware Management Company
("DMC"). Effective May 1, 2000 through October 31, 2000, DMC has voluntarily
agreed to waive its management fee and reimburse the Series for expenses to
the extent that total expenses will not exceed 0.85%. Without such an
arrangement, Total Annual Operating Expenses for the fund would have been
0.96%.

(3) Formerly Capital Appreciation Portfolio.

(4) The Portfolio Management Fee for EQUITY INDEX PORTFOLIO-CLASS II includes
0.06% for fund administration and a distribution plan or "Rule 12b-1 plan".
Fees for Class II reflect the period from 3/22/99 (inception date) to
12/31/99. On March 22, 1999, the fund adopted its current fee structure.

(5) Expenses are based on the estimated expenses that the new Service Shares
Class of each Portfolio expects to incur in its initial fiscal year. All
expenses are shown without the effect of offset arrangements.

(6) The Adviser has waived all or a portion of its Management Fees for the year
ended December 31, 1999. If such fees were not waived or expenses
reimbursed, the Management Fee, Other Expenses, and Total Annual Operating
Expenses would have been as follows: 0.70%, 0.45% and 1.15% respectively for
the INVESTORS FUND; 0.85%, 1.14%, and 1.99% respectively for the CAPITAL
FUND; and 0.75%, 15.61%, and 16.36% respectively for the SMALL CAP GROWTH
FUND. Expenses for the Small Cap Growth Fund are annualized.

(7) Expenses are as of October 31, 1999 (the Fund's fiscal year end). There were
no fees waived or expenses reimbursed for these funds in 1999.

(8) Travelers Insurance has agreed to reimburse the CONVERTIBLE BOND PORTFOLIO,
the STRATEGIC STOCK PORTFOLIO, the DISCIPLINED SMALL CAP STOCK PORTFOLIO,
and the MFS MID CAP GROWTH PORTFOLIO for expenses for the period ended
December 31, 1999 which exceeded 0.80% 0.90%, 1.00% and 1.00% respectively.
Without such voluntary arrangements, the actual annualized Total Annual
Operating Expenses would have been 1.23%, 0.99%, 1.49%, and 1.07%
respectively.

(9) Other Expenses reflect the current expense reimbursement arrangement with
Travelers Insurance Company. Travelers has agreed to reimburse the Portfolio
for the amount by which its aggregate expenses (including management fees,
but excluding brokerage commissions, interest charges and taxes) exceeds
0.95%. Without such arrangements, the Total Annual Operating Expenses for
the Portfolio would have been 0.99% for the DISCIPLINED MID CAP STOCK
PORTFOLIO.

(10) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds
custodian, credits realized as a result of uninvested cash balances were
used to reduce a portion of each applicable fund's expenses. Without these
reductions, the Total Annual Operating Expenses presented in the table
would have been 0.95% for CONTRAFUND PORTFOLIO -- SERVICE CLASS 2. Service
Class 2 expenses are based on estimated expenses for the first year.

7
<PAGE> 10

(11) Fee waivers, expense reimbursements, or expense credits reduced expenses
for the WARBURG PINCUS EMERGING MARKETS PORTFOLIO during 1999, but this may
be discontinued at any time. Without such arrangements, the Portfolio's
Management Fees, Other Expenses and Total Annual Operating Expenses would
equal 1.25%, 1.88% and 3.13%, respectively. The Portfolio's other expenses
are based on annualized estimates of expenses for the fiscal year ending
December 31, 1999, net of any fee waivers or expense reimbursements.

EXAMPLE*:

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN**:
------------------------------------- -------------------------------------
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.......... 83 120 160 258 23 70 120 258
Money Market Portfolio............. 78 107 138 214 18 57 98 214
ALLIANCE VARIABLE PRODUCT SERIES
FUND, INC.
Premier Growth Portfolio --
Class B...................... 87 134 183 304 27 84 143 304
DELAWARE GROUP PREMIUM FUND
REIT Series.................... 83 121 161 260 23 71 121 260
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio......... 82 119 158 253 22 69 118 253
Small Cap Portfolio............ 82 119 158 253 22 69 118 253
GREENWICH STREET SERIES FUND
Equity Index Portfolio -- Class
II Shares.................... 80 110 144 225 20 60 104 225
JANUS ASPEN SERIES
Balanced Portfolio -- Service
Shares....................... 84 123 165 267 24 73 125 267
Global Life Sciences
Portfolio -- Service
Shares....................... 85 128 173 284 25 78 133 284
Global Technology Portfolio --
Service Shares............... 85 126 170 278 25 76 130 278
Worldwide Growth Portfolio --
Service Shares............... 84 124 166 270 24 74 126 270
SALOMON BROTHERS VARIABLE SERIES
FUND INC.
Capital Fund................... 84 125 169 275 24 75 129 275
Investors Fund................. 84 125 168 273 24 75 128 273
Small Cap Growth Fund.......... 89 140 194 324 29 90 154 324
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio...... 83 120 160 257 23 70 120 257
MFS Total Return Portfolio..... 83 120 161 259 23 70 121 259
Putnam Diversified Income
Portfolio.................... 83 120 160 258 23 70 120 258
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........ 83 122 163 263 23 72 123 263
Federated High Yield
Portfolio.................... 83 120 161 259 23 70 121 259
Federated Stock Portfolio...... 83 120 160 257 23 70 120 257
Large Cap Portfolio............ 83 121 162 262 23 71 122 262
Lazard International Stock
Portfolio.................... 85 127 172 281 25 77 132 281
MFS Emerging Growth Portfolio.. 83 121 162 262 23 71 122 262
MFS Mid Cap Growth Portfolio... 84 125 169 275 24 75 129 275
MFS Research Portfolio......... 84 125 168 274 24 75 128 274
Strategic Stock Portfolio...... 83 122 164 265 23 72 124 265
Travelers Quality Bond
Portfolio.................... 80 111 145 228 20 61 105 228
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio --
Service Class 2.............. 83 122 164 265 23 72 124 265
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. THE EXAMPLE
REFLECTS THE $30 ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL CHARGE OF
0.015% OF ASSETS.

8
<PAGE> 11

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

See Appendices A and B.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Portfolio Architect Annuity is a contract between the contract owner
("you"), and the Company. 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 become effective is referred to as the contract date.
Each 12-month period following the contract date is called a contract year.

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

CONTRACT OWNER INQUIRIES

Any questions you have about your Contract should be directed to the Company's
Home Office at 1-800-842-9368.

PURCHASE PAYMENTS

The initial purchase payment must be at least $5,000. You may make additional
payments of at least $500 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. The initial purchase payment is due and payable
before the Contract becomes effective.

We will apply the initial purchase payment within two business days after we
receive it in good order at our Home Office. Subsequent purchase payments will
be credited to a Contract on the same business day, if received in good order by
our Home Office by 4:00 p.m. Eastern time. A business day is any day that the
New York Stock Exchange is open. Our business day ends at 4:00 p.m. Eastern time
unless we need to close earlier due to an emergency.

ACCUMULATION UNITS

The period between the contract effective date and the maturity date is the
accumulation period. During the accumulation period, 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 their values
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 its
accumulation unit. We calculate the value of an accumulation unit for each
funding option each day the New York Stock Exchange is open. The values are
calculated as of 4:00 p.m. Eastern time. After the value is calculated, we
credit your Contract. During the annuity period (i.e., after the maturity date),
you are credited with annuity units.

9
<PAGE> 12

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account, which invest in the underlying mutual funds ("underlying funds"). 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. You are not investing directly in the underlying fund. Since each
option has varying degrees of risk, please read the prospectuses carefully
before investing. Contact your registered representative or call 1-800-842-9368
to request additional copies of the prospectuses.

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 state and SEC approval, if necessary. From time to time we
may make new funding options available.

The current variable 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 common Travelers Asset Management
stocks. Income is not an objective. The Fund International Company LLC
invests principally in common stocks of small to ("TAMIC")
large companies which are expected to experience Subadviser: Janus
wide fluctuations in price both in rising and Capital Corp.
declining markets.
Money Market Portfolio Seeks high current income from short-term money TAMIC
market instruments while preserving capital and
maintaining a high degree of liquidity.
ALLIANCE VARIABLE PRODUCT
SERIES FUND, INC.
Premier Growth Portfolio Seeks long-term growth of capital by investing Alliance Capital Management
Class B primarily in equity securities of a limited
number of large, carefully selected, high quality
U.S. companies that are judged likely to achieve
superior earning momentum.
DELAWARE GROUP PREMIUM FUND
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.
DREYFUS VARIABLE INVESTMENT
FUND
Appreciation Portfolio Seeks primarily to provide long-term capital The Dreyfus Corporation
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 insurers.
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
GREENWICH STREET SERIES FUND
Equity Index Portfolio Seeks to replicate, before deduction of expenses, Travelers Investment Management
Class II Shares the total return performance of the S&P 500 Co. ("TIMCO")
Index.
JANUS ASPEN SERIES
Balanced Seeks long-term capital growth, consistent with Janus Capital
Portfolio -- Service Shares preservation of capital and balanced by current
income.
Global Life Sciences Seeks long-term capital growth by investing Janus Capital
Portfolio -- Service Shares primarily in equity securities of U.S. and
foreign companies, normally investing at least
65% of its total assets in companies with a life
science orientation.
Global Technology Seeks long-term capital growth by investing Janus Capital
Portfolio -- Service Shares primarily in equity securities of U.S. and
foreign companies, normally investing at least
65% of its total assets in companies likely to
benefit significantly from advances in
technology.
</TABLE>

10
<PAGE> 13

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
JANUS ASPEN SERIES (CONT.)
Worldwide Growth Seeks growth of capital in a manner consistent Janus Capital
Portfolio -- Service Shares with preservation of capital by investing
primarily in common stocks of companies of any
size throughout the world.
SALOMON BROTHERS VARIABLE
SERIES FUND, INC.
Capital Fund Seeks capital appreciation, primarily through Salomon Brothers Asset
investments in common stocks which are believed Management ("SBAM")
to have above-average price appreciation
potential and which may involve above average
risk.
Investors Fund Seeks long-term growth of capital, and, SBAM
secondarily, current income, through investments
in common stocks of well-known companies.
Small Cap Growth Fund Seeks long-term growth of capital by investing SBAM
primarily in equity securities of companies with
market capitalizations similar to that of
companies included in the Russell 2000 Index.
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio Seeks long-term growth of capital. Current income Travelers Investment Adviser
is only an incidental consideration. The ("TIA")
Portfolio invests predominantly in equity Subadviser: Alliance Capital
securities of companies with a favorable outlook Management L.P.
for earnings and whose rate of growth is expected
to exceed that of the U.S. economy over time
MFS Total Return Portfolio (a balanced portfolio) Seeks to obtain TIA
above-average income (compared to a portfolio Subadviser: Massachusetts
entirely invested in equity securities) Financial Services Company
consistent with the prudent employment of ("MFS")
capital. Generally, at least 40% of the
Portfolio's assets are invested in equity
securities
Putnam Diversified Income Seeks high current income consistent with TIA
Portfolio preservation of capital. The Portfolio will Subadviser: Putnam Investment
allocate its investments among the U.S. Management, Inc.
Government Sector, the High Yield Sector, and the
International Sector of the fixed income
securities markets.
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio Seeks current income and capital appreciation by TAMIC
investing in convertible bond securities and in
combinations of nonconvertible fixed-income
securities and warrants or call options that
together resemble convertible securities.
Disciplined Mid Cap Stock Seeks growth of capital by investing primarily in TAMIC
Portfolio a broadly diversified portfolio of U.S. common Subadviser: TIMCO
stocks.
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 Co ("FMR")
and foreign securities, including bonds. The
Portfolio seeks to achieve a yield that exceeds
that of the securities comprising the S&P 500 The
Subadviser also considers the potential for
capital appreciation.
Federated High Yield Seeks high current income by investing primarily TAMIC
Portfolio in a professionally managed, diversified Subadviser: Federated
portfolio of fixed income securities. Investment Counseling, Inc.
Federated Stock Portfolio Seeks growth of income and capital by investing TAMIC
principally in a professionally managed and Subadviser: Federated
diversified portfolio of common stock of Investment Counseling, Inc.
high-quality companies (i.e., leaders in their
industries and characterized by sound management
and the ability to finance expected growth).
</TABLE>

11
<PAGE> 14

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRAVELERS SERIES FUND INC.
(CONTINUED)
Large Cap Portfolio Seeks long-term growth of capital by investing TAMIC
primarily in equity securities of companies with Subadviser: FMR
large market capitalizations.
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 to provide long-term growth of capital. TAMIC
Portfolio Dividend and interest income from portfolio Subadviser: MFS
securities, if any, is incidental to the MFS
Portfolio's investment objective.
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)
a subset of the S&P Industrial Index.
Travelers Quality Bond Seeks current income, moderate capital volatility TAMIC
and total return.
VARIABLE INSURANCE PRODUCTS
FUND II
Fidelity's Contrafund(R) Seeks long-term capital appreciation by investing FMR
Portfolio -- Service Class primarily in common stocks of companies whose
2 value the adviser believes is not fully
recognized by the public.
WARBURG PINCUS TRUST
Emerging Markets Portfolio Seeks long-term growth of capital by investing Credit Suisse Asset Management,
primarily in equity securities of non-U.S. LLC
issuers consisting of companies in emerging
securities markets.
</TABLE>

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
GENERAL

We deduct the charges described below. The charges are for the service and
benefits we provide, costs and expenses we incur, and risks we assume under the
Contracts. Services and benefits we provide include:

- the ability for you to make withdrawals and surrenders under the
Contracts;

- the death benefit paid on the death of the contract owner, annuitant, or
first of the joint owners,

- the available funding options and related programs (including dollar-cost
averaging, portfolio rebalancing, and systematic withdrawal programs);

- administration of the annuity options available under the Contracts; and

- the distribution of various reports to contract owners.

12
<PAGE> 15

Costs and expenses we incur include:

- losses associated with various overhead and other expenses associated
with providing the services and benefits provided by the Contracts,

- sales and marketing expenses including commission payments to your sales
agent, and

- other costs of doing business.

Risks we assume include:

- that annuitants may live longer than estimated when the annuity factors
under the Contracts were established;

- that the amount of the death benefit will be greater than the contract
value, and

- that the costs of providing the services and benefits under the Contracts
will exceed the charges deducted.

We may also deduct a charge for taxes.

Unless otherwise specified, charges are deducted proportionately from all
funding options in which you are invested.

We may reduce or eliminate the withdrawal charge, the administrative charges
and/or the mortality and expense risk charge under the Contract when certain
sales or administration of the Contract result in savings or reduced expenses
and/or risks. For certain trusts, we may change the order in which purchase
payments and earnings are withdrawn in order to determine the withdrawal charge.
We will not reduce or eliminate the withdrawal charge or the administrative
charge where such reduction or elimination would be unfairly discriminatory to
any person.

WITHDRAWAL CHARGE

We do not deduct a sales charge from purchase payments when they are made to the
Contract. However, a withdrawal charge will apply if purchase payments are
withdrawn before they have been in the Contract for eight years. We will assess
the charge as a percentage of the purchase payment withdrawn as follows:

<TABLE>
YEARS SINCE PURCHASE WITHDRAWAL
PAYMENT MADE CHARGE
<S> <C>
1 or less 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8+ 0%
</TABLE>

For purposes of the withdrawal charge calculation, withdrawals are deemed to be
taken first from:

(a) any free withdrawal allowance (as described below), then

(b) from any purchase payment to which a withdrawal charge applies (on a
first-in, first-out basis), then

Unless you instruct us otherwise, we will deduct the withdrawal charge from the
amount requested.

We will not deduct a withdrawal charge:

- due to the death of the contract owner or the annuitant (with no
contingent annuitant surviving);

13
<PAGE> 16

- if an annuity payout has begun; or

- if an income option of at least five year's duration is begun after the
first contract year.

FREE WITHDRAWAL ALLOWANCE

Beginning in the second contract year, you may withdraw up to 10% of the
contract value annually. We calculate the available withdrawal amount as of the
end of the previous Contract year. The free withdrawal provision applies to all
partial withdrawals. We reserve the right to not permit the provision on a full
surrender. In Washington state, the free withdrawal provision applies to all
withdrawals.

ADMINISTRATIVE CHARGES

We will deduct an annual contract administrative charge on the fourth Friday of
each August from Contracts with a value of less than $40,000 on that date. This
charge compensates us for expenses incurred in establishing and maintaining the
Contract. The $30 charge is deducted from the contract value by canceling
accumulation units applicable to each variable 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) from the distribution of death proceeds;

(2) after an annuity payout has begun, or

(3) if the contract value on the date of assessment equals or is 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 ("M&E")
charge from amounts held in the variable funding options. The deduction is
reflected in our calculation of accumulation and annuity unit values. The
charges stated are the maximum for this product. We reserve the right to lower
this charge at any time. This charge equals, on an annual basis, 1.25% of the
amounts held in each variable funding option. This charge compensates the
Company for various risks assumed, benefits provided and expenses incurred,
including the payment of commissions to your sales agent.

FUNDING OPTION EXPENSES

The charges and expenses of the 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. We
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 we have a tax liability under state law.

14
<PAGE> 17

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.

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

Up to 30 days before the maturity date, you may transfer all or part of the
contract value between funding options. Transfers are made at the value(s) next
determined after we receive your request at the Home Office. 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. We also reserve
the right to restrict transfers by any market timing firm or any other third
party authorized to initiate transfers on behalf of multiple contract owners. We
may, among other things, not accept: 1) the transfer instructions of any agent
acting under a power of attorney on behalf of more than one owner, or 2) the
transfer or exchange instructions of individual owners who have executed
pre-authorized transfer forms which are submitted by market timing firms or
other third parties on behalf of more than one owner. We further reserve the
right to limit transfers that we determine will disadvantage other contract
owners.

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 the pre-authorized transfer program (the "DCA Program")
allows you to transfer a set dollar amount to other funding options on a monthly
or quarterly basis during the accumulation phase of the Contract. Using this
method, more accumulation units are purchased in a funding option if the value
per unit is low and fewer accumulation units are purchased if the value per unit
is high. Therefore, a lower-than-average cost per unit may be achieved over the
long run.

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

You may establish pre-authorized transfers of contract values from the Fixed
Account, subject to certain restrictions. Under the DCA Program, automated
transfers from the Fixed Account may not deplete your Fixed Account Value in
less than twelve months from your enrollment in the DCA Program.

In addition to the DCA Program, Travelers may credit increased interest rates to
contract owners under an administrative Special DCA Program established at the
discretion of Travelers, depending on availability and state law. Under this
program, the contract owner may pre-authorize level transfers to any of the
funding options under either a 6 Month Program or 12 Month Program. The 6 Month
Program and the 12 Month Program will generally have different credited interest
rates. Under the 6 Month Program, the interest rate can accrue up to 6 months on
funds in the Special DCA Program and all purchase payments and accrued interest
must be transferred on a level basis to the selected funding option in 6 months.
Under the 12 Month Program, the interest rate can accrue up to 12 months on
funds in the Special DCA Program and all purchase payments and accrued interest
in this Program must be transferred on a level basis to the selected funding
options in 12 months.

15
<PAGE> 18

The pre-authorized transfers will begin after the initial Program purchase
payment and complete enrollment instructions are received by Travelers. If
complete Program enrollment instructions are not received by the Company within
15 days of receipt of the initial Program purchase payment, the entire balance
in the Program will be credited with the non-Program interest rate then in
effect for the Fixed Account.

You may start or stop participation in the DCA 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. If you stop the Special DCA Program
and elect to remain in the Fixed Account, your contract value will be credited
for the remainder of 6 or 12 months with the interest rate for non-Program
funds.

A contract owner may only have one DCA Program or Special DCA Program in place
at one time. Any subsequent purchase payments received by the Company within the
Program period selected will be allocated to the current funding options over
the remainder of that Program transfer period, unless otherwise directed by the
contract owner.

All provisions and terms of the Contract apply to the DCA and Special DCA
Programs, including provisions relating to the transfer of money between
investment options. We reserve the right to suspend or modify transfer
privileges at any time and to assess a processing fee for this service.

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

Any time before the maturity date, you may redeem all or any portion of the cash
surrender value, that is, the contract value less any withdrawal charge and any
premium tax not previously deducted. Unless you submit a written request
specifying the fixed or variable funding option(s) from which amounts are to be
withdrawn, 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. Withdrawals during the annuity period are
not allowed.

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 withdrawals 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

After the first 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 premium taxes and withdrawal charge
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 investment
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.

16
<PAGE> 19

LOANS

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

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 (e.g. 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.

BENEFICIARY

You name the beneficiary in a written request. The beneficiary has the right to
receive any death benefit proceeds under the contract upon the death of the
annuitant or a contract owner. If more than one beneficiary survives the
annuitant or contract owner, 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. In the case of a non-spousal
beneficiary, or a spousal beneficiary who has chosen not to assume the contract,
the death benefit proceeds will be held in a fixed account until the beneficiary
elects a Settlement Option or takes a distribution.

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.

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

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

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

17
<PAGE> 20

DEATH PROCEEDS BEFORE THE MATURITY DATE

DEATH OF ANY OWNER OR THE ANNUITANT BEFORE AGE 80. The Company will pay to the
beneficiary a death benefit in an amount equal to the greatest of (1), (2) or
(3) below, each reduced by any applicable premium tax or outstanding loans:

(1) the contract value;

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

(3) the step-up value (if any, as described below).

STEP-UP VALUE. The step-up value will initially equal the first purchase
payment. When an additional purchase payment is made, the step-up value will be
increased by the amount of that purchase payment. When a partial surrender is
taken, the step-up value will be reduced by a partial surrender reduction as
described below. On each Contract anniversary before the annuitant's 80th
birthday and before the annuitant's death, if the contract value is greater than
the step-up value, the step-up value will be reset to equal that greater amount.
The step-up value will not be reduced on these anniversary recalculations
(provided no surrenders are made on that day). The only changes made to the
step-up value on or after the annuitant's 80th birthday will be those related to
additional purchase payments or partial surrenders.

PARTIAL SURRENDER REDUCTION. If you make a partial surrender, the step-up value
is reduced by a partial surrender reduction which equals (1) the step-up value,
multiplied by (2) the amount of the partial surrender, divided by (3) the
contract value before the surrender.

For example, assume your current contract value is $55,000. If your original
step-up value is $50,000, and you decide to make a partial withdrawal of
$10,000, the step-up value would be reduced as follows:

50,000 x (10,000/55,000) = 9,090

Your new step-up value would be 50,000-9,090, or $40,910.

The following example shows what would happen in a declining market. Assume your
current contract value is $30,000. If your original step-up value is $50,000,
and you decide to make a partial withdrawal of $10,000, the step-up value would
be reduced as follows:

50,000 x (10,000/30,000) = 16,666

Your new step-up value would be 50,000-16,666, or $33,334.

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 80. The Company will pay to
the beneficiary a death benefit in an amount equal to the greatest of (1) or (2)
below, each reduced by any applicable premium tax or outstanding loans:

(1) the contract value; or

(2) the total purchase payments made under the Contract less all partial
withdrawals.

We must be notified no later than six months from the date of death in order for
Us to make payment of proceeds as described above. If we receive notification
more than six months after the date of death, the death benefit payable will be
the contract value on the death report date, less any applicable premium tax and
outstanding loans.

PAYMENT OF PROCEEDS

The process of paying death benefit proceeds before the maturity date under
various situations for nonqualified contracts and qualified contracts is
summarized in the charts below. The charts do not encompass every situation and
are merely intended as a general guide. More detailed information is provided in
your Contract. Generally, the person(s) receiving the benefit may request that
the

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<PAGE> 21

proceeds be paid in a lump sum, or be applied to one of the settlement options
available under the Contract.

NONQUALIFIED CONTRACTS

<TABLE>
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------
BEFORE THE MATURITY DATE, UPON THE COMPANY WILL PAY THE UNLESS... MANDATORY PAYOUT
THE DEATH OF THE PROCEEDS TO: RULES APPLY*
- --------------------------------------------------------------------------------------------------------------
Owner (who is not the The beneficiary (ies), Unless, the beneficiary is Yes
annuitant) (with no joint or if none, to the the contract owner's spouse
owner) contract owner's estate. and the spouse elects to
continue the contract as the
new owner rather than receive
the distribution.
- --------------------------------------------------------------------------------------------------------------
Owner (who is the annuitant) The beneficiary (ies), Unless, the beneficiary is Yes
(with no joint owner) or if none, to the the contract owner's spouse
contract owner's estate. and the spouse elects to
continue the contract as the
new owner rather than receive
the distribution.
- --------------------------------------------------------------------------------------------------------------
Joint Owner (who is not the The surviving joint Unless the surviving joint Yes
annuitant) owner. owner is the spouse and
elects to assume and continue
the contract.
- --------------------------------------------------------------------------------------------------------------
Joint Owner (who is the The beneficiary (ies), Unless the beneficiary is the Yes
annuitant) or if none, to the contract owner's spouse and
contract owner's estate. the spouse elects to assume
and continue the contract.
Or, unless there is a
contingent annuitant the
contingent annuitant becomes
the annuitant and the
proceeds will be paid to the
surviving joint owner. If the
surviving joint owner is the
spouse, the spouse may elect
to assume and continue the
contract.
- --------------------------------------------------------------------------------------------------------------
Annuitant (who is not the The beneficiary (ies). Unless, there is a contingent No
contract owner) annuitant. Then, the
contingent annuitant becomes
the annuitant and the
Contract continues in effect
(generally using the original
maturity date). The proceeds
will then be paid upon the
death of the contingent
annuitant or owner.
- --------------------------------------------------------------------------------------------------------------
Annuitant (who is the contract See death of "owner who N/A
owner) is the annuitant" above.
- --------------------------------------------------------------------------------------------------------------
</TABLE>

19
<PAGE> 22

* Certain payout rules of the Internal Revenue Code (IRC) are triggered upon the
death of any Owner. Non-spousal Beneficiaries (as well as spousal
beneficiaries who choose not to assume the contract) must begin taking
distributions based on the Beneficiary's life expectancy within one year of
death or take a complete distribution of contract proceeds within 5 years of
death.

QUALIFIED CONTRACTS

DEATH PROCEEDS AFTER THE MATURITY DATE

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

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

MATURITY DATE

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<PAGE> 23

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,
or unless you elect another 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. Not
all options may be available in all states.

You may choose to annuitize at any time after you purchase the contract. Unless
you elect otherwise, the maturity date will be the annuitant's 70th birthday for
qualified contracts and the annuitant's 75th birthday for nonqualified contracts
or ten years after the effective date of the contract, if later. (For Contracts
issued in Florida and New York, the maturity date elected may not be later than
the annuitant's 90th birthday.)

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
for nonqualified contracts or, for qualified contracts, to a later date with the
Company's consent. Certain annuity options taken at the maturity date may be
used to meet the minimum required distribution requirements of federal tax law,
or a program of partial surrenders may be used instead. These mandatory
distribution requirements take effect generally upon the death of the contract
owner, or with qualified contracts upon either the later of the contract owner's
attainment of age 70 1/2 or year of retirement; or the death of the contract
owner. You should seek independent tax advice 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. 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 as you have
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

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

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

The amount of the first monthly payment depends on the annuity option elected
and the annuitant's adjusted age. 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 Contract tables by
the number of thousands of dollars of contract value applied to that annuity
option and factors in an assumed daily net investment factor. The Assumed Daily
Net Investment factor corresponds to an annual interest rate of 3%, used to
determine the guaranteed payout rates shown. If investment rates are higher at
the time annuitization is selected, payout rates will be higher than those
shown. The Company reserves the right to require

21
<PAGE> 24

satisfactory proof of age of any person on whose life annuity payments are based
before making the first payment under any of the payment options.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of
all subsequent annuity payments changes from month to month based on the
investment experience of the applicable funding options. 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," except that the amount
applied to begin the annuity will be the cash surrender value, determined as of
the date annuity payments begin. Payout rates will not be lower than those shown
in the Contract. 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. 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 or income payments based on the life of the annuitant,
in accordance with Annuity Option 2 (Life Annuity with 120 monthly payments
assured). For certain qualified contracts, Annuity Option 4 (Joint and Last
Survivor Joint Life Annuity -- Annuity Reduced on Death of Primary Payee) will
be the automatic option as described in the Contract.

The minimum amount that can be placed under an annuity or income option will be
$2,000 unless we agree to a lesser amount. If any monthly periodic payment due
is less than $100, the Company reserves the right to make payments at less
frequent intervals, or to pay the contract value in a lump-sum.

On the maturity date, we will pay the amount due under the Contract in
accordance with the payment option that you select. You may choose to receive a
single lump-sum payment. 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 (less any applicable premium taxes) 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. We
may offer additional options.

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.

22
<PAGE> 25

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 Contract's
cash surrender value (or, if 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:

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 funding option and/or Fixed Account. 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
period selected. The amount of each payment will be equal to the remaining cash
surrender value applied under this option divided by the number of remaining
payments.

Option 3 -- Other Income Options. The Company will make any other arrangements
for Income Options 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 on the purchase payment 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.

23
<PAGE> 26

The contract value will be determined following the close of the business day on
which we receive the Contract and 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 less any applicable premium tax, and any
applicable administrative charge.

REQUIRED REPORTS

As often as required by law, but at least once in each contract year before the
due date of the first annuity payment, we will furnish a report showing the
number of accumulation units credited to the Contract and the corresponding
accumulation unit value(s) as of the report date 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 and 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.

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

Where state law permits, we may allow 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 ACCOUNTS
- --------------------------------------------------------------------------------

The Travelers Insurance Company and the Travelers Life and Annuity Company each
sponsor separate accounts: The Travelers Fund ABD for Variable Annuities ("Fund
ABD") and the Travelers Fund ABD II for Variable Annuities ("Fund ABD II"),
respectively. Both Fund ABD and Fund ABD II were established on October 17, 1995
and are registered with the SEC as unit investment trusts (separate account)
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Separate Account assets attributable to the Contracts will be invested
exclusively in the shares of the variable funding options.

The assets of Fund ABD and Fund ABD II are held for the exclusive and separate
benefit of the owners of each separate account, according to the laws of
Connecticut. Income, gains and losses, whether or not realized, from assets
allocated to the Separate Account are, in accordance with the Contracts,
credited to or charged against the Separate Account without regard to other
income, gains and losses of the Company. The assets held by the Separate Account
are not chargeable with

24
<PAGE> 27

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 the Separate Account. 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.

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, and the "nonstandardized total return," 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 is converted to a percentage of assets based on the actual
fee collected divided by the average net assets for Contracts sold. Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be calculated in a
similar manner based on the performance of the funding options over a period of
time, usually for the calendar year-to-date, and for the past one-, three-,
five- and ten-year periods. Nonstandardized total returns will not reflect the
deduction of the 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 before they became available under
the Separate Account, the nonstandardized average annual total return quotations
will reflect 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, 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
- --------------------------------------------------------------------------------

25
<PAGE> 28

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.

TAX-FREE EXCHANGES: The Internal Revenue Code provides that, generally, no gain
or loss is recognized when an annuity contract is received in exchange for a
life, endowment, or annuity contract. Since different annuity contracts have
different expenses, fees and benefits, a tax-free exchange could result in your
investment becoming subject to higher or lower fees and/or expenses.

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. An exception to
this is a qualified plan called a Roth IRA. Under Roth IRAs, after-tax
contributions accumulate until maturity, when amounts (including earnings) may
be withdrawn tax-free. 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

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

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

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

26
<PAGE> 29

to distribution. The distribution required depends, among other things, upon
whether an annuity option is elected or whether the new contract owner is the
surviving spouse. We will administer Contracts in accordance with these rules
and we will notify you when you should begin receiving payments.

QUALIFIED ANNUITY CONTRACTS

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

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

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

27
<PAGE> 30

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.

TAXATION OF DEATH BENEFIT PROCEEDS

Amounts may be distributed from a Contract because of the death of an owner or
annuitant. Generally, such amounts are includible in the income of the recipient
as follows: (i) if distributed in a lump sum, they are taxed in the same manner
as a full surrender of the contract; or (ii) if distributed under a payment
option, they are taxed in the same way as annuity payments.

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

THE INSURANCE COMPANIES

Please refer to the first page of the Summary of this prospectus to determine
which company issued your Contract.

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 Citigroup Inc. The Company's Home Office is located at One Tower
Square, Hartford, Connecticut 06183.

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

FINANCIAL STATEMENTS

The financial statements for each insurance company and for each separate
account are located in their respective Statements of Additional Information.

IMSA

The Companies are members of the Insurance Marketplace Standards Association
("IMSA"), and as such may use the IMSA logo and IMSA membership in
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.

28
<PAGE> 31

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. Any sales
representative or employee who sells the Contracts will be 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 of the Contracts is CFBDS,
Inc., 21 Milk St., Boston, MA. CFBDS, Inc. is not affiliated with the Company or
the Separate Account. However, it is currently anticipated that Travelers
Distribution LLC, an affiliated broker-dealer, may become the principal
underwriter for the Contracts during the year 2000.

Up-front compensation paid to sales representatives will not exceed 7% of the
purchase payments made under the Contracts. If asset based compensation is paid,
it will not exceed 2% of the average account value annually. 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

The Contract is governed by the laws of the state in which it is delivered.
Where a state has not approved a contract feature or funding option, it will not
be available in that state. 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.

LEGAL PROCEEDINGS AND OPINIONS

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 Companies, their 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.

THE TRAVELERS INSURANCE COMPANY

There are no pending legal proceedings affecting the Separate Account. There is
one material pending legal proceeding, other than ordinary routine litigation
incidental to business, to which the Company is a party.

29
<PAGE> 32

Court of Gwinnett County, Georgia. Plaintiffs appealed the transfer order, and
in December 1998 the Court of Appeals of the State of Georgia reversed the lower
court's decision. Defendants petitioned the Georgia Supreme Court to hear an
appeal from the decision of the Court of Appeals, and the petition was granted
in May 1998. In September 1999, oral argument on defendants' petition was heard
and, on February 28, 2000, the Georgia Supreme Court affirmed the Georgia County
Appeals and remanded the matter to the Superior Court of Richmond County. In
March 2000, defendants moved the Georgia Supreme Court to reconsider its
February 28, 2000 decision, and that motion remains pending. Proceedings in the
trial court have been stayed pending appeal. Defendants intend to vigorously
contest the litigation.

THE TRAVELERS LIFE AND ANNUITY COMPANY

There are no pending material legal proceedings affecting the Separate Account,
the principal underwriter or the Company.

30
<PAGE> 33

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

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES

ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD FROM
------------ ------------- ------------- DECEMBER 16, 1996
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO
FUNDING OPTION 1999 1998 1997 DECEMBER 31, 1996
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND (4/97)
Unit Value at beginning of period............ $ 2.046 $ 1.283 $ 1.032 $1.000
Unit Value at end of period.................. 3.098 2.046 1.283 1.032
Number of units outstanding at end of
period..................................... 25,971,911 10,561,314 870,525 --
MONEY MARKET PORTFOLIO (7/97)
Unit Value at beginning of period............ $ 1.070 $ 1.033 $ 1.000 --
Unit Value at end of period.................. 1.107 1.070 1.033 --
Number of units outstanding at end of
period..................................... 16,750,270 9,244,927 345,682 --
DELAWARE GROUP PREMIUM FUND
REIT SERIES (6/98)
Unit Value at beginning of period............ $ 0.901 $ 1.000 -- --
Unit Value at end of period.................. 0.866 0.901 -- --
Number of units outstanding at end of
period..................................... 357,910 96,983 -- --
DREYFUS VARIABLE INVESTMENT FUND
APPRECIATION PORTFOLIO (5/98)*
Unit Value at beginning of period............ $ 1.112 $ 1.000 -- --
Unit Value at end of period.................. 1.223 1.112 -- --
Number of units outstanding at end of
period..................................... 7,840,789 2,937,245 -- --
SMALL CAP PORTFOLIO (5/98)
Unit Value at beginning of period............ $ 0.871 $ 1.000 -- --
Unit Value at end of period.................. 1.058 0.871 -- --
Number of units outstanding at end of
period..................................... 3,387,052 1,435,805 -- --
GREENWICH STREET SERIES FUND
EQUITY INDEX PORTFOLIO CLASS II SHARES (6/99)
Unit Value at beginning of year.............. $ 1.000 -- -- --
Unit Value at end of year.................... 1.098 -- -- --
Number of units outstanding at end of year... 753,819 -- -- --
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
INVESTORS FUND (6/98)
Unit Value at beginning of period............ $ 1.029 $ 1.000 N/A N/A
Unit Value at end of period.................. 1.132 1.029 N/A N/A
Number of units outstanding at end of
period..................................... 3,905,967 1,764,644 N/A N/A
TRAVELERS SERIES FUND INC.
ALLIANCE GROWTH PORTFOLIO (6/97)
Unit Value at beginning of period............ $ 1.679 $ 1.319 $ 1.037 $1.000
Unit Value at end of period.................. 2.189 1.679 1.319 1.037
Number of units outstanding at end of
period..................................... 25,024,627 13,211,206 1,062,634 --
MFS TOTAL RETURN PORTFOLIO (5/97)
Unit Value at beginning of period............ $ 1.303 $ 1.183 $ 1.000 N/A
Unit Value at end of period.................. 1.319 1.303 1.183 N/A
Number of units outstanding at end of
period..................................... 27,173,225 16,380,184 962,287 N/A
PUTNAM DIVERSIFIED INCOME PORTFOLIO (5/97)
Unit Value at beginning of period............ $ 1.062 $ 1.070 $ 1.007 $1.000
Unit Value at end of period.................. 1.059 1.062 1.070 1.007
Number of units outstanding at end of
period..................................... 3,396,677 1,955,397 51,659 --
THE TRAVELERS SERIES TRUST
CONVERTIBLE BOND PORTFOLIO (5/98)
Unit Value at beginning of period............ $ 1.000 $ 1.000 -- --
Unit Value at end of period.................. 1.170 1.000 -- --
Number of units outstanding at end of
period..................................... 1,137,997 458,699 -- --
DISCIPLINED MID CAP STOCK PORTFOLIO (6/97)
Unit Value at beginning of period............ $ 1.377 $ 1.195 $ 1.000 --
Unit Value at end of period.................. 1.541 1.377 1.195 --
Number of units outstanding at end of
period..................................... 2,663,507 1,425,770 120,880 --
DISCIPLINED SMALL CAP STOCK PORTFOLIO (6/98)
Unit Value at beginning of period............ $ 0.894 $ 1.000 -- --
Unit Value at end of period.................. 1.061 0.894 -- --
Number of units outstanding at end of
period..................................... 1,899,628 518,858 -- --
EQUITY INCOME PORTFOLIO (5/97)
Unit Value at beginning of period............ $ 1.484 $ 1.339 $ 1.026 $1.000
Unit Value at end of period.................. 1.535 1.484 1.339 1.026
Number of units outstanding at end of
period..................................... 19,892,863 12,301,819 639,656 --
FEDERATED HIGH YIELD PORTFOLIO (5/97)
Unit Value at beginning of period............ $ 1.177 $ 1.140 $ 1.000 --
Unit Value at end of period.................. 1.196 1.177 1.140 --
Number of units outstanding at end of
period..................................... 10,237,038 7,715,310 620,667 --
</TABLE>

A-1
<PAGE> 34
APPENDIX A: CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES

ACCUMULATION UNIT VALUES (CONTINUED)

The Company began tracking the Accumulation Unit values in 1996, however the
Separate Account held no assets until 1997.

The date next to each funding option's name reflects the date money first came
into the funding option through the Separate Account.

Funding Options not listed had no amounts yet allocated to them.

"Number of Units Outstanding at end of period" may include units for Contract
Owners in the payout phase.

The financial statements for Fund ABD and the consolidated financial statements
of The Travelers Insurance Company and its Subsidiaries are contained in the
SAI.

* Formerly Capital Appreciation Portfolio.

A-2
<PAGE> 35

APPENDIX B: CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD FROM
------------ ------------ ------------ DECEMBER 16, 1996
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO
FUNDING OPTION 1999 1998 1997 DECEMBER 31, 1996
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
<S> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND (12/96)
Unit Value at beginning of period......... $ 2.046 $ 1.283 $ 1.032 $ 1.000
Unit Value at end of period............... 3.098 2.046 1.283 1.032
Number of units outstanding at end of
period.................................. 46,942,401 23,010,432 6,344,051 29,824
MONEY MARKET PORTFOLIO (2/97)
Unit Value at beginning of period......... $ 1.070 $ 1.033 $ 1.000 --
Unit Value at end of period............... 1.107 1.070 1.033 --
Number of units outstanding at end of
period.................................. 37,736,754 16,762,447 5,369,177 --
DELAWARE GROUP PREMIUM FUND
REIT SERIES (5/98)
Unit Value at beginning of period......... $ 0.901 $ 1.000 -- --
Unit Value at end of period............... 0.866 0.901 -- --
Number of units outstanding at end of
period.................................. 1,280,359 632,612 -- --
DREYFUS VARIABLE INVESTMENT FUND
APPRECIATION PORTFOLIO (4/98)*
Unit Value at beginning of period......... $ 1.112 $ 1.000 -- --
Unit Value at end of period............... 1.223 1.112 -- --
Number of units outstanding at end of
period.................................. 10,488,399 2,833,960 -- --
SMALL CAP PORTFOLIO (4/98)
Unit Value at beginning of period......... $ 0.871 $ 1.000 -- --
Unit Value at end of period............... 1.058 0.871 -- --
Number of units outstanding at end of
period.................................. 7,815,322 3,051,249 -- --
GREENWICH STREET SERIES FUND
EQUITY INDEX PORTFOLIO CLASS II
SHARES (6/99)
Unit Value at beginning of year........... $ 1.000 $ -- -- --
Unit Value at end of year................. 1.098 -- -- --
Number of units outstanding at end of
year.................................... 3,460,443 -- -- --
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
INVESTORS FUND (4/98)
Unit Value at beginning of period......... $ 1.029 $ 1.000 -- --
Unit Value at end of period............... 1.132 1.029 -- --
Number of units outstanding at end of
period.................................. 8,670,638 3,232,444 -- --
TRAVELERS SERIES FUND, INC.
ALLIANCE GROWTH PORTFOLIO (12/96)
Unit Value at beginning of period......... $ 1.679 $ 1.319 $ 1.037 $ 1.000
Unit Value at end of period............... 2.189 1.679 1.319 1.037
Number of units outstanding at end of
period.................................. 47,167,905 31,011,054 8,259,362 2,250
MFS TOTAL RETURN PORTFOLIO (1/97)
Unit Value at beginning of period......... $ 1.303 $ 1.183 $ 1.000 --
Unit Value at end of period............... 1.319 1.303 1.183 --
Number of units outstanding at end of
period.................................. 54,290,552 42,017,841 9,959,634 --
PUTNAM DIVERSIFIED INCOME PORTFOLIO
(12/96)
Unit Value at beginning of period......... $ 1.062 $ 1.070 $ 1.007 $ 1.000
Unit Value at end of period............... 1.059 1.062 1.070 1.007
Number of units outstanding at end of
period.................................. 4,489,463 3,797,291 1,132,608 3,300
THE TRAVELERS SERIES TRUST
CONVERTIBLE BOND PORTFOLIO (5/98)
Unit Value at beginning of period......... $ 1.000 $ 1.000 -- --
Unit Value at end of period............... 1.170 1.000 -- --
Number of units outstanding at end of
period.................................. 2,431,429 414,907 -- --
</TABLE>

B-1
<PAGE> 36
APPENDIX B: CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD FROM
------------ ------------ ------------ DECEMBER 16, 1996
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO
FUNDING OPTION 1999 1998 1997 DECEMBER 31, 1996
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
<S> <C> <C> <C> <C>
THE TRAVELERS SERIES TRUST (CONT.)
DISCIPLINED MID CAP STOCK PORTFOLIO (6/97)
Unit Value at beginning of period......... $ 1.377 $ 1.195 $ 1.000 --
Unit Value at end of period............... 1.541 1.377 1.195 --
Number of units outstanding at end of
period.................................. 6,716,626 5,142,990 1,668,733 --
DISCIPLINED SMALL CAP STOCK
PORTFOLIO (5/98)
Unit Value at beginning of period......... $ 0.894 $ 1.000 -- --
Unit Value at end of period............... 1.061 0.894 -- --
Number of units outstanding at end of
period.................................. 1,202,404 450,528 -- --
EQUITY INCOME PORTFOLIO (12/96)
Unit Value at beginning of period......... $ 1.484 $ 1.339 $ 1.026 $ 1.000
Unit Value at end of period............... 1.535 1.484 1.339 1.026
Number of units outstanding at end of
period.................................. 35,687,217 25,733,333 6,719,150 30,196
FEDERATED HIGH YIELD PORTFOLIO (1/97)
Unit Value at beginning of period......... $ 1.177 $ 1.140 $ 1.000 --
Unit Value at end of period............... 1.196 1.177 1.140 --
Number of units outstanding at end of
period.................................. 22,260,856 18,811,555 4,566,993 --
FEDERATED STOCK PORTFOLIO (1/97)
Unit Value at beginning of period......... $ 1.494 $ 1.285 $ 1.000 --
Unit Value at end of period............... 1.552 1.494 1.285 --
Number of units outstanding at end of
period.................................. 14,406,177 11,892,034 3,816,999 --
LARGE CAP PORTFOLIO (12/96)
Unit Value at beginning of period......... $ 1.665 $ 1.245 $ 1.023 $ 1.000
Unit Value at end of period............... 2.123 1.665 1.245 1.023
Number of units outstanding at end of
period.................................. 28,051,763 15,040,703 4,815,858 7,800
LAZARD INTERNATIONAL STOCK PORTFOLIO
(12/96)
Unit Value at beginning of period......... $ 1.216 $ 1.095 $ 1.027 $ 1.000
Unit Value at end of period............... 1.460 1.216 1.095 1.027
Number of units outstanding at end of
period.................................. 25,226,349 17,270,810 5,694,288 5,702
MFS EMERGING GROWTH PORTFOLIO (12/96)
Unit Value at beginning of period......... $ 1.587 $ 1.198 $ 1.004 $ 1.000
Unit Value at end of period............... 2.766 1.587 1.198 1.004
Number of units outstanding at end of
period.................................. 22,881,721 15,538,984 4,218,974 31,886
MFS MID CAP GROWTH PORTFOLIO (4/98)
Unit Value at beginning of period......... $ 0.985 $ 1.000 -- --
Unit Value at end of period............... 1.595 0.985 -- --
Number of units outstanding at end of
period.................................. 4,760,902 965,761 -- --
MFS RESEARCH PORTFOLIO (5/98)
Unit Value at beginning of period......... $ 1.054 $ 1.000 -- --
Unit Value at end of period............... 1.285 1.054 -- --
Number of units outstanding at end of
period.................................. 669,474 211,400 -- --
STRATEGIC STOCK PORTFOLIO (5/98)
Unit Value at beginning of period......... $ 0.948 $ 1.000 -- --
Unit Value at end of period............... 0.981 0.948 -- --
Number of units outstanding at end of
period.................................. 434,122 147,123 -- --
TRAVELERS QUALITY BOND PORTFOLIO (12/96)
Unit Value at beginning of period......... $ 1.131 $ 1.057 $ 1.001 $ 1.000
Unit Value at end of period............... 1.128 1.131 1.057 1.001
Number of units outstanding at end of
period.................................. 26,069,226 15,435,236 3,137,736 95,203
</TABLE>

B-2
<PAGE> 37
APPENDIX B: CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

The Company began tracking the Accumulation Unit Values in 1996, however the
Separate Account had no assets until 1997.

The date next to each funding option's name reflects the date money first came
into the funding option through the Separate Account.

Funding Options not listed had no amounts yet allocated to them.

"Number of units outstanding at end of period" may include units for contract
owners in the payout phase.

The financial statements for Fund ABD II and the financial statements of The
Travelers Life and Annuity Company are contained in the SAI.

* Formerly Capital Appreciation Portfolio.

B-3
<PAGE> 38

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 39

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

THE FIXED ACCOUNT

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

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

Under the Fixed Account, the Company assumes the risk of investment gain or
loss, guarantees a specified interest rate, and guarantees a specified periodic
annuity payment. The investment gain or loss of the Separate Account or any of
the 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 as described below, less any applicable premium taxes or
prior surrenders.

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

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

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

TRANSFERS

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

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

C-1
<PAGE> 40

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 41

APPENDIX D
- --------------------------------------------------------------------------------

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 or The
Travelers Life and Annuity Company. A list of the contents of the Statement of
Additional Information is set forth below:

The Insurance Company
Principal Underwriter

Distribution and Principal and Underwriting Agreement

Valuation of Assets
Performance Information
Mixed and Shared Funding
Federal Tax Considerations
Independent Accountants
Financial Statements

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

Copies of the Statement of Additional Information dated May 1, 2000 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. The Travelers Insurance Company Statement
of Additional Information is printed on Form L-20686S, and The Travelers Life
and Annuity Statement of Additional Information is printed on Form L-20687S

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

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

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

D-1
<PAGE> 42

L-20686 May 1, 2000

<PAGE> 43

TRAVELERS PORTFOLIO ARCHITECT SELECT ANNUITY PROSPECTUS:
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES

This prospectus describes TRAVELERS PORTFOLIO ARCHITECT SELECT ANNUITY, a
flexible premium variable annuity contract (the "Contract") issued by The
Travelers Insurance Company or The Travelers Life and Annuity Company, depending
on the state in which you purchased your Contract. 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"). We may issue it 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 Contracts and certificates as
"Contracts."

You can choose to have your premium ("purchase payments") accumulate on a fixed
basis and/ or a variable basis. Your contract value will vary daily to reflect
the investment experience of the subaccounts ("funding options") you select and
any interest credited to the Fixed Account. The variable funding options are:

<TABLE>
<S> <C>
Capital Appreciation Fund
Money Market Portfolio
ALLIANCE VARIABLE PRODUCT SERIES FUND
Premier Growth Portfolio Class B
DELAWARE GROUP PREMIUM FUND
REIT Series
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio*
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Appreciation Portfolio
Diversified Strategic Income Portfolio
Equity Index Portfolio Class II Shares
Total Return Portfolio
JANUS ASPEN SERIES
Balanced Portfolio -- Service Shares
Global Life Sciences Portfolio -- Service Shares
Global Technology Portfolio -- Service Shares
Worldwide Growth Portfolio -- Service Shares
SALOMON BROTHERS VARIABLE SERIES FUND INC.
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
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service Class 2
WARBURG PINCUS TRUST
Emerging Markets Portfolio
</TABLE>

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

* Formerly Capital Appreciation Fund.

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about the Travelers Fund
ABD for Variable Annuities or the Travelers Fund ABD II for Variable Annuities
("Separate Account") by requesting a copy of the Statement of Additional
Information ("SAI") dated May 1, 2000. 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
1-800-842-8573 or access the SEC's website (http://www.sec.gov). See Appendix D
for the SAI's table of contents.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

PROSPECTUS DATED MAY 1, 2000

<PAGE> 44

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms................ 2
Summary............................... 3
Fee Table............................. 6
Condensed Financial Information....... 10
The Annuity Contract.................. 10
Contract Owner Inquiries............ 10
Purchase Payments................... 10
Accumulation Units.................. 10
The Funding Options................. 11
Charges and Deductions................ 14
General............................. 14
Withdrawal Charge................... 14
Free Withdrawal Allowance........... 15
Administrative Charges.............. 15
Mortality and Expense Risk Charge... 16
Funding Option Expenses............. 16
Premium Tax......................... 16
Changes in Taxes Based Upon Premium
or Value......................... 16
Transfers............................. 16
Dollar Cost Averaging............... 17
Access to Your Money.................. 17
Systematic Withdrawals.............. 18
Loans............................... 18
Ownership Provisions.................. 18
Types of Ownership.................. 18
Contract Owner................... 18
Beneficiary...................... 18
Annuitant........................ 19
Death Benefit......................... 19
Death Proceeds Before the Maturity
Date............................. 19
Payment of Proceeds................. 20
Death Proceeds After the Maturity
Date............................. 22
The Annuity Period.................... 22
Maturity Date....................... 22
Allocation of Annuity............... 23
Variable Annuity.................... 23
Fixed Annuity....................... 23
Payment Options....................... 24
Election of Options................. 24
Annuity Options..................... 24
Income Options...................... 25
Miscellaneous Contract Provisions..... 25
Right to Return..................... 25
Termination......................... 25
Required Reports.................... 25
Suspension of Payments.............. 26
Transfers of Contract Values to
Other Annuities.................. 26
The Separate Accounts................. 26
Performance Information............. 26
Federal Tax Considerations............ 27
General Taxation of Annuities....... 27
Types of Contracts: Qualified or
Nonqualified..................... 27
Nonqualified Annuity Contracts...... 28
Qualified Annuity Contracts......... 28
Penalty Tax for Premature
Distributions.................... 28
Diversification Requirements for
Variable Annuities............... 29
Ownership of the Investments........ 29
Mandatory Distributions for
Qualified Plans.................. 29
Taxation of Death Benefit
Proceeds......................... 29
Other Information..................... 30
The Insurance Companies............. 30
Financial Statements................ 30
IMSA................................ 30
Distribution of Variable Annuity
Contracts........................ 30
Conformity with State and Federal
Laws............................. 30
Voting Rights....................... 31
Legal Proceedings and Opinions...... 31
Appendix A: Condensed Financial
Information for The Travelers
Insurance Company................... A-1
Appendix B: Condensed Financial
Information for The Travelers Life
and Annuity Company................. B-1
Appendix C: The Fixed Account......... C-1
Appendix D: Contents of the Statement
of Additional Information........... D-1
</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..................... 10
Accumulation Period................... 10
Annuitant............................. 19
Annuity Payments...................... 10
Annuity Unit.......................... 11
Cash Surrender Value.................. 17
Contingent Annuitant.................. 19
Contract Date......................... 10
Contract Owner (You, Your)............ 18
Contract Value........................ 10
Contract Year......................... 10
Death Report Date..................... 19
Fixed Account......................... C-1
Funding Option(s)..................... 11
Joint Owner........................... 18
Maturity Date......................... 10
Purchase Payment...................... 10
Underlying Fund....................... 11
Written Request....................... 10
</TABLE>

2
<PAGE> 45

SUMMARY:
TRAVELERS PORTFOLIO ARCHITECT SELECT ANNUITY

THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND
CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE ENTIRE PROSPECTUS
CAREFULLY.

Your issuing company is The Travelers Life and Annuity Company unless you
purchased your Contract in the locations listed below, which contracts are
issued by The Travelers Insurance Company.

<TABLE>
<S> <C>
Bahamas North Carolina
British Virgin Islands Oregon(1)
Guam Puerto Rico
Kansas Tennessee
Maine U.S. Virgin Islands
New Hampshire Washington(1)
New Jersey Wyoming
New York
</TABLE>

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

You may also refer to the cover page of your Contract for the name of your
issuing company. You may only purchase a Contract where the Contract has been
approved for sale. This Contract may not currently be available for sale in all
locations.

3
<PAGE> 46

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.

4
<PAGE> 47

A withdrawal charge will apply to withdrawals from the Contract, and is
calculated as a percentage of the purchase payments. The maximum percentage is
6%, decreasing to 0% in years eight and later.

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the
accumulation phase. Withdrawal charges, income taxes, and/or a penalty tax may
apply to taxable amounts withdrawn.

ARE THERE ANY 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 income and penalty taxes will apply on
amounts withdrawn.

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

5
<PAGE> 48

FEE TABLE
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES

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

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE
PAYMENT MADE WITHDRAWAL CHARGE
<S> <C>
1 or less 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and over 0%
</TABLE>

<TABLE>
<S> <C>
ANNUAL CONTRACT ADMINISTRATIVE CHARGE................. $30
(Waived if contract value is $40,000 or more)
</TABLE>

<TABLE>
<S> <C>
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, 1999, unless noted otherwise)
</TABLE>

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
FEE EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Capital Appreciation Fund.......... 0.75% 0.08% 0.83%
Money Market Portfolio............. 0.32% 0.08% 0.40%(1)
ALLIANCE VARIABLE PRODUCT SERIES
FUND, INC.
Premier Growth Portfolio --
Class B...................... 1.00% 0.25% 0.04% 1.29%
DELAWARE GROUP PREMIUM FUND
REIT Series.................... 0.64% 0.21% 0.85%(2)
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio(3)...... 0.75% 0.03% 0.78%
Small Cap Portfolio............ 0.75% 0.03% 0.78%
GREENWICH STREET SERIES FUND
Appreciation Portfolio......... 0.75% 0.04% 0.79%(4)
Diversified Strategic Income
Portfolio.................... 0.65% 0.13% 0.78%(4)
Equity Index Portfolio -- Class
II Shares.................... 0.21% 0.25% 0.05% 0.51%(5)
Total Return Portfolio......... 0.75% 0.04% 0.79%(4)
JANUS ASPEN SERIES
Balanced Portfolio -- Service
Shares....................... 0.65% 0.25% 0.02% 0.92%(6)
Global Life Sciences
Portfolio -- Service
Shares....................... 0.65% 0.25% 0.19% 1.09%(6)
Global Technology Portfolio --
Service Shares............... 0.65% 0.25% 0.13% 1.03%(6)
Worldwide Growth Portfolio --
Service Shares............... 0.65% 0.25% 0.05% 0.95%(6)
SALOMON BROTHERS VARIABLE SERIES
FUND INC.
Investors Fund................. 0.53% 0.45% 0.98%(7)
TRAVELERS SERIES FUND INC
Alliance Growth Portfolio...... 0.80% 0.02% 0.82%(8)
MFS Total Return Portfolio..... 0.80% 0.04% 0.84%(8)
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio..... 0.60% 0.20% 0.80%(9)
Disciplined Mid Cap Stock
Portfolio.................... 0.70% 0.25% 0.95%(10)
Disciplined Small Cap Stock
Portfolio.................... 0.80% 0.20% 1.00%(9)
Equity Income Portfolio........ 0.75% 0.13% 0.88%
Federated High Yield
Portfolio.................... 0.65% 0.19% 0.84%
</TABLE>

6
<PAGE> 49

NOTES:

(1) Other Expenses have been restated to reflect the current expense
reimbursement arrangement with Travelers Insurance Company. Travelers has
agreed to reimburse the Portfolio 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 0.50% for the MONEY MARKET PORTFOLIO.

(3) Formerly Capital Appreciation Fund.

(4) The Portfolio Management Fee for the APPRECIATION PORTFOLIO, the TOTAL
RETURN, and the DIVERSIFIED STRATEGIC INCOME PORTFOLIO includes 0.20% for
fund administration.

(5) The Portfolio Management Fee for EQUITY INDEX PORTFOLIO -- CLASS II includes
0.06% for fund administration and a distribution plan or "Rule 12b-1 plan".
Fees for Class II reflect the period from 3/22/99 (inception date) to
12/31/99. On March 22, 1999, the fund adopted its current fee structure.

(6) Expenses are based on the estimated expenses that the new Service Shares
Class of each Portfolio expects to incur in its initial fiscal year. All
expenses are shown without the effect of offset arrangements.

(7) The Adviser has waived all or a portion of its Management Fees for the year
ended December 31, 1999. If such fees were not waived or expenses
reimbursed, the Management Fee, Other Expenses, and Total Annual Operating
Expenses would have been as follows: 0.70%, 0.45% and 1.15% respectively for
the INVESTORS FUND.

(8) Expenses are as of October 31, 1999 (the Fund's fiscal year end). There were
no fees waived or expenses reimbursed for these funds in 1999.

(9) Travelers Insurance Company has agreed to reimburse the CONVERTIBLE BOND
PORTFOLIO, the DISCIPLINED SMALL CAP STOCK PORTFOLIO, and the MFS MID CAP
GROWTH PORTFOLIO for expenses for the period ended December 31, 1999 which
exceeded 0.80%, 1.00% and 1.00% respectively. Without such voluntary
arrangements, the actual annualized Total Annual Operating Expenses would
have been 1.23%, 1.49%, and 1.07% respectively.

(10) Other Expenses reflect the current expense reimbursement arrangement with
Travelers Insurance Company. Travelers has agreed to reimburse the
Portfolio for the amount by which its aggregate expenses (including
management fees, but excluding brokerage commissions, interest charges and
taxes) exceeds 0.95%. Without such arrangements, the Total Annual Operating
Expenses for the Portfolio would have been 0.99% for the DISCIPLINED MID
CAP STOCK PORTFOLIO.

(11) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain fund's
custodian, credits realized as a result of uninvested cash balances were
used to reduce a portion of each applicable fund's expenses. Without these
reductions, the Total Annual Operating Expenses presented in the table
would have been 0.95% for

7
<PAGE> 50

CONTRAFUND PORTFOLIO -- SERVICE CLASS 2. Service Class 2 expenses are based
on estimated expenses for the first year.

(12) Fee waivers, expense reimbursements, or expense credits reduced expenses
for the WARBURG PINCUS EMERGING MARKETS PORTFOLIO during 1999, but this may
be discontinued at any time. Without such arrangements, the Portfolio's
Management Fees, Other Expenses and Total Annual Operating Expenses would
equal 1.25%, 1.88% and 3.13%, respectively. The Portfolio's other expenses
are based on annualized estimates of expenses for the fiscal year ending
December 31, 1999, net of any fee waivers or expense reimbursements.

8
<PAGE> 51

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:
------------------------------------- -------------------------------------
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.......... 83 120 160 258 23 70 120 258
Money Market Portfolio............. 78 107 138 214 18 57 98 214
ALLIANCE VARIABLE PRODUCT SERIES
FUND, INC.
Premier Growth Portfolio --
Class B...................... 87 134 183 304 27 84 143 304
DELAWARE GROUP PREMIUM FUND
REIT Series.................... 83 121 161 260 23 71 121 260
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio......... 82 119 158 253 22 69 118 253
Small Cap Portfolio............ 82 119 158 253 22 69 118 253
GREENWICH STREET SERIES FUND
Appreciation Portfolio......... 82 119 158 254 22 69 118 254
Diversified Strategic Income
Portfolio.................... 82 119 158 253 22 69 118 253
Equity Index Portfolio -- Class
II Shares.................... 80 110 144 225 20 60 104 225
Total Return Portfolio......... 82 119 158 254 22 69 118 254
JANUS ASPEN SERIES
Balanced Portfolio -- Service
Shares....................... 84 123 165 267 24 73 125 267
Global Life Sciences
Portfolio -- Service
Shares....................... 85 128 173 284 25 78 133 284
Global Technology Portfolio --
Service Shares............... 85 126 170 278 25 76 130 278
Worldwide Growth Portfolio --
Service Shares............... 84 124 166 270 24 74 126 270
SALOMON BROTHERS VARIABLE SERIES
FUND INC.
Investors Fund................. 84 125 168 273 24 75 128 275
TRAVELERS SERIES FUND INC
Alliance Growth Portfolio...... 83 120 160 257 23 70 120 257
MFS Total Return Portfolio..... 83 120 161 259 23 70 121 259
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........ 83 122 163 263 23 72 123 263
Federated High Yield
Portfolio.................... 83 120 161 259 23 70 121 259
Federated Stock Portfolio...... 83 120 160 257 23 70 120 257
Large Cap Portfolio............ 83 121 162 262 23 71 122 262
Lazard International Stock
Portfolio.................... 85 127 172 281 25 77 132 281
MFS Emerging Growth Portfolio.. 83 121 162 262 23 71 122 262
MFS Mid Cap Growth Portfolio... 84 125 169 275 24 75 129 275
Travelers Quality Bond
Portfolio.................... 80 111 145 228 20 61 105 228
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R)
Portfolio -- Service Class
2............................ 83 122 164 265 23 72 124 265
WARBURG PINCUS TRUST
Emerging Markets Portfolio..... 88 137 189 314 28 87 149 314
</TABLE>

9
<PAGE> 52

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
See Appendices A and B.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Portfolio Architect Select Annuity is a contract between the contract
owner ("you"), and the Company. 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 become effective is referred to as the
contract date. Each 12-month period following the contract date is called a
contract year.

CONTRACT OWNER INQUIRIES

Any questions you have about your Contract should be directed to the Company's
Home Office at 1-800-842-8573.

PURCHASE PAYMENTS

ACCUMULATION UNITS

10
<PAGE> 53

Contract. 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. These funding options are subsections of the Separate
Account, which invest in the underlying mutual funds ("underlying funds"). 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. You are not investing directly in the underlying fund. Since each
option has varying degrees of risk, please read the prospectuses carefully
before investing. Contact your registered representative or call 1-800-842-8573
to request additional copies of the prospectuses.

The current variable 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 Company LLC
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 both in rising and declining markets.
Money Market Portfolio Seeks high current income from short-term TAMIC
money market instruments while preserving
capital and maintaining a high degree of
liquidity.

ALLIANCE VARIABLE PRODUCT
SERIES FUND
Premier Growth Portfolio Seeks long-term growth of capital by Alliance Capital Management
Class B investing primarily in equity securities of a
limited number of large, carefully selected,
high quality U.S. companies that are judged
likely to achieve superior earning momentum.

DELAWARE GROUP PREMIUM FUND
REIT Series Seeks maximum long-term total return by Delaware Management Company, Inc.
investing in securities of companies Subadviser: Lincoln Investment
primarily engaged in the real estate Management, Inc.
industry. Capital appreciation is a secondary
objective.

DREYFUS VARIABLE INVESTMENT
FUND
Appreciation Portfolio Seeks primarily to provide long-term capital The Dreyfus Corporation
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 insurers.
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation

GREENWICH STREET SERIES
FUND
Appreciation Portfolio Seeks long term appreciation of capital by SSB Citi Fund Management LLC.
investing primarily in equity securities. ("SSB Citi")
Diversified Strategic Seeks high current income by investing SSB Citi
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.
</TABLE>

11
<PAGE> 54

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Equity Index Portfolio Seeks to replicate, before deduction of Travelers Investment Management
Class II expenses, the total return performance of the Co. ("TIMCO")
S&P 500 Index.
Total Return Portfolio An equity portfolio that seeks to provide SSB Citi
total return, consisting of long-term capital
appreciation and income. The Portfolio will
invest primarily in a diversified portfolio
of dividend-paying common stocks.

JANUS ASPEN SERIES
Balanced Portfolio -- Seeks long-term capital growth, consistent Janus Capital
Service Shares with preservation of capital and balanced by
current income.
Global Life Sciences Seeks long-term capital growth by investing Janus Capital
Portfolio -- Service primarily in equity securities of U.S. and
Shares foreign companies, normally investing at
least 65% of its total assets in companies
with a life science orientation.
Global Technology Seeks long-term capital growth by investing Janus Capital
Portfolio -- Service primarily in equity securities of U.S. and
Shares foreign companies, normally investing at
least 65% of its total assets in companies
likely to benefit significantly from advances
in technology.
Worldwide Growth Seeks growth of capital in a manner Janus Capital
Portfolio -- Service consistent with preservation of capital by
Shares investing primarily in common stocks of
companies of any size throughout the world

SALOMON BROTHERS VARIABLE
SERIES FUND INC.
Investors Fund Seeks long-term growth of capital, and, Salomon Brothers Asset Management
secondarily, current income, through ("SBAM")
investments in common stocks of well-known
companies.

TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital. Current TIA
income is only an incidental consideration. Subadviser: Alliance Capital
The Portfolio invests predominantly in equity Management L.P.
securities of companies with a favorable
outlook for earnings and whose rate of growth
is expected to exceed that of the U.S.
economy over time.
MFS Total Return (a balanced portfolio) Seeks to obtain above- TIA
Portfolio average income (compared to a portfolio Subadviser: Massachusetts
entirely invested in equity securities) Financial Services Company ("MFS")
consistent with the prudent employment of
capital. Generally, at least 40% of the
Portfolio's assets are invested in equity
securities.

THE TRAVELERS SERIES TRUST
Convertible Bond Seeks current income and capital appreciation TAMIC
Portfolio by investing in convertible bond securities
and in combinations of nonconvertible
fixed-income securities and warrants or call
options that together resemble convertible
securities.
Disciplined Mid Cap Stock Seeks growth of capital by investing TAMIC
Portfolio primarily in a broadly diversified portfolio Subadviser: TIMCO
of U.S. common stocks.
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 Co ("FMR")
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.
</TABLE>

12
<PAGE> 55

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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.
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: FMR
companies with large market capitalizations.
Lazard International Seeks capital appreciation by investing TAMIC Subadviser: Lazard Asset
Stock Portfolio primarily in the equity securities of Management
non-United States companies (i.e.,
incorporated or organized outside the United
States).
MFS Emerging Growth Seeks to provide long-term growth of capital. TAMIC
Portfolio Dividend and interest income from portfolio Subadviser: MFS
securities, if any, is incidental to the MFS
Portfolio's investment objective.
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
volatility and total return.

VARIABLE INSURANCE PRODUCTS
FUND II
Contrafund(R) Seeks long-term capital appreciation by FMR
Portfolio -- Service investing primarily in common stocks of
Class 2 companies whose value the adviser believes is
not fully recognized by the public.

WARBURG PINCUS TRUST
Emerging Markets Seeks long-term growth of capital by Credit Suisse Asset Management,
Portfolio investing primarily in equity securities of LLC.
non-U.S. issuers consisting of companies in
emerging securities markets.
</TABLE>

13
<PAGE> 56

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
GENERAL

- the ability for you to make withdrawals and surrenders under the
Contracts;

- the death benefit paid on the death of the contract owner, annuitant, or
first of the joint contract owners,

- the available funding options and related programs (including dollar-cost
averaging, portfolio rebalancing, and systematic withdrawal programs);

- administration of the annuity options available under the Contracts; and

- the distribution of various reports to contract owners.

Costs and expenses we incur include:

- losses associated with various overhead and other expenses associated
with providing the services and benefits provided by the Contracts,

- sales and marketing expenses including commission payments to your sales
agent, and

- other costs of doing business.

Risks we assume include:

- that annuitants may live longer than estimated when the annuity factors
under the Contracts were established;

- that the amount of the death benefit will be greater than the contract
value, and

- that the costs of providing the services and benefits under the Contracts
will exceed the charges deducted.

We may also deduct a charge for taxes.

Unless otherwise specified, charges are deducted proportionately from all
funding options in which you are invested.

WITHDRAWAL CHARGE

We do not deduct a sales charge from purchase payments when they are made to the
Contract. However, a withdrawal charge will apply if purchase payments are
withdrawn before they have

14
<PAGE> 57

been in the Contract for eight years. We will assess the charge as a percentage
of the purchase payment withdrawn as follows:

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE WITHDRAWAL
PURCHASE MADE CHARGE
<S> <C>
1 or less 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8+ 0%
</TABLE>

For purposes of the withdrawal charge calculation, withdrawals are deemed to be
taken first from:

(a) any free withdrawal allowance (as described below), then

(b) from any purchase payment to which a withdrawal charge applies (on a
first-in, first-out basis), then

Unless you instruct us otherwise, we will deduct the withdrawal charge from the
amount requested.

We will not deduct a withdrawal charge:

- due to the death of the contract owner or the annuitant (with no
contingent annuitant surviving);

- if an annuity payout has begun; or

- if an income option of at least five year's duration is begun after the
first contract year.

FREE WITHDRAWAL ALLOWANCE

ADMINISTRATIVE CHARGES

(1) from the distribution of death proceeds;

(2) after an annuity payout has begun, or

(3) if the contract value on the date of assessment equals or is greater
than $40,000.

15
<PAGE> 58

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

FUNDING OPTION EXPENSES

The charges and expenses of the 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.

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

16
<PAGE> 59

DOLLAR COST AVERAGING

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

17
<PAGE> 60

from which amounts are to be withdrawn, 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. Withdrawals
during the annuity period are not allowed.

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.

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

You name the beneficiary in a written request. The beneficiary has the right to
receive any death benefit proceeds under the contract upon the death of the
annuitant or a contract owner. If more

18
<PAGE> 61

than one beneficiary survives the annuitant or contract owner, 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. In the case
of a non-spousal beneficiary or a spousal beneficiary who has not chosen to
assume the contract, the death benefit proceeds will be held in a fixed account
until the beneficiary elects a Settlement Option or takes a distribution.

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

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

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

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 step-up value (if any, as described below).

50,000 x (10,000/55,000) = 9,090

Your new step-up value would be 50,000-9,090, or $40,910.

19
<PAGE> 62

50,000 x (10,000/30,000) = 16,666

Your new step-up value would be 50,000-16,666, or $33,334.

1) the contract value; or

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

PAYMENT OF PROCEEDS

NONQUALIFIED CONTRACTS

20
<PAGE> 63

- --------------------------------------------------------------------------------------------------------------
BEFORE THE MATURITY DATE, UPON THE COMPANY WILL PAY THE UNLESS... MANDATORY PAYOUT
THE DEATH OF THE PROCEEDS TO: RULES APPLY*
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Joint Owner (who is the The beneficiary (ies), Unless the beneficiary is the Yes
annuitant) or if none, to the contract owner's spouse and
contract owner's estate. the spouse elects to assume
and continue the contract.
Or, unless there is a
contingent annuitant the
contingent annuitant becomes
the annuitant and the
proceeds will be paid to the
surviving joint owner. If the
surviving joint owner is the
spouse, the spouse may elect
to assume and continue the
contract.
- --------------------------------------------------------------------------------------------------------------
Annuitant (who is not the The beneficiary (ies). Unless, there is a contingent No
contract owner) annuitant. Then, the
contingent annuitant becomes
the annuitant and the
Contract continues in effect
(generally using the original
maturity date). The proceeds
will then be paid upon the
death of the contingent
annuitant or owner.
- --------------------------------------------------------------------------------------------------------------
Annuitant (who is the contract See death of "owner who N/A
owner) is the annuitant" above.
- --------------------------------------------------------------------------------------------------------------
Annuitant (where owner is a The beneficiary (ies) Yes (Death of
nonnatural person/trust) (e.g. the trust). annuitant is
treated as death
of the owner in
these
circumstances.)
- --------------------------------------------------------------------------------------------------------------
Contingent Annuitant (assuming No death proceeds are N/A
annuitant is still alive) payable; contract
continues.
- --------------------------------------------------------------------------------------------------------------
Beneficiary No death proceeds are N/A
payable; contract
continues.
- --------------------------------------------------------------------------------------------------------------
Contingent Beneficiary No death proceeds are N/A
payable; contract
continues.
- --------------------------------------------------------------------------------------------------------------
</TABLE>

21
<PAGE> 64

QUALIFIED CONTRACTS

DEATH PROCEEDS AFTER THE MATURITY DATE

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, or unless you elect another
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. Not all options may be available in all
states.

22
<PAGE> 65

ALLOCATION OF ANNUITY

VARIABLE ANNUITY

FIXED ANNUITY

23
<PAGE> 66

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. Once annuity or income payments have
begun, no further elections are allowed.

ANNUITY OPTIONS

24
<PAGE> 67

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 Options as may be mutually agreed upon.

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

RIGHT TO RETURN

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 $2,000 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 less any applicable premium tax, and any
applicable administrative charge.

REQUIRED REPORTS

25
<PAGE> 68

Contract and the corresponding accumulation unit value(s) as of the report date
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
and state laws.

SUSPENSION OF PAYMENTS

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

Where state law permits, we may allow 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 ACCOUNTS
- --------------------------------------------------------------------------------

PERFORMANCE INFORMATION

26
<PAGE> 69

percentage of assets based on the actual fee collected, divided by the average
net assets for Contracts sold. Each quotation assumes a total redemption at the
end of each period with the applicable withdrawal charge deducted at that time.

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

27
<PAGE> 70

Plans, and certain other qualified deferred compensation plans. An exception to
this is a qualified plan called a Roth IRA. Under Roth IRAs, after-tax
contributions accumulate until maturity, when amounts (including earnings) may
be withdrawn tax-free. 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

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

28
<PAGE> 71

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

OWNERSHIP OF THE INVESTMENTS

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

TAXATION OF DEATH BENEFIT PROCEEDS

29
<PAGE> 72

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

THE INSURANCE COMPANIES

Please refer to the first page of the Summary of this prospectus to determine
which company issued your Contract.

FINANCIAL STATEMENTS

The financial statements for each insurance company and for each separate
account are located in their respective Statements of Additional Information.

IMSA

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

CONFORMITY WITH STATE AND FEDERAL LAWS

30
<PAGE> 73

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

LEGAL PROCEEDINGS AND OPINIONS

THE TRAVELERS INSURANCE COMPANY

In March 1997, a purported class action entitled Patterman v. The Travelers,
Inc., et al. 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 October 1997, defendants answered the
complaint, denied liability and asserted numerous affirmative defenses. In
February 1998, on defendants' motion, the Superior Court of Richmond County
transferred the lawsuit to the Superior Court of Gwinnett County, Georgia.
Plaintiffs appealed the transfer order, and in December 1998 the Court of
Appeals of the State of Georgia reversed the lower court's decision. Defendants
petitioned the Georgia Supreme Court to hear an appeal from the decision of the
Court of Appeals, and the petition was granted in May 1998. In September 1999,
oral argument on defendants' petition was heard and, on February 28, 2000, the
Georgia Supreme Court affirmed the Georgia County Appeals and remanded the
matter to the Superior Court of Richmond County. In March 2000, defendants moved
the Georgia Supreme Court to reconsider its February 28, 2000 decision, and that
motion remains pending. Proceedings in the trial court have been stayed pending
appeal. Defendants intend to vigorously contest the litigation.

THE TRAVELERS LIFE AND ANNUITY COMPANY

There are no pending material legal proceedings affecting the Separate Account,
the principal underwriter or the Company.

31
<PAGE> 74

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 75

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

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES

ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD PERIOD PERIOD PERIOD FROM
ENDED ENDED ENDED DECEMBER 16, 1996
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO
FUNDING OPTION 1999 1998 1997 DECEMBER 31, 1996
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
<S> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND (4/97)
Unit Value at beginning of
period...................... $ 2.046 $ 1.283 $ 1.032 $ 1.000
Unit Value at end of period... 3.098 2.046 1.283 1.032
Number of units outstanding at
end of period............... 25,971,911 10,561,314 870,525 --
MONEY MARKET PORTFOLIO (7/97)
Unit Value at beginning of
period...................... $ 1.070 $ 1.033 $ 1.000 --
Unit Value at end of period... 1.107 1.070 1.033 --
Number of units outstanding at
end of period............... 16,750,270 9,244,927 345,682 --
DELAWARE GROUP PREMIUM FUND
REIT SERIES (6/98)
Unit Value at beginning of
period...................... $ 0.901 $ 1.000 -- --
Unit Value at end of period... 0.866 0.901 -- --
Number of units outstanding at
end of Period............... 357,910 96,983 -- --
DREYFUS VARIABLE INVESTMENT FUND,
INC.
APPRECIATION PORTFOLIO* (5/98)
Unit Value at beginning of
period...................... $ 1.112 $ 1.000 -- --
Unit Value at end of period... 1.223 1.112 -- --
Number of units outstanding at
end of Period............... 7,840,789 2,937,245 -- --
SMALL CAP PORTFOLIO (5/98)
Unit Value at beginning of
period...................... $ 0.871 $ 1.000 -- --
Unit Value at end of period... 1.058 0.871 -- --
Number of units outstanding at
end of period............... 3,387,052 1,435,805 -- --
GREENWICH STREET SERIES FUND:
APPRECIATION PORTFOLIO (6/97)
Unit Value at beginning of
period...................... $ 1.283 $ 1.092 $ 1.000 --
Unit Value at end of period... 1.431 1.283 1.092 --
Number of units outstanding at
end of period............... 6,935,912 3,710,315 506,282 --
DIVERSIFIED STRATEGIC INCOME
PORTFOLIO (6/97)
Unit Value at beginning of
period...................... $ 1.100 $ 1.048 $ 1.000 --
Unit Value at end of period... 1.103 1.100 1.048 --
Number of units outstanding at
end of period............... 10,783,437 7,076,327 733,829 --
EQUITY INDEX PORTFOLIO CLASS II
(6/99)
Unit Value at beginning of
period...................... $ 1.000 -- -- --
Unit Value at end of period... 1.098
Number of units outstanding at
end of period............... 753,819 -- -- --
TOTAL RETURN PORTFOLIO (5/98)
Unit Value at beginning of
period...................... $ 0.953 $ 1.000 -- --
Unit Value at end of period... 1.146 0.953 -- --
Number of units outstanding at
end of period............... 1,958,751 708,254 -- --
SALOMON BROTHERS VARIABLE SERIES
FUND, INC. (6/98):
INVESTORS FUND
Unit Value at beginning of
period...................... $ 1.029 $ 1.000 -- --
Unit Value at end of period... 1.132 1.029 -- --
Number of units outstanding at
end of period............... 3,905,967 1,764,644 -- --
</TABLE>

A-1
<PAGE> 76

APPENDIX A: CONDENSED FINANCIAL INFORMATION

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

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD PERIOD PERIOD PERIOD FROM
ENDED ENDED ENDED DECEMBER 16, 1996
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO
FUNDING OPTION 1999 1998 1997 DECEMBER 31, 1996
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
<S> <C> <C> <C> <C>
THE TRAVELERS SERIES TRUST:
CONVERTIBLE BOND PORTFOLIO
(8/98)
Unit Value at beginning of
period...................... $ 1.000 $ 1.000 -- --
Unit Value at end of period... 1.170 1.000 -- --
Number of units outstanding at
end of Period............... 1,137,997 458,699 -- --
DISCIPLINED MID CAP STOCK
PORTFOLIO (6/97)
Unit Value at beginning of
period...................... $ 1.377 $ 1.195 $ 1.000 --
Unit Value at end of period... 1.541 1.377 1.195 --
Number of units outstanding at
end of period............... 2,663,507 1,425,770 120,880 --
DISCIPLINED SMALL CAP STOCK
PORTFOLIO (6/98)
Unit Value at beginning of
period...................... $ 0.894 $ 1.000 -- --
Unit Value at end of period... 1.061 0.894 -- --
Number of units outstanding at
end of Period............... 1,899,628 518,858 -- --
EQUITY INCOME PORTFOLIO (5/97)
Unit Value at beginning of
period...................... $ 1.484 $ 1.339 $ 1.026 $ 1.000
Unit Value at end of period... 1.535 1.484 1.339 1.026
Number of units outstanding at
end of period............... 19,892,863 12,301,819 639,656 --
FEDERATED HIGH YIELD PORTFOLIO
(5/97)
Unit Value at beginning of
period...................... $ 1.177 $ 1.140 $ 1.000 --
Unit Value at end of period... 1.196 1.177 1.140 --
Number of units outstanding at
end of period............... 10,237,038 7,715,310 620,667 --
FEDERATED STOCK PORTFOLIO (5/97)
Unit Value at beginning of
period...................... $ 1.494 $ 1.285 $ 1.000 --
Unit Value at end of period... 1.552 1.494 1.285 --
Number of units outstanding at
end of period............... 7,710,739 4,599,587 352,550 --
LARGE CAP PORTFOLIO (6/97)
Unit Value at beginning of
period...................... $ 1.665 $ 1.245 $ 1.023 $ 1.000
Unit Value at end of period... 2.123 1.665 1.245 1.023
Number of units outstanding at
end of period............... 15,562,311 6,662,550 491,869 --
LAZARD INTERNATIONAL STOCK
PORTFOLIO (5/97)
Unit Value at beginning of
period...................... $ 1.216 $ 1.095 $ 1.027 $ 1.000
Unit Value at end of period... 1.460 1.216 1.095 1.027
Number of units outstanding at
end of period............... 10,264,070 6,533,760 849,629 --
MFS EMERGING GROWTH PORTFOLIO
(4/97)
Unit Value at beginning of
period...................... $ 1.587 $ 1.198 $ 1.004 $ 1.000
Unit Value at end of period... 2.766 1.587 1.198 1.004
Number of units outstanding at
end of period............... 11,222,748 5,891,811 528,553 --
MFS MID CAP GROWTH PORTFOLIO
(4/98)
Unit Value at beginning of
period...................... $ 0.985 $ 1.000 -- --
Unit Value at end of period... 1.595 0.985 -- --
Number of units outstanding at
end of period............... 3,220,420 696,846 -- --
</TABLE>

A-2
<PAGE> 77

APPENDIX A: CONDENSED FINANCIAL INFORMATION

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

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

The Company began tracking the Accumulation Unit values in 1996, however the
Separate Account held no assets until 1997.

The date next to each funding option's name reflects the date money first came
into the funding option through the Separate Account. Funding Options not listed
had no amounts yet allocated to them.

"Number of Units outstanding at end of period" may include units for Contract
Owners in the payout phase.

The financial statements for Fund ABD and the consolidated financial statements
of The Travelers Insurance Company and its subsidiaries are contained in the
SAI.

* Formerly Capital Appreciation Portfolio.

A-3
<PAGE> 78

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<PAGE> 79

APPENDIX B: CONDENSED FINANCIAL INFORMATION

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

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD PERIOD PERIOD PERIOD FROM
ENDED ENDED ENDED DECEMBER 16, 1996
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO
FUNDING OPTION 1999 1998 1997 DECEMBER 31, 1996
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
<S> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND (12/96)
Unit Value at beginning of
period......................... $ 2.046 $ 1.283 $ 1.032 $ 1.000
Unit Value at end of period...... $ 3.098 2.046 1.283 1.032
Number of units outstanding at
end of period.................. 46,942,401 23,010,432 6,344,051 29,824
MONEY MARKET PORTFOLIO (2/97)
Unit Value at beginning of
period......................... $ 1.070 $ 1.033 $ 1.000 --
Unit Value at end of period...... 1.107 1.070 1.033 --
Number of units outstanding at
end of period.................. 37,736,754 16,762,447 5,369,177 --
DELAWARE GROUP PREMIUM FUND:
REIT SERIES (5/98)
Unit Value at beginning of
period......................... $ 0.901 $ 1.000 -- --
Unit Value at end of period...... 0.866 0.901 -- --
Number of units outstanding at
end of period.................. 1,280,359 632,612 -- --
DREYFUS VARIABLE INVESTMENT FUND,
INC:
APPRECIATION PORTFOLIO (4/98)*
Unit Value at beginning of
period......................... $ 1.112 $ 1.000 -- --
Unit Value at end of period...... 1.223 1.112 -- --
Number of units outstanding at
end of period.................. 10,448,399 2,833,960 -- --
SMALL CAP PORTFOLIO (4/98)
Unit Value at beginning of
period......................... $ 0.871 $ 1.000 -- --
Unit Value at end of period...... 1.058 0.871 -- --
Number of units outstanding at
end of period.................. 7,815,322 3,051,249 -- --
GREENWICH STREET SERIES FUND:
APPRECIATION PORTFOLIO (6/97)
Unit Value at beginning of
period......................... $ 1.283 $ 1.092 $ 1.000 --
Unit Value at end of period...... 1.431 1.283 1.092 --
Number of units outstanding at
end of period.................. 24,225,208 16,532,767 5,241,524 --
DIVERSIFIED STRATEGIC INCOME
PORTFOLIO (6/97)
Unit Value at beginning of
period......................... $ 1.100 $ 1.048 $ 1.000 --
Unit Value at end of period...... 1.103 1.100 1.048 --
Number of units outstanding at
end of period.................. 28,198,595 24,838,532 5,444,154 --
EQUITY INDEX PORTFOLIO CLASS II
(5/99)
Unit Value at beginning of
period......................... $ 1.000 -- -- --
Unit Value at end of period...... 1.098 -- -- --
Number of units outstanding at
end of period.................. 3,460,443 -- -- --
TOTAL RETURN PORTFOLIO (5/98)
Unit Value at beginning of
period......................... $ 0.953 $ 1.000 -- --
Unit Value at end of period...... 1.146 0.953 -- --
Number of units outstanding at
end of period.................. 4,963,010 1,281,704 -- --
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.:
INVESTORS FUND (4/98)
Unit Value at beginning of
period......................... $ 1.029 $ 1.000 -- --
Unit Value at end of period...... 1.132 1.029 -- --
Number of units outstanding at
end of period.................. 8,670,638 3,232,444 -- --
TRAVELERS SERIES FUND INC.:
ALLIANCE GROWTH PORTFOLIO (12/96)
Unit Value at beginning of
period......................... $ 1.679 $ 1.319 $ 1.037 $ 1.000
Unit Value at end of period...... 2.189 1.679 1.319 1.037
Number of units outstanding at
end of period.................. 47,167,905 31,011,054 8,259,362 2,250
</TABLE>

B-1
<PAGE> 80

APPENDIX B: CONDENSED FINANCIAL INFORMATION

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

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD PERIOD PERIOD PERIOD FROM
ENDED ENDED ENDED DECEMBER 16, 1996
DECEMBER 31, DECEMBER 31, DECEMBER 31, TO
FUNDING OPTION 1999 1998 1997 DECEMBER 31, 1996
- --------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C>
<S> <C> <C> <C> <C>
MFS TOTAL RETURN PORTFOLIO (1/97)
Unit Value at beginning of
period......................... $ 1.303 $ 1.183 $ 1.000 --
Unit Value at end of period...... 1.319 1.303 1.183 --
Number of units outstanding at
end of period.................. 54,290,552 42,017,841 9,959,634 --
THE TRAVELERS SERIES TRUST:
CONVERTIBLE BOND PORTFOLIO (5/98)
Unit Value at beginning of
period......................... $ 1.000 $ 1.000 -- --
Unit Value at end of period...... $ 1.170 1.000 -- --
Number of units outstanding at
end of period.................. 2,431,429 414,907 -- --
DISCIPLINED MID CAP STOCK
PORTFOLIO (6/97)
Unit Value at beginning of
period......................... $ 1.377 $ 1.195 $ 1.000 --
Unit Value at end of period...... 1.541 1.377 1.195 --
Number of units outstanding at
end of period.................. 6,716,626 5,142,990 1,668,733 --
DISCIPLINED SMALL CAP STOCK
PORTFOLIO (5/98)
Unit Value at beginning of
period......................... $ 0.894 $ 1.000 -- --
Unit Value at end of period...... 1.061 0.894 -- --
Number of units outstanding at
end of period.................. 1,202,404 450,528 -- --
EQUITY INCOME PORTFOLIO (12/96)
Unit Value at beginning of
period......................... $ 1.484 $ 1.339 $ 1.026 $ 1.000
Unit Value at end of period...... 1.535 1.484 1.339 1.026
Number of units outstanding at
end of period.................. 35,687,217 25,733,333 6,719,150 30,196
THE TRAVELERS SERIES TRUST
FEDERATED HIGH YIELD PORTFOLIO
(1/97)
Unit Value at beginning of
period......................... $ 1.177 $ 1.140 $ 1.000 --
Unit Value at end of period...... 1.196 1.177 1.140 --
Number of units outstanding at
end of period.................. 22,260,856 18,811,555 4,566,993 --
FEDERATED STOCK PORTFOLIO (1/97)
Unit Value at beginning of
period......................... $ 1.494 $ 1.285 $ 1.000 --
Unit Value at end of period...... 1.552 1.494 1.285 --
Number of units outstanding at
end of period.................. 14,406,177 11,892,834 3,816,999 --
LARGE CAP PORTFOLIO (12/96)
Unit Value at beginning of
period......................... $ 1.665 $ 1.245 $ 1.023 $ 1.000
Unit Value at end of period...... 2.123 1.665 1.245 1.023
Number of units outstanding at
end of period.................. 28,051,763 15,040,703 4,815,848 7,800
LAZARD INTERNATIONAL STOCK
PORTFOLIO (12/96)
Unit Value at beginning of
period......................... $ 1.216 $ 1.095 $ 1.027 $ 1.000
Unit Value at end of period...... 1.460 1.216 1.095 1.027
Number of units outstanding at
end of period.................. 25,226,349 17,270,810 5,694,288 5,702
</TABLE>

B-2
<PAGE> 81

APPENDIX B: CONDENSED FINANCIAL INFORMATION

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

THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

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.

"Number of units outstanding at end of period" may include units for contract
owners in the payout phase.

The date next to each funding option's name reflects the date money first came
into the funding option through the Separate Account.

The financial statements for Fund ABD II and the financial statements of The
Travelers Life and Annuity Company are contained in the SAI.

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

* Formerly Capital Appreciation Portfolio.

B-3
<PAGE> 82

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<PAGE> 83

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

THE FIXED ACCOUNT

TRANSFERS

C-1
<PAGE> 84

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<PAGE> 85

APPENDIX D
- --------------------------------------------------------------------------------

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Insurance Company
Principal Underwriter

Distribution and Principal Underwriting Agreement

Valuation of Assets
Performance Information
Mixed and Shared Funding
Federal Tax Considerations
Independent Accountants
Financial Statements

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

Name:

Address:

D-1
<PAGE> 86

L-21166 May 1, 2000
<PAGE> 87

TRAVELERS PREMIER ADVISERS VARIABLE ANNUITY PROSPECTUS:
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES

This prospectus describes TRAVELERS PREMIER ADVISERS, a flexible premium
variable annuity contract (the "Contract") issued by The Travelers Insurance
Company or The Travelers Life and Annuity Company, depending on the state in
which you purchased your Contract. 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"). We may issue it 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 Contracts and certificates as "Contracts."

You can choose to have your premium ("purchase payments") accumulate on a fixed
basis and/ or a variable basis. Your contract value will vary daily to reflect
the investment experience of the subaccounts ("funding options") you select and
any interest credited to the Fixed Account. The variable funding options are:

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
Active International Allocation Portfolio
Emerging Markets Equity Portfolio
Equity Growth Portfolio
Global Equity Portfolio
Mid Cap Growth Portfolio
Mid Cap Value Portfolio
Technology Portfolio
Value Portfolio

SALOMON BROTHERS VARIABLE SERIES FUND,
INC.
Capital Fund
High Yield Bond Fund
Investors Fund
Small Cap Growth Fund
Strategic Bond Fund
VAN KAMPEN LIFE INVESTMENT TRUST
Comstock Portfolio
Domestic Income Portfolio
Emerging Growth Portfolio
Enterprise Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
Morgan Stanley Real Estate Securities
Portfolio

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about The Travelers Fund
ABD for Variable Annuities or The Travelers Fund ABD II for Variable Annuities
("Separate Account") by requesting a copy of the Statement of Additional
Information ("SAI") dated May 1, 2000. 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
1-800-599-9460 or access the SEC's website (http://www.sec.gov). See Appendix D
for the SAI's table of contents.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

PROSPECTUS DATED MAY 1, 2000

<PAGE> 88

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms................ 2
Summary............................... 3
Fee Table............................. 6
Condensed Financial Information....... 9
The Annuity Contract.................. 9
Contract Owner Inquiries............ 9
Purchase Payments................... 9
Accumulation Units.................. 9
The Funding Options................. 10
Charges and Deductions................ 12
General............................. 12
Withdrawal Charge................... 12
Free Withdrawal Allowance........... 13
Administrative Charges.............. 13
Mortality and Expense Risk Charge... 13
Funding Option Expenses............. 14
Premium Tax......................... 14
Changes in Taxes Based Upon Premium
or Value......................... 14
Transfers............................. 14
Dollar Cost Averaging............... 14
Access to Your Money.................. 15
Systematic Withdrawals.............. 15
Loans............................... 16
Ownership Provisions.................. 16
Types of Ownership.................. 16
Contract Owner...................... 16
Beneficiary......................... 16
Annuitant........................... 16
Death Benefit......................... 17
Death Proceeds Before the Maturity
Date............................. 17
Payment of Proceeds................. 18
Death Proceeds After the Maturity
Date............................. 19
The Annuity Period.................... 19
Maturity Date....................... 19
Allocation of Annuity............... 20
Variable Annuity.................... 20
Fixed Annuity....................... 21
Payment Options....................... 21
Election of Options................. 21
Annuity Options..................... 21
Income Options...................... 22
Miscellaneous Contract Provisions..... 22
Right to Return.................. 22
Termination...................... 22
Required Reports................. 23
Suspension of Payments........... 23
Transfers of Contract Values to
Other Annuities................ 23
The Separate Accounts................. 23
Performance Information.......... 23
Federal Tax Considerations............ 24
General Taxation of Annuities.... 24
Types of Contracts: Qualified or
Nonqualified................... 24
Nonqualified Annuity Contracts... 25
Qualified Annuity Contracts...... 25
Penalty Tax for Premature
Distributions.................. 25
Diversification Requirements for
Variable Annuities............. 26
Ownership of the Investments..... 26
Mandatory Distributions for
Qualified Plans................ 26
Taxation of Death Benefit
Proceeds....................... 26
Other Information..................... 27
The Insurance Companies.......... 27
Financial Statements............. 27
IMSA............................. 27
Distribution of Variable Annuity
Contracts...................... 27
Conformity with State and Federal
Laws........................... 27
Voting Rights.................... 28
Legal Proceedings and Opinions... 28
Appendix A: Condensed Financial
Information for The Travelers
Insurance Company: Fund ABD......... A-1
Appendix B: Condensed Financial
Information for The Travelers Life
and Annuity Company: Fund ABD II.... B-1
Appendix C: Fixed Account............. C-1
Appendix D: Contents of the Statement
of Additional Information........... D-1
</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..................... 9
Accumulation Period................... 9
Annuitant............................. 16
Annuity Payments...................... 9
Annuity Unit.......................... 9
Contingent Annuitant.................. 16
Contract Date......................... 9
Contract Owner (You, Your)............ 16
Contract Value........................ 9
Contract Year......................... 9
Death Report Date..................... 17
Funding Option(s)..................... 10
Joint Owner........................... 16
Maturity Date......................... 9
Purchase Payment...................... 9
Underlying Fund....................... 10
Written Request....................... 9
</TABLE>

2
<PAGE> 89

SUMMARY:
TRAVELERS PREMIER ADVISERS

THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND
CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE ENTIRE PROSPECTUS
CAREFULLY.

Your issuing company is Travelers Life and Annuity Company unless you purchased
your contract in the locations listed below, which contracts are issued by The
Travelers Insurance Company.

<TABLE>
<S> <C>
Bahamas North Carolina
British Virgin Islands Oregon(1)
Guam Puerto Rico
Kansas Tennessee
Maine U.S. Virgin Islands
New Hampshire Washington(1)
New Jersey Wyoming
New York
</TABLE>

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

3
<PAGE> 90

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. Purchase of this
Contract through a tax qualified retirement plan ("Plan") does not provide any
additional tax deferral benefits beyond those provided by the Plan. Accordingly,
if you are purchasing this Contract through a Plan, you should consider
purchasing this Contract for its Death Benefit, Annuity Option Benefits, and
other non-tax-related benefits.

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.

4
<PAGE> 91

A withdrawal charge will apply to withdrawals from the Contract, and is
calculated as a percentage of the purchase payments. The maximum percentage is
6%, decreasing to 0% in years eight and later.

HOW WILL MY CONTRIBUTIONS AND WITHDRAWALS BE TAXED? Generally, 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, credits 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 credits and earnings will accumulate tax-deferred.
You will be taxed on these earnings when they are withdrawn from the Contract.

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the
accumulation phase. No sales charge will apply. Of course, you may have to pay
income taxes and a tax penalty on any money you take out.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The death benefit applies upon
the first death of the owner, joint owner, or annuitant. Assuming you are the
Annuitant, the death benefit is as follows: If you die before the Contract is in
the payout phase, the person you have chosen as your beneficiary will receive a
death benefit. 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 and
written payment instructions. Please refer to the Death Benefit section in the
prospectus for more details.

ARE THERE ANY 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.

5
<PAGE> 92

FEE TABLE
- --------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES

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

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

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

<TABLE>
<S> <C>
Mortality & 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 as of
December 31, 1999, unless otherwise noted)

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
FEE EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: REIMBURSEMENT) REIMBURSEMENT) REIMBURSEMENT)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
Active International Allocation Portfolio............... 0.00% 1.15% 1.15%(1)
Emerging Markets Equity Portfolio....................... 0.42% 1.37% 1.79%(1)
Equity Growth Portfolio................................. 0.29% 0.56% 0.85%(1)
Global Equity Portfolio................................. 0.47% 0.68% 1.15%(1)
Mid Cap Growth Portfolio................................ 0.00% 1.05% 1.05%(1)
Mid Cap Value Portfolio................................. 0.43% 0.62% 1.05%(1)
Technology Portfolio.................................... 0.00% 1.15% 1.15%(1)
Value Portfolio......................................... 0.18% 0.67% 0.85%(1)
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund............................................ 0.00% 1.00% 1.00%(2)
High Yield Bond Fund.................................... 0.00% 1.00% 1.00%(2)
Investors Fund.......................................... 0.53% 0.45% 0.98%(2)
Small Cap Growth Fund................................... 0.00% 1.50% 1.50%(2)
Strategic Bond Fund..................................... 0.27% 0.73% 1.00%(2)
VAN KAMPEN LIFE INVESTMENT TRUST
Comstock Portfolio...................................... 0.00% 0.95% 0.95%(3)
Domestic Income Portfolio............................... 0.01% 0.60% 0.61%(3)
Emerging Growth Portfolio............................... 0.67% 0.18% 0.85%(3)
Enterprise Portfolio.................................... 0.48% 0.12% 0.60%(3)
Government Portfolio.................................... 0.36% 0.24% 0.60%(3)
Growth and Income Portfolio............................. 0.43% 0.32% 0.75%(3)
Money Market Portfolio.................................. 0.19% 0.43% 0.62%(3)
Morgan Stanley Real Estate Securities Portfolio......... 0.97% 0.13% 1.10%(3)
</TABLE>

6
<PAGE> 93

NOTES:

(1) The Advisers, with respect to the Portfolios listed in the Universal
Institutional Fund Inc. 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. Additionally, in
determining the actual amount of voluntary management fee waiver and/or
expense reimbursement for a portfolio, if any, the Advisers exclude from
total annualized operating expenses certain investment related expenses,
such as foreign country tax expense and interest expense on borrowing.
Included in "Other Expenses" of the EMERGING MARKETS EQUITY PORTFOLIO are
0.04% of such investment related expenses. Absent fee waivers and/or
reimbursements, the expenses would have been:

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
PORTFOLIO FEES EXPENSES EXPENSES
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Active International Allocation Portfolio................. 0.80% 1.83% 2.63%
Emerging Markets Equity Portfolio......................... 1.25% 1.37% 2.62%
Equity Growth Portfolio................................... 0.55% 0.56% 1.11%
Global Equity Portfolio................................... 0.80% 0.68% 1.48%
Mid Cap Growth Portfolio.................................. 0.75% 7.31% 8.06%
Mid Cap Value Portfolio................................... 0.75% 0.62% 1.37%
Technology Portfolio...................................... 0.80% 11.77% 12.57%
Value Portfolio........................................... 0.55% 0.67% 1.22%
</TABLE>

(2) Reflects the voluntary agreement by Salomon Brothers Asset Management to
impose an expense cap for the fiscal year ending December 31, 1999 on the
Total Annual Operating Expenses of each fund at the amount shown in the
table through the reimbursement of expenses. Absent fee waivers and/or
reimbursements, the expenses would have been:

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
PORTFOLIO FEES EXPENSES EXPENSES
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital Fund.............................................. 0.85% 1.14% 1.99%
High Yield Bond Fund...................................... 0.75% 1.05% 1.80%
Investors Fund............................................ 0.70% 0.45% 1.15%
Small Cap Growth Fund..................................... 0.75% 15.61% 16.36%
Strategic Bond Fund....................................... 0.75% 0.73% 1.48%
</TABLE>

(3) Van Kampen 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 the Total Annual Operating Expenses to exceed the amounts
set forth in the table above. The ratio of expenses to average net assets
does not reflect credits earned on overnight cash balances for the DOMESTIC
INCOME PORTFOLIO and the MONEY MARKET PORTFOLIO. Absent fee waivers and/or
reimbursements, the expenses would have been:

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
PORTFOLIO FEES EXPENSES EXPENSES
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Comstock Portfolio........................................ 0.60% 9.76% 10.36%
Domestic Income Portfolio................................. 0.50% 0.60% 1.10%
Emerging Growth Portfolio................................. 0.70% 0.18% 0.88%
Enterprise Portfolio...................................... 0.50% 0.12% 0.62%
Government Portfolio...................................... 0.50% 0.24% 0.74%
Growth and Income Portfolio............................... 0.60% 0.32% 0.92%
Money Market Portfolio.................................... 0.50% 0.43% 0.93%
Morgan Stanley Real Estate Securities Portfolio........... 1.00% 0.13% 1.13%
</TABLE>

7
<PAGE> 94

EXAMPLE*:

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

<TABLE>
<CAPTION>
IF CONTRACT IS NOT SURRENDERED
IF CONTRACT IS SURRENDERED AT THE OR ANNUITIZED AT END
END OF PERIOD SHOWN: OF PERIOD SHOWN:
- ---------------------------------------------------------------------------------------------------------------------------------
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>
UNIVERSAL INSTITUTIONAL FUNDS, INC.
Active International Allocation Portfolio...... $86 $130 $176 $290 $26 $80 $136 $290
Emerging Markets Equity Portfolio.............. 92 149 207 350 32 99 167 350
Equity Growth Portfolio........................ 86 130 177 290 26 80 137 290
Global Equity Portfolio........................ 86 130 176 290 26 80 136 290
Mid Cap Growth Portfolio....................... 85 127 171 280 25 77 131 280
Mid Cap Value Portfolio........................ 85 127 171 280 25 77 131 280
Technology Portfolio........................... 86 130 176 290 26 80 136 290
Value Portfolio................................ 83 121 161 260 23 71 121 260
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund................................... 84 125 169 275 24 75 129 275
High Yield Bond Fund........................... 84 125 169 275 24 75 129 275
Investors Fund................................. 84 125 169 275 24 75 129 275
Small Cap Growth Fund.......................... 89 140 193 323 29 90 153 323
Strategic Bond Fund............................ 84 125 169 275 24 75 129 275
VAN KAMPEN LIFE INVESTMENT TRUST
Comstock Portfolio............................. 84 124 166 270 24 74 126 270
Domestic Income Portfolio...................... 81 113 149 235 21 63 109 235
Emerging Growth Portfolio...................... 83 121 161 260 23 71 121 260
Enterprise Portfolio........................... 80 113 148 234 20 63 108 234
Government Portfolio........................... 80 113 148 234 20 63 108 234
Growth and Income Portfolio.................... 82 118 156 249 22 68 116 249
Money Market Portfolio......................... 81 114 149 236 21 64 109 236
Morgan Stanley Real Estate Securities
Portfolio..................................... 85 128 174 285 25 78 134 285
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE EXAMPLE
REFLECTS THE ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL CHARGE OF
0.01% OF ASSETS.

8
<PAGE> 95

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
See Appendices A and B.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Premier Advisers is a contract between the contract owner ("you"), and
the Company. 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. 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 become
effective is referred to as the contract date. Each 12-month period following
the contract date is called a contract year.

CONTRACT OWNER INQUIRIES

Any questions you have about your Contract should be directed to the Company's
Home Office at 1-800-599-9460.

PURCHASE PAYMENTS

ACCUMULATION UNITS

9
<PAGE> 96

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account, which invest in the underlying mutual funds ("underlying funds"). 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. You are not investing directly in the underlying fund. Since each
option has varying degrees of risk, please read the prospectuses carefully
before investing. Contact your registered representative or call 1-800-599-9460
to request additional copies of the prospectuses.

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
THE UNIVERSAL INSTITUTIONAL FUNDS,
INC.
Active International Allocation Seeks above-average capital appreciation by Morgan Stanley Dean Witter
Portfolio investing in a highly diversified mix of equity Investment Management Inc.
securities of non-U.S. issuers. ("MSDW")
Emerging Markets Equity Seeks long-term capital appreciation by investing MSDW
Portfolio primarily in equity securities of emerging market
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.
Equity Growth Portfolio Seeks to maximize long-term capital appreciation MSDW
by investing primarily in the equity securities
of U.S. and, to a limited extent, foreign
companies that exhibit strong or accelerating
growth earnings.
Global Equity Portfolio Seeks long-term capital appreciation by investing MSDW
primarily in equity securities of issuers
throughout the world, including the U.S.
Mid Cap Growth Portfolio Seeks long-term capital growth by investing Miller Anderson & Sherrerd
primarily in common stocks and other equity ("MAS")
securities.
Mid Cap Value Portfolio Seeks above-average total return over a market MSDW
cycle of three to five years by investing in
common stock and 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).
Technology Portfolio Seeks long-term capital appreciation by investing MSDW
primarily in equity securities of companies that
the investment adviser expects to benefit from
their involvement in technology or
technolgy-related industries.
Value Portfolio Seeks above-average total return over a market MAS
cycle of 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
FUND, INC.
Capital Fund Seeks capital appreciation, primarily through Salomon Brothers Asset
investments in common stocks which are believed Management ("SBAM")
to have above-average price appreciation
potential and which may involve above average
risk.
</TABLE>

10
<PAGE> 97

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
High Yield Bond Fund Seeks to maximize current income, and, SBAM
secondarily, to seek capital appreciation through
investments in medium or lower rating categories.
Investors Fund Seeks long-term growth of capital, and, SBAM
secondarily, current income, through investments
in common stocks of well-known companies.
Small Cap Growth Fund Seeks long-term growth of capital by investing SBAM
primarily in equity securities of companies with
market capitalizations similar to that of
companies included in the Russell 2000 Index.
Strategic Bond Fund Seeks a high level of current income. As a SBAM
secondary objective, the portfolio will seek
capital appreciation.
VAN KAMPEN LIFE INVESTMENT TRUST
Comstock Portfolio Seeks capital growth and income through Van Kampen Asset
investments in equity securities Management, Inc. ("VKAM")
Domestic Income Portfolio Seeks current income primarily and capital VKAM
appreciation as a secondary objective only when
consistent with its primary investment objective.
The Portfolio attempts to 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 Portfolio Seeks capital appreciation by investing primarily VKAM
in common stocks of companies considered to be
emerging growth companies.
Enterprise Portfolio Seeks capital appreciation through investments VKAM
believed by the Adviser to have above-average
potential for capital appreciation.
Government Portfolio Seeks to provide investors with a high current VKAM
return 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 Portfolio Seeks long-term growth of capital and income by VKAM
investing primarily in income-producing equity
securities, including common stocks and
convertible securities.
Money Market Portfolio Seeks protection of capital and high current VKAM
income through investments in money market
instruments. Investments in the Money Market
Portfolio are neither insured nor guaranteed by
the U.S. Government. Although the Money Market
Portfolio seeks to maintain a stable net asset
value of $1.00 per share, there is no assurance
that it will be able to do so.
Morgan Stanley Real Estate Seeks long-term growth of capital, with current VKAM
Securities Portfolio income as a secondary consideration, by investing
principally in securities of companies operating
in the real estate industry ("Real Estate
Securities). A "real estate industry company" is
a company that derives at least 50% of its assets
(market to market), gross income or net profits
from the ownership, construction, management or
sale of residential, commercial or industrial
real estate.
</TABLE>

11
<PAGE> 98

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
GENERAL

- the ability for you to make withdrawals and surrenders under the
Contracts;

- the death benefit paid on the death of the contract owner, annuitant, or
first of the joint owners,

- the available funding options and related programs (including dollar-cost
averaging, portfolio rebalancing, and systematic withdrawal programs);

- administration of the annuity options available under the Contracts; and

- the distribution of various reports to contract owners.

Costs and expenses we incur include:

- losses associated with various overhead and other expenses associated
with providing the services and benefits provided by the Contracts,

- sales and marketing expenses including commission payments to your sales
agent, and

- other costs of doing business.

Risks we assume include:

- that annuitants may live longer than estimated when the annuity factors
under the Contracts were established;

- that the amount of the death benefit will be greater than the contract
value, and

- that the costs of providing the services and benefits under the Contracts
will exceed the charges deducted.

We may also deduct a charge for taxes.

Unless otherwise specified, charges are deducted proportionately from all
funding options in which you are invested.

WITHDRAWAL CHARGE

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE WITHDRAWAL
PAYMENT MADE CHARGE
<S> <C>
0-1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 and over 0%
</TABLE>

12
<PAGE> 99

For purposes of the withdrawal charge calculation, withdrawals are deemed to be
taken first from:

(a) any purchase payment to which no withdrawal charge applies, and then

(b) any remaining free withdrawal allowance (as described below) (after
being reduced by (a)), then

(d) from any Contract earnings.

Unless you instruct us otherwise, we will deduct the withdrawal charge from the
amount requested.

We will not deduct a withdrawal charge:

- due to the death of the contract owner or the annuitant (with no
contingent annuitant surviving);

- if an annuity payout has begun

- due to a minimum distribution under our minimum distribution rules then
in effect; or

- if an income option of at least five year's duration is begun after the
first contract year.

FREE WITHDRAWAL ALLOWANCE

ADMINISTRATIVE CHARGES

(1) from the distribution of death proceeds;

(2) after an annuity payout has begun, or

(3) if the contract value on the date of assessment equals or is greater
than $40,000.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk ("M&E")
charge from amounts held in the variable funding options. The deduction is
reflected in our calculation of accumulation and annuity unit values. The
charges stated are the maximum for this product. We reserve the right to lower
this charge at any time. This charge equals, on an annual basis, 1.25% of the
amounts held in the variable funding options. This charge compensates the
Company for various risks assumed, benefits provided and expenses incurred,
including the payment of commissions to your sales agent.

13
<PAGE> 100

FUNDING OPTION EXPENSES

The charges and expenses of the 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.

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

DOLLAR COST AVERAGING

14
<PAGE> 101

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

SYSTEMATIC WITHDRAWALS

15
<PAGE> 102

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.

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

You name the beneficiary in a written request. The beneficiary has the right to
receive any death benefit proceeds under the contract upon the death of the
annuitant or a contract owner. If more than one beneficiary survives the
annuitant or contract owner, 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. In the case of a non-spousal
beneficiary or a spousal beneficiary who has not chosen to assume the contract,
the death benefit proceeds will be held in a fixed account until the beneficiary
elects a Settlement Option or takes a distribution.

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

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

16
<PAGE> 103

DEATH BENEFIT

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

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 step-up values (if any, as described below).

50,000 x (10,000/55,000) = 9,090

Your new step-up value would be 50,000-9,090, or $40,910.

50,000 x (10,000/30,000) = 16,666

Your new step-up value would be 50,000-16,666, or $33,334.

DEATH OF ANY OWNER OR THE ANNUITANT ON OR AFTER AGE 80. The Company will pay to
the beneficiary a death benefit in an amount equal to the greatest of (1), (2)
or (3) below, each reduced by any applicable premium tax or outstanding loans:

(1) the contract value; or

(2) the total purchase payments made under the Contract less all
partial withdrawals.

17
<PAGE> 104

PAYMENT OF PROCEEDS

NONQUALIFIED CONTRACTS

18
<PAGE> 105

QUALIFIED CONTRACTS

DEATH PROCEEDS AFTER THE MATURITY DATE

THE ANNUITY PERIOD

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

MATURITY DATE

19
<PAGE> 106

another person, and thereafter during the lifetime of the survivor. We may
require proof that the annuitant is alive before annuity payments are made. Not
all options may be available in all states.

You may choose to annuitize at any time after you purchase the contract. 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. (In
certain states, the maturity date elected may not be later than the annuitant's
90th birthday; refer to your Contract.)

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. If, at the time annuity payments begin,
no election has been made to the contrary, the contract value will be applied to
provide an annuity funded by the same investment options as you have selected
during the accumulation period. At least 30 days before the maturity date, you
may transfer the contract value among the funding options in order to change the
basis on which annuity payments will be determined. (See "Transfers.")

VARIABLE ANNUITY

20
<PAGE> 107

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," except that the amount
applied to begin the annuity will be determined as of the date annuity payments
begin. Payout rates will not be lower than those shown in the Contract. 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. Once annuity or income payments have
begun, no further elections are allowed.

ANNUITY OPTIONS

21
<PAGE> 108

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

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

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

RIGHT TO RETURN

TERMINATION

22
<PAGE> 109

REQUIRED REPORTS

SUSPENSION OF PAYMENTS

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

Where state law permits, we may allow 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 ACCOUNTS
- --------------------------------------------------------------------------------

The Travelers Insurance Company and the Travelers Life and Annuity Company each
sponsor separate accounts: The Travelers Fund ABD for Variable Annuities ("Fund
ABD") and the Travelers Fund ABD II for Variable Annuities ("Fund ABD II"),
respectively. Both Fund ABD and Fund ABD II were established on November 5, 1997
and are registered with the SEC as unit investment trusts (separate account)
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Separate Account assets attributable to the Contracts will be invested
exclusively in the shares of the variable funding options.

PERFORMANCE INFORMATION

23
<PAGE> 110

fractional periods). The deduction for the annual contract administrative charge
is converted to a percentage of assets based on the actual fee collected,
divided by the average net assets for Contracts sold. Each quotation assumes a
total redemption at the end of each period with the applicable withdrawal charge
deducted at that time.

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

GENERAL TAXATION OF ANNUITIES

TAX-FREE EXCHANGES. The Internal Revenue Code provides that, generally, no gain
or loss is recognized when an annuity contract is received in exchange for a
life, endowment or annuity contract. Since different annuity contracts have
different expenses, fees and benefits, a tax-free exchange could result in your
investment becoming subject to higher or lower fees and/or expenses.

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

24
<PAGE> 111

plan called a Roth IRA. Under Roth IRAs, after-tax contributions accumulate
until maturity, when amounts (including earnings) may be withdrawn tax-free. 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

QUALIFIED ANNUITY CONTRACTS

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

25
<PAGE> 112

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

OWNERSHIP OF THE INVESTMENTS

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

TAXATION OF DEATH BENEFIT PROCEEDS

26
<PAGE> 113

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

THE INSURANCE COMPANIES

Please refer to the first page of the Summary of this prospectus to determine
which company issued your Contract.

FINANCIAL STATEMENTS

The financial statements for each insurance company and for each separate
account are located in their respective Statements of Additional Information.

IMSA

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

CONFORMITY WITH STATE AND FEDERAL LAWS

27
<PAGE> 114

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

LEGAL PROCEEDINGS AND OPINIONS

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.

THE TRAVELERS INSURANCE COMPANY

THE TRAVELERS LIFE AND ANNUITY COMPANY

There are no pending material legal proceedings affecting the Separate Account,
the principal underwriter or the Company.

28
<PAGE> 115

APPENDIX A:

TRAVELERS PREMIER ADVISERS

CONDENSED FINANCIAL INFORMATION

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

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES

ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD FROM
MAY 28, 1998
YEAR ENDED (EFFECTIVE DATE) TO
FUNDING OPTION 1999 DECEMBER 31, 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
EMERGING MARKETS EQUITY PORTFOLIO (5/98)
Unit Value at beginning of period....................... $ 0.769 $ 1.000
Unit Value at end of period............................. 1.476 0.769
Number of units outstanding at end of period............ 238,502 27,410
GLOBAL EQUITY PORTFOLIO (5/98)
Unit Value at beginning of period....................... $ 0.991 $ 1.000
Unit Value at end of period............................. 1.017 0.991
Number of units outstanding at end of period............ 508,044 163,749
MID CAP VALUE PORTFOLIO (5/98)
Unit Value at beginning of period....................... $ 1.042 $ 1.000
Unit Value at end of period............................. 1.235 1.042
Number of units outstanding at end of period............ 818,991 219,618
VALUE PORTFOLIO (5/98)
Unit Value at beginning of period....................... $ 0.880 $ 1.000
Unit Value at end of period............................. 0.852 0.880
Number of units outstanding at end of period............ 853,765 258,345
SALOMON BROTHERS VARIABLE SERIES FUND, INC.:
CAPITAL FUND (5/98)
Unit Value at beginning of period....................... $ 1.084 $ 1.000
Unit Value at end of period............................. 1.305 1.084
Number of units outstanding at end of period............ 216,465 55,964
YIELD BOND FUND (5/98)
Unit Value at beginning of period....................... $ 0.991 $ 1.000
Unit Value at end of period............................. 1.032 0.991
Number of units outstanding at end of period............ 208,039 117,685
INVESTORS FUND (4/98)
Unit Value at beginning of period....................... $ 1.029 $ 1.000
Unit Value at end of period............................. 1.132 1.029
Number of units outstanding at end of period............ 3,905,967 1,764,644
STRATEGIC BOND FUND (5/98)
Unit Value at beginning of period....................... $ 1.037 $ 1.000
Unit Value at end of period............................. 1.026 1.037
Number of units outstanding at end of period............ 344,250 127,127
VAN KAMPEN LIFE INVESTMENT TRUST:
COMSTOCK PORTFOLIO (5/99)
Unit Value at beginning of year......................... $ 1.000 --
Unit Value at end of year............................... 0.916 --
Number of units outstanding at end of year.............. 65,606 --
DOMESTIC INCOME PORTFOLIO (6/98)
Unit Value at beginning of period....................... $ 1.019 $ 1.000
Unit Value at end of period............................. 0.983 1.019
Number of units outstanding at end of period............ 533,733 116,317
EMERGING GROWTH PORTFOLIO (5/98)
Unit Value at beginning of period....................... $ 1.204 $ 1.000
Unit Value at end of period............................. 2.426 1.204
Number of units outstanding at end of period............ 483,237 27,189
ENTERPRISE PORTFOLIO (5/98)
Unit Value at beginning of period....................... $ 1.083 $ 1.000
Unit Value at end of period............................. 1.344 1.083
Number of units outstanding at end of period............ 953,537 233,972
</TABLE>

A-1
<PAGE> 116
APPENDIX A:
TRAVELERS PREMIER ADVISERS

CONDENSED FINANCIAL INFORMATION

- --------------------------------------------------------------------------------
THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

The Separate Account became effective on June 24, 1996, although this product
became active within this Separate Account in 1998. Funding Options not listed
had no amounts yet allocated to them. The financial statements for Fund ABD are
contained in the Annual Report, which is filed with the Securities and Exchange
Commission. The consolidated financial statements of The Travelers Insurance
Company and Subsidiaries are contained in the SAI.

A-2
<PAGE> 117

APPENDIX B:

TRAVELERS PREMIER ADVISERS

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
*PERIOD FROM
APRIL 8, 1998
YEAR ENDED (EFFECTIVE DATE) TO
FUNDING OPTION 1999 DECEMBER 31, 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
EMERGING MARKETS EQUITY PORTFOLIO (5/98)
Unit Value at beginning of period....................... $ 0.769 $ 1.000
Unit Value at end of period............................. 1.476 0.769
Number of units outstanding at end of period............ 1,187,791 325,885
GLOBAL EQUITY PORTFOLIO (5/98)
Unit Value at beginning of period....................... $ 0.991 $ 1.000
Unit Value at end of period............................. 1.017 0.991
Number of units outstanding at end of period............ 4,937,653 2,791,215
MID CAP VALUE PORTFOLIO (5/98)
Unit Value at beginning of period....................... $ 1.042 $ 1.000
Unit Value at end of period............................. 1.235 1.042
Number of units outstanding at end of period............ 5,752,898 3,208,568
VALUE PORTFOLIO (5/98)
Unit Value at beginning of period....................... $ 0.880 $ 1.000
Unit Value at end of period............................. 0.852 0.880
Number of units outstanding at end of period............ 6,166,448 2,812,523
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.:
CAPITAL FUND (5/98)
Unit Value at beginning of period....................... $ 1.084 $ 1.000
Unit Value at end of period............................. 1.305 1.084
Number of units outstanding at end of period............ 2,802,945 1,220,503
HIGH YIELD BOND FUND (5/98)
Unit Value at beginning of period....................... $ 0.991 $ 1.000
Unit Value at end of period............................. 1.032 0.991
Number of units outstanding at end of period............ 3,085,254 2,965,625
INVESTORS FUND (4/98)
Unit Value at beginning of period....................... $ 1.029 $ 1.000
Unit Value at end of period............................. 1.132 1.029
Number of units outstanding at end of period............ 8,670,638 3,232,444
STRATEGIC BOND FUND (5/98)
Unit Value at beginning of period....................... $ 1.037 $ 1.000
Unit Value at end of period............................. 1.026 1.037
Number of units outstanding at end of period............ 3,695,681 1,887,776
VAN KAMPEN LIFE INVESTMENT TRUST:
COMSTOCK PORTFOLIO (5/99)
Unit Value at beginning of period....................... $ 1.000
Unit Value at end of period............................. 0.916
Number of units outstanding at end of period............ 592,847
DOMESTIC INCOME PORTFOLIO (6/98)
Unit Value at beginning of period....................... $ 1.019 $ 1.000
Unit Value at end of period............................. 0.983 1.019
Number of units outstanding at end of period............ 2,370,354 922,300
</TABLE>

B-1
<PAGE> 118
APPENDIX B:

TRAVELERS PREMIER ADVISERS

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS FUND ABD II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

The date next to each funding option's name reflects the date money first came
into the funding option through the Separate Account. Funding Options not listed
had no amounts yet allocated to them. The financial statements for Fund ABD II
are contained in the Annual Report filed with the Securities and Exchange
Commission. The financial statements of The Travelers Life and Annuity Company
are contained in the SAI.

* The Travelers Fund ABD II for Variable Annuities first became effective June
24, 1996 although this product became active within this Separate Account on
April 8, 1998.

B-2
<PAGE> 119

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

THE FIXED ACCOUNT

TRANSFERS

C-1
<PAGE> 120

C-2
<PAGE> 121

APPENDIX D
- --------------------------------------------------------------------------------

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Insurance Company
Principal Underwriter

Distribution and Principal Underwriting Agreement

Valuation of Assets
Performance Information
Mixed and Shared Funding
Federal Tax Considerations
Independent Accountants
Financial Statements

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

Copies of the Statement of Additional Information dated May 1, 2000 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. The Travelers Insurance Company Statement
of Additional Information is printed on Form L-20686S, and the The Travelers
Life and Annuity Statement of Additional Information is printed on Form
L-20687S.

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

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

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

D-1
<PAGE> 122

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 123

L-21249 May 1, 2000

<PAGE> 124

PART B

Information Required in a Statement of Additional Information

<PAGE> 125

PORTFOLIO ARCHITECT
PORTFOLIO ARCHITECT SELECT
PREMIER ADVISERS

STATEMENT OF ADDITIONAL INFORMATION

dated

May 1, 2000

for

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES

ISSUED BY

THE TRAVELERS INSURANCE COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Individual Variable Annuity
Contract Prospectus dated May 1, 2000. A copy of the Prospectus may be obtained
by writing to The Travelers Insurance Company, Annuity Services, One Tower
Square, Hartford, Connecticut 06183-9061, or by calling (800) 842-9368 or by
accessing the Securities and Exchange Commission's website at
http://www.sec.gov.

TABLE OF CONTENTS

THE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . 1

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

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT . . . . . . . . 2

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

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

MIXED AND SHARED FUNDING . . . . . . . . . . . . . . . . . . . . 11

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . 11

INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . 14

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . F-1

<PAGE> 126

THE INSURANCE COMPANY

The Travelers Insurance Company (the "Company") is a stock insurance
company chartered in 1864 in Connecticut and continuously engaged in the
insurance business since that time. The Company 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's Home Office is located at One Tower Square, Hartford, Connecticut
06183 and its telephone number is (860) 277-0111.

The Company is a wholly owned subsidiary of The Travelers Insurance
Group Inc., an indirect, wholly owned subsidiary of Citigroup Inc.
("Citigroup"), a diversified holding company whose businesses provide a broad
range of financial services to consumer and corporate customers around the
world. Citigroup's activities are conducted through the Global Consumer, Global
Corporate and Investment Bank, Global Investment Management and Private Banking,
and Investment Activities segments.

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

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

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

PRINCIPAL UNDERWRITER

CFBDS, Inc. serves as principal underwriter for Fund ABD and the
Contracts. The offering is continuous. CFBDS's principal executive offices are
located at 21 Milk Street, Boston, Massachusetts. CFBDS is not affiliated with
the Company or Fund ABD. However, it is currently anticipated that Travelers
Distribution LLC, an affiliated broker dealer, may become the principal
underwriter for the Contracts during the year 2000.

1
<PAGE> 127

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT

Under the terms of the Distribution and Principal Underwriting
Agreement among Fund ABD, CFBDS and the Company, CFBDS acts as agent for the
distribution of the Contracts and as principal underwriter for the Contracts.
The Company reimburses CFBDS for certain sales and overhead expenses connected
with sales functions.

VALUATION OF ASSETS

FUNDING OPTIONS: The value of the assets of each Funding Option is determined at
4:00 p.m. eastern time on each business day, unless we need to close earlier due
to an emergency. A business day is any day the New York Stock Exchange is open.
Each security traded on a national securities exchange is valued at the last
reported sale price on the business day. If there has been no sale on that day,
then the value of the security is taken to be the mean between the reported bid
and asked prices on the business day or on the basis of quotations received from
a reputable broker or any other recognized source.

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

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

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

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

(a) = investment income plus capital gains and losses (whether realized or
unrealized);
(b) = any deduction for applicable taxes (presently zero); and
(c) = the value of the assets of the Funding Option at the beginning
of the valuation period.

2
<PAGE> 128

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

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

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

PERFORMANCE INFORMATION

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

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

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 applicable withdrawal charge or the 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 Fund ABD, the nonstandardized average annual total return
quotations will reflect the investment performance that such Funding Options
would have achieved (reduced by the applicable charges) had

3
<PAGE> 129

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 ABD and the Funding Options.

Average annual total returns for each of the Funding Options computed
according to the standardized and nonstandardized methods for the period ending
December 31, 1999 are set forth in the following tables.

4
<PAGE> 130

TRAVELERS PORTFOLIO ARCHITECT
STANDARDIZED PERFORMANCE UPDATE AS OF 12/31/99

STOCK ACCOUNTS: 1 Year 5 Year 10 Year (or inception) Inception Date#
<S> <C> <C> <C> <C>
Alliance Growth Portfolio 24.42% - 28.44% 12/17/96
Capital Appreciation Fund (Janus) 45.40% - 44.27% 12/16/96
Delaware Investments REIT Series -9.73% - -11.82% 5/12/98
Dreyfus Capital Appreciation Portfolio 3.91% - 8.98% 4/1/98
Dreyfus Small Cap Portfolio 15.44% - -0.14% 4/8/98
Equity Income Portfolio (Fidelity) -2.54% - 13.89% 12/16/96
Equity Index Portfolio Class II * - - 12.43% 6/1/99
Federated Stock Portfolio -2.12% - 14.65% 1/10/97
Large Cap Portfolio (Fidelity) 21.53% - 27.11% 12/17/96
Lazard International Stock Portfolio 14.02% - 11.95% 12/16/96
MFS Emerging Growth Portfolio 68.33% - 38.90% 12/16/96
MFS Mid Cap Growth Portfolio 55.91% - 29.25% 4/30/98
MFS Research Portfolio 15.96% - 12.76% 5/12/98
Salomon Brothers Investors Fund 4.10% - 4.12% 4/8/98
Strategic Stock Portfolio -2.49% - -1.83% 7/31/98
Travelers Disciplined Mid Cap Stock Portfolio 5.90% - 16.81% 6/5/97
Travelers Disciplined Small Cap Stock Portfolio 12.74% - 0.07% 5/8/98
Warburg Pincus Emerging Markets Portfolio 72.90% - 14.82% 5/15/98
BOND ACCOUNTS:
Federated High Yield Portfolio -4.34% - 4.67% 1/3/97
Putnam Diversified Income Portfolio -6.28% - 0.29% 12/16/96
Travelers Convertible Bond Portfolio 11.05% - 6.60% 5/12/98
Travelers Quality Bond Portfolio -6.30% - 2.49% 12/17/96
BALANCED ACCOUNTS:
MFS Total Return Portfolio -4.79% - 8.34% 1/10/97
MONEY MARKET ACCOUNTS:
Travelers Money Market Portfolio -2.48% - 1.94% 2/4/97
</TABLE>

* Certain funds offer multiple classes of shares. The performance above may
reflect the fees and performance of another class of the same fund for periods
before the current class existed. If the current class's 12b-1 fee and other
expenses were higher, the performance shown would be lower. # The inception
date used to calculate standardized performance is based on the date that the
investment option became active in the product.

5
<PAGE> 131

TRAVELERS PORTFOLIO ARCHITECT
NONSTANDARDIZED PERFORMANCE UPDATE AS OF 12/31/99

<TABLE>
<CAPTION>
Cumulative Returns
-----------------------------------------------------
YTD 1 YR 3YR 5YR 10YR

- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
STOCK ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 30.42% 30.42% 111.14% 258.21% -
- -----------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund (Janus) 51.40% 51.40% 200.28% 410.44% 675.75%
- -----------------------------------------------------------------------------------------------------------------
Delaware Investments REIT Series -3.97% -3.97% - - -
- -----------------------------------------------------------------------------------------------------------------
Dreyfus Capital Appreciation Portfolio 9.91% 9.91% 78.38% 190.94% -
- -----------------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Portfolio 21.44% 21.44% 33.25% 95.52% -
- -----------------------------------------------------------------------------------------------------------------
Equity Income Portfolio (Fidelity) 3.46% 3.46% 49.64% - -
- -----------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II * 18.91% 18.91% 98.43% 228.46% -
- -----------------------------------------------------------------------------------------------------------------
Federated Stock Portfolio 3.88% 3.88% 59.01% - -
- -----------------------------------------------------------------------------------------------------------------
Large Cap Portfolio (Fidelity) 27.53% 27.53% 107.54% - -
- -----------------------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio 20.02% 20.02% 42.12% - -
- -----------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 74.33% 74.33% 175.49% - -
- -----------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio 61.91% 61.91% - - -
- -----------------------------------------------------------------------------------------------------------------
MFS Research Portfolio 21.96% 21.96% - - -
- -----------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund 10.10% 10.10% - - -
- -----------------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio 3.51% 3.51% - - -
- -----------------------------------------------------------------------------------------------------------------
Travelers Disciplined Mid Cap Stock Portfolio 11.90% 11.90% - - -
- -----------------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio 18.74% 18.74% - - -
- -----------------------------------------------------------------------------------------------------------------
Warburg Pincus Emerging Markets Portfolio 78.90% 78.90% - - -
- -----------------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------
Federated High Yield Portfolio 1.66% 1.66% 19.51% - -
- -----------------------------------------------------------------------------------------------------------------
Putnam Diversified Income Portfolio -0.30% -0.30% 5.16% 29.92% -
- -----------------------------------------------------------------------------------------------------------------
Travelers Convertible Bond Portfolio 17.05% 17.05% - - -
- -----------------------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio -0.32% -0.32% 12.66% - -
- -----------------------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 1.21% 1.21% 33.22% 86.43% -
- -----------------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------
Travelers Money Market Portfolio 3.52% 3.52% 11.10% 17.30% 36.70%
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Average Annual Returns Calendar Year Returns
------------------------------------------------------------------------------------
3YR 5YR 10YR Inception Inception 1998 1997 1996
To Date Date #
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STOCK ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 28.29% 29.05% - 26.96% 6/20/94 27.23% 27.24% 27.58%
- -----------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund (Janus) 44.27% 38.52% 22.72% 14.03% 5/16/83 59.47% 24.38% 26.41%
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Investments REIT Series - - - -8.30% 5/6/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Dreyfus Capital Appreciation Portfolio 21.28% 23.80% - 18.40% 4/5/93 28.50% 26.30% 23.84%
- -----------------------------------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Portfolio 10.04% 14.34% - 33.81% 8/31/90 -4.70% 15.14% 14.98%
- -----------------------------------------------------------------------------------------------------------------------------------
Equity Income Portfolio (Fidelity) 14.38% - - 16.47% 8/30/96 10.85% 30.48% -
- -----------------------------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II * 25.66% 26.84% - 19.54% 11/30/91 26.81% 31.59% 21.78%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated Stock Portfolio 16.72% - - 18.90% 8/30/96 16.25% 31.67% -
- -----------------------------------------------------------------------------------------------------------------------------------
Large Cap Portfolio (Fidelity) 27.56% - - 29.02% 8/30/96 33.69% 21.74% -
- -----------------------------------------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio 12.43% - - 13.11% 8/1/96 11.06% 6.63% -
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 40.19% - - 37.68% 8/30/96 32.42% 19.34% -
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio - - - 30.80% 3/23/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Research Portfolio - - - 14.73% 3/23/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund - - - 10.38% 2/17/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio - - - -2.01% 5/6/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Mid Cap Stock Portfolio - - - 21.69% 4/1/97 15.30% - -
- -----------------------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio - - - 2.73% 5/1/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Emerging Markets Portfolio - - - 21.65% 12/31/97 -17.28% - -
- -----------------------------------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------------------------
Federated High Yield Portfolio 6.12% - - 7.68% 8/30/96 3.25% 13.85% -
- -----------------------------------------------------------------------------------------------------------------------------------
Putnam Diversified Income Portfolio 1.69% 5.37% - 4.98% 6/20/94 -0.74% 6.26% 6.72%
- -----------------------------------------------------------------------------------------------------------------------------------
Travelers Convertible Bond Portfolio - - - 9.91% 5/1/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio 4.05% - - 4.58% 8/30/96 6.98% 5.65% -
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 10.03% 13.26% - 11.46% 6/20/94 10.10% 19.56% 12.90%
- -----------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------------------------
Travelers Money Market Portfolio 3.57% 3.24% 3.17% 3.62% 12/31/87 3.59% 3.60% 2.72%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Certain funds offer multiple classes of shares. The performance above may
reflect the fees and performance of another class of the same fund for periods
before the current class existed. If the current class's 12b-1 fee and other
expenses were higher, the performance shown would be lower. # The inception
date is the date that the underlying fund commenced operations

6
<PAGE> 132

TRAVELERS PORTFOLIO ARCHITECT SELECT
STANDARDIZED PERFORMANCE UPDATE AS OF 12/31/99

<TABLE>
<CAPTION>
STOCK ACCOUNTS: 1 Year 5 Year 10 Year (or Inception Date #
inception)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alliance Growth Portfolio 24.41% - 28.43% 12/17/96
- ---------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund (Janus) 45.39% - 44.26% 12/16/96
- ---------------------------------------------------------------------------------------------------------------------------------
Delaware Investments REIT Series -9.74% - -11.82% 5/12/98
- ---------------------------------------------------------------------------------------------------------------------------------
Dreyfus Capital Appreciation Portfolio 3.90% - 8.98% 4/1/98
- ---------------------------------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Portfolio 15.43% - -0.15% 4/8/98
- ---------------------------------------------------------------------------------------------------------------------------------
Equity Income Portfolio (Fidelity) -2.55% - 13.89% 12/16/96
- ---------------------------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II * - - 12.41% 6/1/99
- ---------------------------------------------------------------------------------------------------------------------------------
Federated Stock Portfolio -2.13% - 14.65% 1/10/97
- ---------------------------------------------------------------------------------------------------------------------------------
Large Cap Portfolio (Fidelity) 21.52% - 27.11% 12/17/96
- ---------------------------------------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio 14.01% - 11.95% 12/16/96
- ---------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 68.32% - 38.90% 12/16/96
- ---------------------------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio 55.90% - 29.25% 4/30/98
- ---------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund 4.09% - 4.12% 4/8/98
- ---------------------------------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Portfolio 5.54% - 13.45% 6/11/97
- ---------------------------------------------------------------------------------------------------------------------------------
Smith Barney Total Return Portfolio 14.31% - 5.19% 5/14/98
- ---------------------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Mid Cap Stock Portfolio 5.89% - 16.80% 6/5/97
- ---------------------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio 12.73% - 0.06% 5/8/98
- ---------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Emerging Markets Portfolio 72.89% - 14.81% 5/15/98
- ---------------------------------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- ---------------------------------------------------------------------------------------------------------------------------------
Federated High Yield Portfolio -4.35% - 4.67% 1/3/97
- ---------------------------------------------------------------------------------------------------------------------------------
Smith Barney Diversified Strategic Income Portfolio -5.70% - 2.05% 6/12/97
- ---------------------------------------------------------------------------------------------------------------------------------
Travelers Convertible Bond Portfolio 11.04% - 6.60% 5/12/98
- ---------------------------------------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio -6.31% - 2.49% 12/17/96
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- ---------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio -4.80% - 8.33% 1/10/97
- ---------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- ---------------------------------------------------------------------------------------------------------------------------------
Travelers Money Market Portfolio -2.49% - 1.94% 2/4/97
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

7
<PAGE> 133

TRAVELERS PORTFOLIO ARCHITECT SELECT
NONSTANDARDIZED PERFORMANCE UPDATE AS OF 12/31/99

<TABLE>
<CAPTION>
Cumulative Returns
----------------------------------------------------
YTD 1 YR 3YR 5YR 10YR

- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
STOCK ACCOUNTS:
- --------------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 30.42% 30.42% 111.1% 258.2%
- --------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund (Janus) 51.40% 51.40% 200.3% 410.4% 675.8%
- --------------------------------------------------------------------------------------------------------------------
Delaware Investments REIT Series -3.97% -3.97%
- --------------------------------------------------------------------------------------------------------------------
Dreyfus Capital Appreciation Portfolio 9.91% 9.91% 78.4% 190.9%
- --------------------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Portfolio 21.44% 21.44% 33.2% 95.5%
- --------------------------------------------------------------------------------------------------------------------
Equity Income Portfolio (Fidelity) 3.46% 3.46% 49.6%
- --------------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II * 18.91% 18.91% 98.4% 228.5%
- --------------------------------------------------------------------------------------------------------------------
Federated Stock Portfolio 3.88% 3.88% 59.0%
- --------------------------------------------------------------------------------------------------------------------
Large Cap Portfolio (Fidelity) 27.53% 27.53% 107.5%
- --------------------------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio 20.02% 20.02% 42.1%
- --------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 74.33% 74.33% 175.5%
- --------------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio 61.91% 61.91%
- --------------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund 10.10% 10.10%
- --------------------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Portfolio 11.55% 11.55% 63.4% 145.4%
- --------------------------------------------------------------------------------------------------------------------
Smith Barney Total Return Portfolio 20.32% 20.32% 43.6% 118.8%
- --------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Mid Cap Stock Portfolio 11.90% 11.90%
- --------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio 18.74% 18.74%
- --------------------------------------------------------------------------------------------------------------------
Warburg Pincus Emerging Markets Portfolio 78.90% 78.90%
- --------------------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- --------------------------------------------------------------------------------------------------------------------
Federated High Yield Portfolio 1.66% 1.66% 19.5%
- --------------------------------------------------------------------------------------------------------------------
Smith Barney Diversified Strategic Income Portfolio 0.31% 0.31% 12.2% 40.9%
- --------------------------------------------------------------------------------------------------------------------
Travelers Convertible Bond Portfolio 17.05% 17.05%
- --------------------------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio -0.32% -0.32% 12.7%
- --------------------------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- --------------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 1.21% 1.21% 33.2% 86.4%
- --------------------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- --------------------------------------------------------------------------------------------------------------------
Travelers Money Market Portfolio 3.52% 3.52% 11.1% 17.3% 36.7%
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Average Annual Returns Calendar Year Returns
------------------------------------------------------------------------------
Inception Inception
3YR 5YR 10YR To Date Date # 1998 1997 1996
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STOCK ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 28.29% 29.05% 26.96% 6/20/94 27.23% 27.24% 27.58%
- -----------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund (Janus) 44.27% 38.52% 22.72% 14.03% 5/16/83 59.47% 24.38% 26.41%
- -----------------------------------------------------------------------------------------------------------------------------------
Delaware Investments REIT Series -8.30% 5/6/98
- -----------------------------------------------------------------------------------------------------------------------------------
Dreyfus Capital Appreciation Portfolio 21.28% 23.80% 18.40% 4/5/93 28.50% 26.30% 23.84%
- -----------------------------------------------------------------------------------------------------------------------------------
Dreyfus Small Cap Portfolio 10.04% 14.34% 33.81% 8/31/90 -4.70% 15.14% 14.98%
- -----------------------------------------------------------------------------------------------------------------------------------
Equity Income Portfolio (Fidelity) 14.38% 16.47% 8/30/96 10.85% 30.48%
- -----------------------------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II * 25.66% 26.84% 19.54% 11/30/91 26.81% 31.59% 21.78%
- -----------------------------------------------------------------------------------------------------------------------------------
Federated Stock Portfolio 16.72% 18.90% 8/30/96 16.25% 31.67%
- -----------------------------------------------------------------------------------------------------------------------------------
Large Cap Portfolio (Fidelity) 27.56% 29.02% 8/30/96 33.69% 21.74%
- -----------------------------------------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio 12.43% 13.11% 8/1/96 11.06% 6.63%
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 40.19% 37.68% 8/30/96 32.42% 19.34%
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio 30.80% 3/23/98
- -----------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund 10.38% 2/17/98
- -----------------------------------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Portfolio 17.77% 19.66% 13.19% 10/16/91 17.47% 24.66% 18.24%
- -----------------------------------------------------------------------------------------------------------------------------------
Smith Barney Total Return Portfolio 12.83% 16.94% 15.35% 12/3/93 3.60% 15.22% 23.68%
- -----------------------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Mid Cap Stock Portfolio 21.69% 4/1/97 15.30%
- -----------------------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio 2.73% 5/1/98
- -----------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Emerging Markets Portfolio 21.65% 12/31/97 -17.28%
- -----------------------------------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------------------------
Federated High Yield Portfolio 6.12% 7.68% 8/30/96 3.25% 13.85%
- -----------------------------------------------------------------------------------------------------------------------------------
Smith Barney Diversified Strategic Income Portfolio 3.92% 7.10% 5.19% 10/16/91 4.93% 6.63% 9.72%
- -----------------------------------------------------------------------------------------------------------------------------------
Travelers Convertible Bond Portfolio 9.91% 5/1/98
- -----------------------------------------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio 4.05% 4.58% 8/30/96 6.98% 5.65%
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 10.03% 13.26% 11.46% 6/20/94 10.10% 19.56% 12.90%
- -----------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- -----------------------------------------------------------------------------------------------------------------------------------
Travelers Money Market Portfolio 3.57% 3.24% 3.17% 3.62% 12/31/87 3.59% 3.60% 2.72%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Certain funds offer multiple classes of shares. The performance above may
reflect the fees and performance of another class of the same fund for periods
before the current class existed. If the current class's 12b-1 fee and other
expenses were higher, the performance shown would be lower. # The inception
date is the date that the underlying fund commenced operations

8
<PAGE> 134

TRAVELERS PREMIER ADVISERS
STANDARDIZED PERFORMANCE UPDATE AS OF 12/31/99

STOCK FUNDS: 1 Year 5 Year 10 Year (or Inception
inception) Date #
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MSDW Universal Funds Emerging Markets Equity Port. 86.96% - 24.50% 5/22/98
- -----------------------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Global Equity Portfolio -3.37% - -2.70% 5/19/98
- -----------------------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Mid Cap Value Portfolio 12.42% - 10.44% 5/20/98
- -----------------------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Value Portfolio -9.01% - -12.85% 5/20/98
- -----------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Capital Fund 14.37% - 14.54% 5/22/98
- -----------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund 4.08% - 4.10% 4/8/98
- -----------------------------------------------------------------------------------------------------------------------------
Van Kampen Comstock Portfolio - - -20.83% 5/11/99
- -----------------------------------------------------------------------------------------------------------------------------
Van Kampen Emerging Growth Portfolio 95.54% - 70.65% 5/22/98
- -----------------------------------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio 18.08% - 16.77% 5/22/98
- -----------------------------------------------------------------------------------------------------------------------------
Van Kampen Growth and Income Portfolio 5.40% - 5.30% 5/22/98
- -----------------------------------------------------------------------------------------------------------------------------
Van Kampen LIT Real Estate Securities Portfolio -10.45% - -12.02% 5/22/98
- -----------------------------------------------------------------------------------------------------------------------------
BOND FUNDS:
- -----------------------------------------------------------------------------------------------------------------------------
Salomon Brothers High Yield Bond Fund -1.97% - -1.78% 5/20/98
- -----------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Strategic Bond Fund -6.98% - -2.11% 5/20/98
- -----------------------------------------------------------------------------------------------------------------------------
Van Kampen Domestic Income Portfolio -9.28% - -4.94% 6/10/98
- -----------------------------------------------------------------------------------------------------------------------------
Van Kampen Government Portfolio -10.44% - -3.62% 5/21/98
- -----------------------------------------------------------------------------------------------------------------------------
MONEY MARKET FUNDS:
- -----------------------------------------------------------------------------------------------------------------------------
Van Kampen Money Market Portfolio -2.85% - -0.32% 5/19/98
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

# The inception date used to calculate standardized performance is based on the
date that the investment option became active in the product.

9
<PAGE> 135

TRAVELERS PREMIER ADVISERS
NON STANDARDIZED PERFORMANCE UPDATE AS OF 12/31/99

<TABLE>
<CAPTION>
Cumulative Returns
------------------------------------------------------

YTD 1 YR 3YR 5YR 10YR
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
STOCK FUNDS:
- ------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Emerging Markets Equity Port. 92.99% 92.99% 42.71% - -
- ------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Global Equity Portfolio 2.65% 2.65% - - -
- ------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Mid Cap Value Portfolio 18.45% 18.45% - - -
- ------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Value Portfolio -3.18% -3.18% - - -
- ------------------------------------------------------------------------------------------------------------
Salomon Brothers Capital Fund 20.39% 20.39% - - -
- ------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund 10.10% 10.10% - - -
- ------------------------------------------------------------------------------------------------------------
Van Kampen Comstock Portfolio - - - - -
- ------------------------------------------------------------------------------------------------------------
Van Kampen Emerging Growth 101.57% 101.57% 224.73% - -
- ------------------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio 24.11% 24.11% 97.11% 227.80% 339.63%
- ------------------------------------------------------------------------------------------------------------
Van Kampen Growth and Income 11.42% 11.42% 57.65% - -
- ------------------------------------------------------------------------------------------------------------
Van Kampen LIT Real Estate Securities Portfolio -4.72% -4.72% -0.46% - -
- ------------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- ------------------------------------------------------------------------------------------------------------
Salomon Brothers High Yield Bond Fund 4.05% 4.05% - - -
- ------------------------------------------------------------------------------------------------------------
Salomon Brothers Strategic Bond Fund -1.02% -1.02% - - -
- ------------------------------------------------------------------------------------------------------------
Van Kampen Domestic Income Portfolio -3.47% -3.47% 12.47% 41.62% 85.95%
- ------------------------------------------------------------------------------------------------------------
Van Kampen Government Portfolio -4.70% -4.70% 11.45% 29.68% 65.61%
- ------------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- ------------------------------------------------------------------------------------------------------------
Van Kampen Money Market Portfolio 3.17% 3.17% 11.01% 19.40% 39.52%
- ------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Average Annual Returns Calendar Year Returns
-----------------------------------------------------------------------------
3YR 5YR 10YR Inception Inception 1998 1997 1996
To Date Date #
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STOCK FUNDS:
- ----------------------------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Emerging Markets Equity Port. 12.59% - - 10.74% (10/96) -25.24% -1.09% -
- ----------------------------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Global Equity Portfolio - - - 10.83% (1/97) 11.91% - -
- ----------------------------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Mid Cap Value Portfolio - - - 23.53% (1/97) 14.34% - -
- ----------------------------------------------------------------------------------------------------------------------------------
MSDW Universal Funds Value Portfolio - - - 3.66% (1/97) -3.61% - -
- ----------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Capital Fund - - - 19.87% (2/98) - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund - - - 10.38% (2/98) - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Comstock Portfolio - - - -6.41% (5/99) - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Emerging Growth 48.08% - - 38.62% (7/95) 35.64% 18.77% 15.03%
- ----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio 25.38% 26.78% 15.95% 12.87% (4/86) 23.23% 28.88% 23.07%
- ----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Growth and Income 16.39% - - 16.13% (12/96) 18.01% 19.90% -
- ----------------------------------------------------------------------------------------------------------------------------------
Van Kampen LIT Real Estate Securities Portfolio -0.15% - - 9.15% (7/95) -12.82% 19.83% 38.43%
- ----------------------------------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- ----------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers High Yield Bond Fund - - - 1.90% (5/98) - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Strategic Bond Fund - - - 2.03% (2/98) - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Domestic Income Portfolio 3.99% 7.20% 6.40% 5.82% (11/87) 5.57% 10.36% 5.19%
- ----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Government Portfolio 3.68% 5.33% 5.17% 5.02% (4/86) 8.19% 8.10% 0.69%
- ----------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- ----------------------------------------------------------------------------------------------------------------------------------
Van Kampen Money Market Portfolio 3.54% 3.61% 3.38% 4.03% (4/86) 3.86% 3.60% 3.42%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

# The inception date is the date that the underlying fund commenced operations.

10
<PAGE> 136

MIXED AND SHARED FUNDING

Certain variable annuity separate accounts and variable life
insurance separate accounts may invest in the Funding Options simultaneously
(called "mixed" and "shared" funding). It is conceivable that in the future it
may be disadvantageous to do so. Although the Company and the Funding Options do
not currently foresee any such disadvantages either to variable annuity contract
owners or variable life policy owners, each Funding Option's Board of Directors
intends to monitor events in order to identify any material conflicts between
them and to determine what action, if any, should be taken. If a Board of
Directors was to conclude that separate funds should be established for variable
life and variable annuity separate accounts, the variable annuity contract
owners would not bear any of the related expenses, but variable annuity contract
owners and variable life insurance policy owners would no longer have the
economies of scale resulting from a larger combined fund.

FEDERAL TAX CONSIDERATIONS

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

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS
Federal tax law generally requires that minimum annual distributions
begin by April 1st of the calendar year following the calendar year in which a
participant under a qualified plan, a Section 403(b) annuity, or an IRA attains
age 701/2. Distributions must also begin or be continued according to required
patterns following the death of the contract owner or the annuitant.

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

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

Those receiving partial distributions made before the maturity date
will generally be taxed on an income-first basis to the extent of income in the
contract. If you are exchanging another annuity contract for this annuity,
certain pre-August 14, 1982 deposits into an annuity contract that have been
placed in the contract by means of a tax-deferred exchange under Section 1035 of
the Code may be

11
<PAGE> 137

withdrawn first without income tax liability. This information on deposits must
be provided to the Company by the other insurance company at the time of the
exchange. There is income in the contract generally to the extent the cash value
exceeds the investment in the contract. The investment in the contract is equal
to the amount of premiums paid less any amount received previously, which was
excludable from gross income. Any direct or indirect borrowing against the value
of the contract or pledging of the contract as security for a loan will be
treated as a cash distribution under the tax law.

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

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

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

SIMPLE Plan IRA Form

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

ROTH IRAs
Effective January 1, 1998, Section 408A of the Code permits certain
individuals to contribute to a Roth IRA. Eligibility to make contributions is
based upon income, and the applicable limits vary based on marital status and/or
whether the contribution is a rollover contribution from another IRA or an
annual contribution. Contributions to a Roth IRA, which are subject to certain
limitations ($2,000 per year for annual contributions), are not deductible and
must be made in cash or as a rollover or transfer from another Roth IRA or other
IRA. A conversion of a "traditional" IRA to a Roth IRA may

12
<PAGE> 138

be subject to tax and other special rules apply. You should consult a tax
adviser before combining any converted amounts with other Roth IRA
contributions, including any other conversion amounts from other tax years.

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

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

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

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

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

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

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

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

(c) a minimum required distribution as defined under the tax law is
taken after the attainment of the age of 701/2 or as otherwise
required by law.

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

13
<PAGE> 139

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

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

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

The portion of a periodic distribution, which constitutes taxable income,
will be subject to federal income tax withholding under the wage withholding
tables as if the recipient were married claiming three exemptions. A recipient
may elect not to have income taxes withheld or have income taxes withheld at a
different rate by providing a completed election form. Election forms will be
provided at the time distributions are requested. This form of withholding
applies to all annuity programs. As of January 1, 1999, a recipient receiving
periodic payments (e.g., monthly or annual payments under an annuity option)
which total $14,850 or less per year, will generally be exempt from periodic
withholding.

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

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

INDEPENDENT ACCOUNTANTS

The consolidated financial statements of The Travelers Insurance
Company and subsidiaries as of December 31, 1999 and 1998, and for each of the
years in the three-year period ended December 31, 1999, included herein, and the
financial statements of Fund ABD as of and for the year ended December 31, 1999,
also included herein, have been included in reliance upon the reports of KPMG
LLP, independent certified public accountants, appearing elsewhere herein, and
upon the authority of said firm as experts in accounting and auditing.

14
<PAGE> 140

ANNUAL REPORT
DECEMBER 31, 1999

THE TRAVELERS FUND ABD
FOR VARIABLE ANNUITIES

[TRAVELERS LIFE & ANNUITY LOGO]

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

<PAGE> 141

THE TRAVELERS FUND ABD
FOR VARIABLE ANNUITIES

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1999

<TABLE>
<S> <C> <C>
ASSETS:
Investments in eligible funds at market value:
Capital Appreciation Fund, 739,312 shares (cost $54,356,261) ......................... $ 80,437,113
Delaware Group Premium Fund, Inc., 35,749 shares (cost $309,301) ..................... 309,946
Dreyfus Variable Investment Fund, 294,479 shares (cost $11,721,151) .................. 13,172,874
Greenwich Street Series Fund, 1,698,852 shares (cost $24,018,783) .................... 24,897,141
Money Market Portfolio, 18,514,247 shares (cost $18,514,247) ......................... 18,514,247
Morgan Stanley Dean Witter Universal Funds, Inc., 197,963 shares (cost $2,443,181) ... 2,610,012
Salomon Brothers Variable Series Funds Inc., 441,979 shares (cost $4,885,667) ........ 5,271,050
The Travelers Series Trust, 9,826,313 shares (cost $140,579,125) ..................... 163,459,194
Travelers Series Fund Inc., 4,189,886 shares (cost $82,778,078) ...................... 94,214,576
Van Kampen Life Investment Trust, 847,366 shares (cost $4,709,390) ................... 5,307,482
Warburg Pincus Trust, 82,750 shares (cost $964,547) .................................. 1,173,397
--------------

Total Investments (cost $345,279,731) .............................................. $ 409,367,032

Receivables:
Dividends ............................................................................ 43,165
Purchase payments and transfers from other Travelers accounts ........................ 271,466
Other assets ........................................................................... 556
--------------

Total Assets ........................................................................ 409,682,219
--------------

LIABILITIES:
Payables:
Contract surrenders and transfers to other Travelers accounts ........................ 108,504
Insurance charges .................................................................... 123,610
Administrative fees .................................................................. 14,833
Accrued liabilities .................................................................... 1,210
--------------

Total Liabilities ................................................................... 248,157
--------------

NET ASSETS: $ 409,434,062
==============
</TABLE>

See Notes to Financial Statements

-1-
<PAGE> 142

THE TRAVELERS FUND ABD
FOR VARIABLE ANNUITIES

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends .................................................................... $ 11,312,884

EXPENSES:
Insurance charges ............................................................ $ 3,483,129
Administrative fees .......................................................... 417,979
-------------

Total expenses ............................................................. 3,901,108
-------------

Net investment income .................................................... 7,411,776
-------------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ............................................. 89,049,275
Cost of investments sold ................................................... 86,033,378
-------------

Net realized gain (loss) ................................................. 3,015,897

Change in unrealized gain (loss) on investments:
Unrealized gain at December 31, 1998 ....................................... 12,441,713
Unrealized gain at December 31, 1999 ....................................... 64,087,301
-------------

Net change in unrealized gain (loss) for the year ......................... 51,645,588
-------------

Net realized gain (loss) and change in unrealized gain (loss) .......... 54,661,485
-------------

Net increase in net assets resulting from operations ......................... $ 62,073,261
=============
</TABLE>

See Notes to Financial Statements

-2-
<PAGE> 143

THE TRAVELERS FUND ABD
FOR VARIABLE ANNUITIES

STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

1999 1998
------ ------
<S> <C> <C>
OPERATIONS:
Net investment income .................................................. $ 7,411,776 $ 2,710,102
Net realized gain (loss) from investment transactions .................. 3,015,897 203,708
Net change in unrealized gain (loss) on investments .................... 51,645,588 12,465,184
------------- -------------

Net increase in net assets resulting from operations ................. 62,073,261 15,378,994
------------- -------------

UNIT TRANSACTIONS:
Participant purchase payments
(applicable to 87,493,466 and 98,127,834 units, respectively) ........ 127,477,159 121,461,712
Participant transfers from other Travelers accounts
(applicable to 121,210,382 and 39,560,021 units, respectively) ....... 163,232,615 49,991,050
Administrative charges
(applicable to 28,321 and 9,182 units, respectively) ................. (42,735) (11,401)
Contract surrenders
(applicable to 9,210,061 and 1,913,691 units, respectively) .......... (12,553,592) (2,370,182)
Participant transfers to other Travelers accounts
(applicable to 85,238,218 and 15,448,937 units, respectively) ........ (105,324,883) (17,368,160)
Other payments to participants
(applicable to 1,295,341 and 535,556 units, respectively) ............ (1,948,494) (691,370)
------------- -------------

Net increase in net assets resulting from unit transactions .......... 170,840,070 151,011,649
------------- -------------

Net increase in net assets ......................................... 232,913,331 166,390,643

NET ASSETS:
Beginning of year ...................................................... 176,520,731 10,130,088
------------- -------------

End of year ............................................................ $ 409,434,062 $ 176,520,731
============= =============
</TABLE>

See Notes to Financial Statements

-3-

<PAGE> 144

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

The Travelers Fund ABD for Variable Annuities ("Fund ABD") is a separate
account of The Travelers Insurance Company ("The Travelers"), an indirect
wholly owned subsidiary of Citigroup Inc., and is available for funding
certain variable annuity contracts issued by The Travelers. Fund ABD is
registered under the Investment Company Act of 1940, as amended, as a unit
investment trust. Fund ABD includes the products Portfolio Architect,
Portfolio Architect Select, Travelers Access, Travelers Access Select, and
Travelers Premier Advisers.

Participant purchase payments applied to Fund ABD are invested in one or more
eligible funds in accordance with the selection made by the contract owner.
As of December 31, 1999, the eligible funds available under Fund ABD were:
Capital Appreciation Fund; Money Market Portfolio; Alliance Growth Portfolio,
Putnam Diversified Income Portfolio and MFS Total Return Portfolio of
Travelers Series Fund Inc.; Travelers Quality Bond Portfolio, Lazard
International Stock Portfolio, MFS Emerging Growth Portfolio, Federated Stock
Portfolio, Federated High Yield Portfolio, Large Cap Portfolio, Equity Income
Portfolio, Disciplined Mid Cap Stock Portfolio, MFS Mid Cap Growth Portfolio,
MFS Research Portfolio, Strategic Stock Portfolio, Disciplined Small Cap
Stock Portfolio and Convertible Bond Portfolio of The Travelers Series Trust;
Diversified Strategic Income Portfolio, Total Return Portfolio, Appreciation
Portfolio and Equity Index Portfolio Class II of Greenwich Street Series
Fund; REIT Series of Delaware Group Premium Fund, Inc.; Capital Appreciation
Portfolio and Small Cap Portfolio of Dreyfus Variable Investment Fund;
Emerging Markets Portfolio of Warburg Pincus Trust; Mid Cap Value Portfolio,
Value Portfolio, Emerging Markets Equity Portfolio and Global Equity
Portfolio of Morgan Stanley Dean Witter Universal Funds, Inc. (formerly
Morgan Stanley Universal Funds, Inc.); Morgan Stanley Real Estate Securities
Portfolio, Enterprise Portfolio, Government Portfolio, Growth and Income
Portfolio, Emerging Growth Portfolio, Domestic Income Portfolio, Money Market
Portfolio and Comstock Portfolio of Van Kampen Life Investment Trust; Salomon
Brothers Variable Investors Fund, Salomon Brothers Variable Capital Fund,
Salomon Brothers Variable High Yield Bond Fund and Salomon Brothers Variable
Strategic Bond Fund of Salomon Brothers Variable Series Funds Inc. All of the
funds are Massachusetts business trusts, except Travelers Series Fund Inc.,
Delaware Group Premium Fund, Inc., Salomon Brothers Variable Series Funds,
Inc., and Morgan Stanley Dean Witter Universal Funds, Inc. which are
incorporated under Maryland law and Van Kampen Life Investment Trust which is
a Delaware business trust. Capital Appreciation Fund, Money Market Portfolio,
Travelers Series Fund Inc., Travelers Series Trust, Greenwich Street Series
Fund, and Salomon Brothers Variable Series Funds, Inc. are managed by
affiliates of The Travelers. Not all funds may be available in all states or
to all contract owners.

The following is a summary of significant accounting policies consistently
followed by Fund ABD in the preparation of its financial statements.

SECURITY VALUATION. Investments are valued daily at the net asset values per
share of the underlying funds.

SECURITY TRANSACTIONS. Security transactions are accounted for on the trade
date. Dividend income is recorded on the ex-dividend date.

FEDERAL INCOME TAXES. The operations of Fund ABD form a part of the total
operations of The Travelers and are not taxed separately. The Travelers is
taxed as a life insurance company under the Internal Revenue Code of 1986, as
amended (the "Code"). Under existing federal income tax law, no taxes are
payable on the investment income of Fund ABD. Fund ABD is not taxed as a
"regulated investment company" under Subchapter M of the Code.

OTHER. The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

-4-
<PAGE> 145

NOTES TO FINANCIAL STATEMENTS - CONTINUED

2. INVESTMENTS

The aggregate costs of purchases and proceeds from sales of investments were
$268,827,502 and $89,049,275, respectively, for the year ended December 31,
1999. Realized gains and losses from investment transactions are reported on
an average cost basis. The cost of investments in eligible funds was
$345,279,731 at December 31, 1999. Gross unrealized appreciation for all
investments at December 31, 1999 was $66,093,398. Gross unrealized
depreciation for all investments at December 31, 1999 was $2,006,097.

3. CONTRACT CHARGES

Insurance charges are paid for the mortality and expense risks assumed by The
Travelers. Each business day, The Travelers deducts a mortality and expense
risk charge which is reflected in the calculation of accumulation and annuity
unit values. This charge equals, on an annual basis, 1.25% of the amount held
in each funding option

Administrative fees are paid for administrative expenses. This fee is also
deducted each business day and reflected in the calculation of accumulation
and annuity unit values. This charge equals, on an annual basis, 0.15% of the
amounts held in each funding option.

For contracts in the accumulation phase with a contract value less than
$40,000, an annual charge of $30 (prorated for partial periods) is deducted
from participant account balances and paid to The Travelers to cover contract
administrative charges.

No sales charge is deducted from participant purchase payments when they are
received. However, The Travelers generally assesses a contingent deferred
sales charge of up to 6% if a participant's purchase payment is surrendered
within seven years of its payment date. Contract surrender payments include
$173,257 and $19,868 of contingent deferred sales charges for the years ended
December 31, 1999 and 1998, respectively.

4. CHANGE IN ACCOUNTING

On January 1, 1999, in conjunction with the implementation of a new system,
Fund ABD changed its basis of reporting realized gains and losses for
investment transactions from an identified cost basis to an average cost
basis. The accounting changed had no effect on net assets.

-5-
<PAGE> 146

NOTES TO FINANCIAL STATEMENTS - CONTINUED

5. NET CONTRACT OWNERS' EQUITY

<TABLE>
<CAPTION>
DECEMBER 31, 1999
-------------------------------------------------------

ACCUMULATION ANNUITY UNIT NET
UNITS UNITS VALUE ASSETS
----- ----- ----- ------
<S> <C> <C> <C> <C>
Capital Appreciation Fund .......................... 25,966,604 5,307 $ 3.098 $80,466,555

Delaware Group Premium Fund, Inc.
REIT Series ...................................... 357,910 - 0.866 309,856

Dreyfus Variable Investment Fund
Capital Appreciation Portfolio ................... 7,840,789 - 1.223 9,585,502
Small Cap Portfolio .............................. 3,387,052 - 1.058 3,581,937

Greenwich Street Series Fund
Appreciation Portfolio ........................... 6,926,966 8,946 1.431 9,924,065
Diversified Strategic Income Portfolio ........... 10,783,437 - 1.103 11,896,393
Total Return Portfolio ........................... 1,958,751 - 1.146 2,245,312
Equity Index Portfolio Class II .................. 753,819 - 1.098 827,376

Money Market Portfolio ............................. 16,750,270 - 1.107 18,550,762

Morgan Stanley Dean Witter Universal Funds, Inc.
Emerging Markets Equity Portfolio ................ 238,502 - 1.476 353,894
Global Equity Portfolio .......................... 508,044 - 1.017 516,688
Mid Cap Value Portfolio .......................... 818,991 - 1.235 1,011,066
Value Portfolio .................................. 853,765 - 0.852 727,498

Salomon Brothers Variable Series Funds Inc.
Salomon Brothers Variable Capital Fund ........... 216,465 - 1.305 282,469
Salomon Brothers Variable High Yield Bond Fund ... 208,039 - 1.032 214,626
Salomon Brothers Variable Investors Fund ......... 3,905,967 - 1.132 4,423,382
Salomon Brothers Variable Strategic Bond Fund .... 344,250 - 1.026 353,355

The Travelers Series Trust
Equity Income Portfolio .......................... 19,892,863 - 1.535 30,539,550
Federated High Yield Portfolio ................... 10,237,038 - 1.196 12,247,785
Federated Stock Portfolio ........................ 7,710,739 - 1.552 11,963,412
Large Cap Portfolio .............................. 15,562,311 - 2.123 33,037,605
Lazard International Stock Portfolio ............. 10,264,070 - 1.460 14,982,051
MFS Emerging Growth Portfolio .................... 11,216,114 6,634 2.766 31,046,523
MFS Mid Cap Growth Portfolio ..................... 3,220,420 - 1.595 5,138,103
MFS Research Portfolio ........................... 1,352,776 - 1.285 1,738,634
Strategic Stock Portfolio ........................ 221,310 - 0.981 217,197
Convertible Bond Portfolio ....................... 1,137,997 - 1.170 1,331,935
Disciplined Mid Cap Stock Portfolio .............. 2,663,507 - 1.541 4,105,390
Disciplined Small Cap Stock Portfolio ............ 1,899,628 - 1.061 2,015,717
Travelers Quality Bond Portfolio ................. 13,389,421 6,773 1.128 15,106,372
</TABLE>

-6-
<PAGE> 147

NOTES TO FINANCIAL STATEMENTS - CONTINUED

5. NET CONTRACT OWNERS' EQUITY (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 31, 1999
-------------------------------------------------------

ACCUMULATION ANNUITY UNIT NET
UNITS UNITS VALUE ASSETS
----- ----- ----- ------
<S> <C> <C> <C> <C>
Travelers Series Fund Inc.
Alliance Growth Portfolio ........................ 25,017,834 6,793 $ 2.189 $ 54,783,328
MFS Total Return Portfolio ....................... 27,168,344 4,881 1.319 35,834,177
Putnam Diversified Income Portfolio .............. 3,389,365 7,312 1.059 3,596,520

Van Kampen Life Investment Trust
Comstock Portfolio ............................... 65,606 - 0.916 60,101
Domestic Income Portfolio ........................ 533,733 - 0.983 524,827
Emerging Growth Portfolio ........................ 483,237 - 2.426 1,172,399
Enterprise Portfolio ............................. 953,537 - 1.344 1,281,707
Government Portfolio ............................. 333,180 - 1.003 334,021
Growth and Income Portfolio ...................... 1,105,415 - 1.147 1,268,061
Money Market Portfolio ........................... 545,168 - 1.055 575,249
Morgan Stanley Real Estate Securities Portfolio .. 105,964 - 0.866 91,744

Warburg Pincus Trust
Emerging Markets Portfolio ....................... 892,012 - 1.313 1,170,918
------------

Net Contract Owners' Equity ..................................................................... $409,434,062
============
</TABLE>

-7-
<PAGE> 148

NOTES TO FINANCIAL STATEMENTS - CONTINUED

6. STATEMENT OF INVESTMENTS

<TABLE>
<CAPTION>
INVESTMENT OPTIONS NO. OF MARKET
SHARES VALUE
-------------- --------------
<S> <C> <C>
CAPITAL APPRECIATION FUND (19.6%)
Total (Cost $54,356,261) 739,312 $ 80,437,113
-------------- --------------

DELAWARE GROUP PREMIUM FUND, INC. (0.1%)
REIT Series
Total (Cost $309,301) 35,749 309,946
-------------- --------------

DREYFUS VARIABLE INVESTMENT FUND (3.2%)
Capital Appreciation Portfolio (Cost $8,729,330) 240,381 9,583,993
Small Cap Portfolio (Cost $2,991,821) 54,098 3,588,881
-------------- --------------
Total (Cost $11,721,151) 294,479 13,172,874
-------------- --------------

GREENWICH STREET SERIES FUND (6.1%)
Appreciation Portfolio (Cost $8,923,143) 424,487 9,928,742
Diversified Strategic Income Portfolio (Cost $12,319,841) 1,139,893 11,900,486
Total Return Portfolio (Cost $2,020,451) 111,522 2,246,061
Equity Index Portfolio Class II (Cost $755,348) 22,950 821,852
-------------- --------------
Total (Cost $24,018,783) 1,698,852 24,897,141
-------------- --------------

MONEY MARKET PORTFOLIO (4.5%)
Total (Cost $18,514,247) 18,514,247 18,514,247
-------------- --------------

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC. (0.6%)
Emerging Markets Equity Portfolio (Cost $217,656) 25,450 354,010
Global Equity Portfolio (Cost $520,491) 40,129 516,862
Mid Cap Value Portfolio (Cost $956,361) 64,750 1,011,402
Value Portfolio (Cost $748,673) 67,634 727,738
-------------- --------------
Total (Cost $2,443,181) 197,963 2,610,012
-------------- --------------

SALOMON BROTHERS VARIABLE SERIES FUNDS INC. (1.3%)
Salomon Brothers Variable Capital Fund (Cost $247,741) 20,670 282,563
Salomon Brothers Variable High Yield Bond Fund (Cost $227,854) 23,286 214,700
Salomon Brothers Variable Investors Fund (Cost $4,036,560) 361,432 4,420,315
Salomon Brothers Variable Strategic Bond Fund (Cost $373,512) 36,591 353,472
-------------- --------------
Total (Cost $4,885,667) 441,979 5,271,050
-------------- --------------
</TABLE>

-8-
<PAGE> 149

NOTES TO FINANCIAL STATEMENTS - CONTINUED

6. STATEMENT OF INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
NO. OF MARKET
SHARES VALUE
-------------- ------------
<S> <C> <C>
THE TRAVELERS SERIES TRUST (40.0%)
Equity Income Portfolio (Cost $31,026,882) 2,029,357 $ 30,541,818
Federated High Yield Portfolio (Cost $12,431,716) 1,073,660 12,282,674
Federated Stock Portfolio (Cost $11,498,154) 731,630 11,954,839
Large Cap Portfolio (Cost $27,654,704) 1,564,285 33,022,049
Lazard International Stock Portfolio (Cost $13,579,692) 958,213 14,986,455
MFS Emerging Growth Portfolio (Cost $17,705,828) 1,040,894 31,039,463
MFS Mid Cap Growth Portfolio (Cost $3,461,791) 311,860 5,123,864
MFS Research Portfolio (Cost $1,480,048) 132,731 1,733,474
Strategic Stock Portfolio (Cost $220,257) 21,880 217,271
Convertible Bond Portfolio (Cost $1,177,864) 113,764 1,329,900
Disciplined Mid Cap Stock Portfolio (Cost $3,497,955) 262,646 4,099,902
Disciplined Small Cap Stock Portfolio (Cost $1,705,402) 189,023 2,018,763
Travelers Quality Bond Portfolio (Cost $15,138,832) 1,396,370 15,108,722
------------ ------------
Total (Cost $140,579,125) 9,826,313 163,459,194
------------ ------------

TRAVELERS SERIES FUND INC. (23.0%)
Alliance Growth Portfolio (Cost $42,466,351) 1,664,544 54,730,213
MFS Total Return Portfolio (Cost $36,592,777) 2,211,128 35,886,614
Putnam Diversified Income Portfolio (Cost $3,718,950) 314,214 3,597,749
------------ ------------
Total (Cost $82,778,078) 4,189,886 94,214,576
------------ ------------

VAN KAMPEN LIFE INVESTMENT TRUST (1.3%)
Comstock Portfolio (Cost $62,544) 6,459 60,133
Domestic Income Portfolio (Cost $534,757) 65,294 524,967
Emerging Growth Portfolio (Cost $798,766) 25,368 1,172,761
Enterprise Portfolio (Cost $1,075,655) 49,105 1,282,133
Government Portfolio (Cost $351,222) 37,884 334,133
Growth and Income Portfolio (Cost $1,216,452) 82,745 1,268,488
Money Market Portfolio (Cost $573,092) 573,092 573,092
Morgan Stanley Real Estate Securities Portfolio (Cost $96,902) 7,419 91,775
------------ ------------
Total (Cost $4,709,390) 847,366 5,307,482
------------ ------------

WARBURG PINCUS TRUST (0.3%)
Emerging Markets Portfolio
Total (Cost $964,547) 82,750 1,173,397
------------ ------------

TOTAL INVESTMENT OPTIONS (100%)
(COST $345,279,731) $409,367,032
============
</TABLE>

-9-
<PAGE> 150

NOTES TO FINANCIAL STATEMENTS - CONTINUED

7. SCHEDULE OF FUND ABD OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998

CAPITAL APPRECIATION FUND REIT SERIES
----------------------------- -----------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends .............................................. $ 1,047,179 $ 174,080 $ 2,770 $ -
------------ ------------ ------------ ------------

EXPENSES:
Insurance charges ...................................... 558,485 92,000 2,033 364
Administrative fees .................................... 67,019 11,040 244 44
------------ ------------ ------------ ------------
Net investment income (loss) ....................... 421,675 71,040 493 (408)
------------ ------------ ------------ ------------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ....................... 2,220,712 433,026 281,253 35,471
Cost of investments sold ............................. 1,782,208 363,835 282,636 37,937
------------ ------------ ------------ ------------

Net realized gain (loss) ........................... 438,504 69,191 (1,383) (2,466)
------------ ------------ ------------ ------------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ............. 4,622,288 (2,449) 3,060 -
Unrealized gain (loss) end of year ................... 26,080,852 4,622,288 645 3,060
------------ ------------ ------------ ------------

Net change in unrealized gain (loss) for the year .. 21,458,564 4,624,737 (2,415) 3,060
------------ ------------ ------------ ------------

Net increase (decrease) in net assets
resulting from operations .......................... 22,318,743 4,764,968 (3,305) 186
------------ ------------ ------------ ------------

UNIT TRANSACTIONS:
Participant purchase payments .......................... 25,135,659 11,963,775 86,006 63,769
Participant transfers from other Travelers accounts .... 17,901,644 4,643,134 433,624 52,111
Administrative charges ................................. (7,280) (1,448) (14) (1)
Contract surrenders .................................... (1,564,969) (288,177) (50,376) (1,269)
Participant transfers to other Travelers accounts ...... (4,597,337) (566,677) (243,508) (27,367)
Other payments to participants ......................... (332,773) (19,854) - -
------------ ------------ ------------ ------------

Net increase (decrease) in net assets
resulting from unit transactions ................... 36,534,944 15,730,753 225,732 87,243
------------ ------------ ------------ ------------

Net increase (decrease) in net assets .............. 58,853,687 20,495,721 222,427 87,429

NET ASSETS:
Beginning of year .................................... 21,612,868 1,117,147 87,429 -
------------ ------------ ------------ ------------

End of year .......................................... $ 80,466,555 $ 21,612,868 $ 309,856 $ 87,429
============ ============ ============ ============

<CAPTION>
DREYFUS CAPITAL APPRECIATION
PORTFOLIO
-----------------------------
1999 1998
---- ----
<S> <C> <C>
INVESTMENT INCOME:
Dividends .............................................. $ 87,177 $ 16,186
------------ ------------

EXPENSES:
Insurance charges ...................................... 82,929 7,020
Administrative fees .................................... 9,952 842
------------ ------------
Net investment income (loss) ....................... (5,704) 8,324
------------ ------------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ....................... 761,561 326,391
Cost of investments sold ............................. 707,727 329,587
------------ ------------

Net realized gain (loss) ........................... 53,834 (3,196)
------------ ------------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ............. 257,683 -
Unrealized gain (loss) end of year ................... 854,663 257,683
------------ ------------

Net change in unrealized gain (loss) for the year .. 596,980 257,683
------------ ------------

Net increase (decrease) in net assets
resulting from operations .......................... 645,110 262,811
------------ ------------

UNIT TRANSACTIONS:
Participant purchase payments .......................... 4,551,023 2,671,544
Participant transfers from other Travelers accounts .... 2,326,375 495,656
Administrative charges ................................. (1,037) (16)
Contract surrenders .................................... (337,379) (4,092)
Participant transfers to other Travelers accounts ...... (865,646) (158,847)
Other payments to participants ......................... - -
------------ ------------

Net increase (decrease) in net assets
resulting from unit transactions ................... 5,673,336 3,004,245
------------ ------------

Net increase (decrease) in net assets .............. 6,318,446 3,267,056

NET ASSETS:
Beginning of year .................................... 3,267,056 -
------------ ------------

End of year .......................................... $ 9,585,502 $ 3,267,056
============ ============
</TABLE>

-10-
<PAGE> 151

NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
DIVERSIFIED STRATEGIC INCOME
SMALL CAP PORTFOLIO APPRECIATION PORTFOLIO PORTFOLIO TOTAL RETURN PORTFOLIO
- ----------------------------- ----------------------------- ----------------------------- ------------------------------
1999 1998 1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ 1,302 $ 10,001 $ 160,143 $ 126,627 $ 620,570 $ 205,579 $ 80,807 $ 1,068
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

29,314 3,526 90,474 30,857 130,715 46,675 17,135 1,384
3,518 423 10,857 3,703 15,686 5,601 2,056 166
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
(31,530) 6,052 58,812 92,067 474,169 153,303 61,616 (482)
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

618,609 53,619 347,009 440,993 1,102,372 342,840 45,138 8,276
570,420 63,022 319,045 426,911 1,125,001 359,982 42,797 9,412
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

48,189 (9,403) 27,964 14,082 (22,629) (17,142) 2,341 (1,136)
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

71,151 - 294,241 (11,471) 16,560 (44,032) 27,783 -
597,060 71,151 1,005,599 294,241 (419,355) 16,560 225,610 27,783
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

525,909 71,151 711,358 305,712 (435,915) 60,592 197,827 27,783
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

542,568 67,800 798,134 411,861 15,625 196,753 261,784 26,165
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

918,165 685,723 3,135,245 3,001,222 2,531,720 4,981,122 699,222 551,028
1,566,419 547,820 1,737,859 1,289,816 3,186,530 2,386,796 661,344 105,319
(292) (9) (889) (359) (1,141) (453) (205) (2)
(221,495) (1,527) (203,910) (174,629) (633,957) (59,416) (16,398) (292)
(411,679) (49,512) (177,648) (124,027) (977,675) (491,240) (23,701) (7,480)
(62,044) - (123,705) (197,693) (7,471) - (11,472) -
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

1,789,074 1,182,495 4,366,952 3,794,330 4,098,006 6,816,809 1,308,790 648,573
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

2,331,642 1,250,295 5,165,086 4,206,191 4,113,631 7,013,562 1,570,574 674,738

1,250,295 - 4,758,979 552,788 7,782,762 769,200 674,738 -
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

$ 3,581,937 $ 1,250,295 $ 9,924,065 $ 4,758,979 $ 11,896,393 $ 7,782,762 $ 2,245,312 $ 674,738
============ ============ ============ ============ ============ ============ ============ ============
</TABLE>

-11-
<PAGE> 152

NOTES TO FINANCIAL STATEMENTS - CONTINUED

7. SCHEDULE OF FUND ABD OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

EQUITY INDEX PORTFOLIO CLASS II MONEY MARKET PORTFOLIO
------------------------------- -------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends ................................................ $ 254 $ - $ 725,609 $ 181,442
------------ ------------ ------------ ------------

EXPENSES:
Insurance charges ........................................ 2,329 - 184,233 47,233
Administrative fees ...................................... 280 - 22,108 5,668
------------ ------------ ------------ ------------
Net investment income (loss) ......................... (2,355) - 519,268 128,541
------------ ------------ ------------ ------------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ......................... 27,272 - 36,820,267 7,518,389
Cost of investments sold ............................... 26,098 - 36,820,267 7,518,389
------------ ------------ ------------ ------------

Net realized gain (loss) ............................. 1,174 - - -
------------ ------------ ------------ ------------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ............... - - - -
Unrealized gain (loss) end of year ..................... 66,504 - - -
------------ ------------ ------------ ------------

Net change in unrealized gain (loss) for the year .... 66,504 - - -
------------ ------------ ------------ ------------

Net increase (decrease) in net assets
resulting from operations ............................ 65,323 - 519,268 128,541
------------ ------------ ------------ ------------

UNIT TRANSACTIONS:
Participant purchase payments ............................ 344,806 - 16,823,111 14,599,226
Participant transfers from other Travelers accounts ...... 443,885 - 40,511,216 4,002,504
Administrative charges ................................... (20) - (1,444) (303)
Contract surrenders ...................................... (2,802) - (2,258,579) (383,819)
Participant transfers to other Travelers accounts ........ (23,816) - (46,741,071) (8,812,323)
Other payments to participants ........................... - - (192,579) -
------------ ------------ ------------ ------------

Net increase (decrease) in net assets
resulting from unit transactions ..................... 762,053 - 8,140,654 9,405,285
------------ ------------ ------------ ------------

Net increase (decrease) in net assets ................ 827,376 - 8,659,922 9,533,826

NET ASSETS:
Beginning of year ...................................... - - 9,890,840 357,014
------------ ------------ ------------ ------------

End of year ............................................ $ 827,376 $ - $ 18,550,762 $ 9,890,840
============ ============ ============ ============

<CAPTION>
EMERGING MARKETS EQUITY
PORTFOLIO
-------------------------------
1999 1998
---- ----
<S> <C> <C>
INVESTMENT INCOME:
Dividends ................................................ $ 38 $ 107
------------ ------------

EXPENSES:
Insurance charges ........................................ 2,082 36
Administrative fees ...................................... 250 4
------------ ------------
Net investment income (loss) ......................... (2,294) 67
------------ ------------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ......................... 9,254 34
Cost of investments sold ............................... 6,601 34
------------ ------------

Net realized gain (loss) ............................. 2,653 -
------------ ------------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ............... 208 -
Unrealized gain (loss) end of year ..................... 136,354 208
------------ ------------

Net change in unrealized gain (loss) for the year .... 136,146 208
------------ ------------

Net increase (decrease) in net assets
resulting from operations ............................ 136,505 275
------------ ------------

UNIT TRANSACTIONS:
Participant purchase payments ............................ 141,794 20,800
Participant transfers from other Travelers accounts ...... 55,692 -
Administrative charges ................................... (3) -
Contract surrenders ...................................... - -
Participant transfers to other Travelers accounts ........ (1,169) -
Other payments to participants ........................... - -
------------ ------------

Net increase (decrease) in net assets
resulting from unit transactions ..................... 196,314 20,800
------------ ------------

Net increase (decrease) in net assets ................ 332,819 21,075

NET ASSETS:
Beginning of year ...................................... 21,075 -
------------ ------------

End of year ............................................ $ 353,894 $ 21,075
============ ============
</TABLE>

-12-
<PAGE> 153

NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
SALOMON BROTHERS VARIABLE
GLOBAL EQUITY PORTFOLIO MID CAP VALUE PORTFOLIO VALUE PORTFOLIO CAPITAL FUND
- --------------------------- --------------------------- --------------------------- ---------------------------
1999 1998 1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ 28,094 $ 1,238 $ 112,515 $ 3,976 $ 8,596 $ 7,229 $ 9,058 $ 1,239
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

4,380 303 7,964 446 7,196 431 2,110 54
526 36 956 53 864 52 253 6
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
23,188 899 103,595 3,477 536 6,746 6,695 1,179
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

5,444 8,046 8,108 8,040 17,404 458 3,465 31
5,301 7,805 7,566 7,890 17,400 488 3,154 29
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

143 241 542 150 4 (30) 311 2
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

5,627 - 21,070 - (2,994) - 3,059 -
(3,629) 5,627 55,041 21,070 (20,935) (2,994) 34,822 3,059
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

(9,256) 5,627 33,971 21,070 (17,941) (2,994) 31,763 3,059
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

14,075 6,767 138,108 24,697 (17,401) 3,722 38,769 4,240
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

171,348 130,017 334,833 188,210 291,399 174,213 151,953 56,418
171,335 25,898 310,400 16,000 237,591 49,900 32,277 -
(58) (3) (45) (4) (36) (3) (11) -
(1,115) (447) - - (807) (462) - -
(1,129) - (1,133) - (10,618) - (1,177) -
- - - - - - - -
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

340,381 155,465 644,055 204,206 517,529 223,648 183,042 56,418
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

354,456 162,232 782,163 228,903 500,128 227,370 221,811 60,658

162,232 - 228,903 - 227,370 - 60,658 -
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

$ 516,688 $ 162,232 $ 1,011,066 $ 228,903 $ 727,498 $ 227,370 $ 282,469 $ 60,658
=========== =========== =========== =========== =========== =========== =========== ===========
</TABLE>

-13-
<PAGE> 154

NOTES TO FINANCIAL STATEMENTS - CONTINUED

7. SCHEDULE OF FUND ABD OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

<TABLE>
<CAPTION>
SALOMON BROTHERS VARIABLE HIGH SALOMON BROTHERS VARIABLE
YIELD BOND FUND INVESTORS FUND
------------------------------- -----------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends .................................................. $ 18,814 $ 5,054 $ 22,439 $ 7,367
----------- ----------- ----------- -----------

EXPENSES:
Insurance charges .......................................... 2,082 146 37,532 3,462
Administrative fees ........................................ 250 18 4,504 416
----------- ----------- ----------- -----------
Net investment income (loss) ........................... 16,482 4,890 (19,597) 3,489
----------- ----------- ----------- -----------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ........................... 2,317 85 289,940 75,030
Cost of investments sold ................................. 2,325 87 265,162 87,898
----------- ----------- ----------- -----------

Net realized gain (loss) ............................... (8) (2) 24,778 (12,868)
----------- ----------- ----------- -----------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ................. (3,262) - 138,436 -
Unrealized gain (loss) end of year ....................... (13,154) (3,262) 383,755 138,436
----------- ----------- ----------- -----------

Net change in unrealized gain (loss) for the year ...... (9,892) (3,262) 245,319 138,436
----------- ----------- ----------- -----------

Net increase (decrease) in net assets
resulting from operations .............................. 6,582 1,626 250,500 129,057
----------- ----------- ----------- -----------

UNIT TRANSACTIONS:
Participant purchase payments .............................. 55,007 105,056 1,659,310 1,673,011
Participant transfers from other Travelers accounts ........ 37,475 10,000 1,102,559 103,388
Administrative charges ..................................... (15) - (512) (11)
Contract surrenders ........................................ - - (204,275) (8,328)
Participant transfers to other Travelers accounts .......... (1,105) - (199,252) (82,065)
Other payments to participants ............................. - - - -
----------- ----------- ----------- -----------

Net increase (decrease) in net assets
resulting from unit transactions ....................... 91,362 115,056 2,357,830 1,685,995
----------- ----------- ----------- -----------

Net increase (decrease) in net assets .................. 97,944 116,682 2,608,330 1,815,052

NET ASSETS:
Beginning of year ........................................ 116,682 - 1,815,052 -
----------- ----------- ----------- -----------

End of year .............................................. $ 214,626 $ 116,682 $ 4,423,382 $ 1,815,052
=========== =========== =========== ===========

<CAPTION>
SALOMON BROTHERS VARIABLE
STRATEGIC BOND FUND
-----------------------------
1999 1998
---- ----
<S> <C> <C>
INVESTMENT INCOME:
Dividends .................................................. $ 17,636 $ 6,055
----------- -----------

EXPENSES:
Insurance charges .......................................... 2,619 271
Administrative fees ........................................ 314 33
----------- -----------
Net investment income (loss) ........................... 14,703 5,751
----------- -----------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ........................... 2,880 171,798
Cost of investments sold ................................. 2,963 170,901
----------- -----------

Net realized gain (loss) ............................... (83) 897
----------- -----------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ................. (4,632) -
Unrealized gain (loss) end of year ....................... (20,040) (4,632)
----------- -----------

Net change in unrealized gain (loss) for the year ...... (15,408) (4,632)
----------- -----------

Net increase (decrease) in net assets
resulting from operations .............................. (788) 2,016
----------- -----------

UNIT TRANSACTIONS:
Participant purchase payments .............................. 47,924 119,401
Participant transfers from other Travelers accounts ........ 174,672 11,000
Administrative charges ..................................... (48) -
Contract surrenders ........................................ (242) (580)
Participant transfers to other Travelers accounts .......... - -
Other payments to participants ............................. - -
----------- -----------

Net increase (decrease) in net assets
resulting from unit transactions ....................... 222,306 129,821
----------- -----------

Net increase (decrease) in net assets .................. 221,518 131,837

NET ASSETS:
Beginning of year ........................................ 131,837 -
----------- -----------

End of year .............................................. $ 353,355 $ 131,837
=========== ===========
</TABLE>

-14-
<PAGE> 155

NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
EQUITY INCOME PORTFOLIO FEDERATED HIGH YIELD PORTFOLIO FEDERATED STOCK PORTFOLIO LARGE CAP PORTFOLIO
- ------------------------------ ------------------------------ ---------------------------- ----------------------------
1999 1998 1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ 2,008,066 $ 189,324 $ 13,633 $ 578,389 $ 87,028 $ 249,593 $ 1,740,029 $ 481,163
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

314,919 101,865 138,721 54,917 115,528 39,290 256,948 49,963
37,790 12,224 16,647 6,590 13,863 4,714 30,834 5,996
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
1,655,357 75,235 (141,735) 516,882 (42,363) 205,589 1,452,247 425,204
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

4,661,541 1,174,730 2,365,963 442,369 1,153,728 403,861 1,419,191 380,542
4,453,587 1,147,457 2,402,947 434,110 1,099,409 394,214 1,256,734 342,005
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

207,954 27,273 (36,984) 8,259 54,319 9,647 162,457 38,537
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

745,051 3,946 (464,295) (11,814) 232,266 (11,388) 1,114,989 3,031
(485,064) 745,051 (149,042) (464,295) 456,685 232,266 5,367,345 1,114,989
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

(1,230,115) 741,105 315,253 (452,481) 224,419 243,654 4,252,356 1,111,958
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

633,196 843,613 136,534 72,660 236,375 458,890 5,867,060 1,575,699
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

8,020,280 11,384,641 2,033,327 5,708,155 2,639,748 4,167,217 10,697,522 6,747,239
9,229,199 6,712,693 3,837,822 3,337,476 3,682,345 2,212,004 8,514,278 2,599,195
(4,494) (1,377) (1,747) (742) (1,320) (563) (3,076) (608)
(859,057) (247,106) (770,879) (174,246) (457,867) (40,399) (764,379) (102,921)
(4,633,410) (1,211,707) (1,949,924) (562,920) (917,771) (330,410) (2,121,139) (246,547)
(100,428) (82,788) (117,057) (8,078) (87,864) (49,914) (243,753) (93,457)
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

11,652,090 16,554,356 3,031,542 8,299,645 4,857,271 5,957,935 16,079,453 8,902,901
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

12,285,286 17,397,969 3,168,076 8,372,305 5,093,646 6,416,825 21,946,513 10,478,600

18,254,264 856,295 9,079,709 707,404 6,869,766 452,941 11,091,092 612,492
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

$ 30,539,550 $ 18,254,264 $ 12,247,785 $ 9,079,709 $ 11,963,412 $ 6,869,766 $ 33,037,605 $ 11,091,092
============ ============ ============ ============ ============ ============ ============ ============
</TABLE>

-15-
<PAGE> 156

NOTES TO FINANCIAL STATEMENTS - CONTINUED

7. SCHEDULE OF FUND ABD OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

<TABLE>
<CAPTION>
LAZARD INTERNATIONAL STOCK
PORTFOLIO MFS EMERGING GROWTH PORTFOLIO
------------------------------ -------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends .................................................. $ 23,805 $ 88,569 $ - $ -
------------ ------------ ------------ ------------

EXPENSES:
Insurance charges .......................................... 137,576 46,301 202,370 47,319
Administrative fees ........................................ 16,509 5,556 24,284 5,679
------------ ------------ ------------ ------------
Net investment income (loss) ........................... (130,280) 36,712 (226,654) (52,998)
------------ ------------ ------------ ------------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ........................... 21,147,993 530,647 2,643,903 359,931
Cost of investments sold ................................. 19,897,484 525,232 2,131,902 321,062
------------ ------------ ------------ ------------

Net realized gain (loss) ............................... 1,250,509 5,415 512,001 38,869
------------ ------------ ------------ ------------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ................. 206,761 (14,030) 1,426,982 (10,447)
Unrealized gain (loss) end of year ....................... 1,406,763 206,761 13,333,635 1,426,982
------------ ------------ ------------ ------------

Net change in unrealized gain (loss) for the year ...... 1,200,002 220,791 11,906,653 1,437,429
------------ ------------ ------------ ------------

Net increase (decrease) in net assets
resulting from operations .............................. 2,320,231 262,918 12,192,000 1,423,300
------------ ------------ ------------ ------------

UNIT TRANSACTIONS:
Participant purchase payments .............................. 3,079,195 4,875,656 5,915,315 5,481,474
Participant transfers from other Travelers accounts ........ 23,802,779 2,502,476 7,222,363 2,311,557
Administrative charges ..................................... (1,640) (677) (2,821) (851)
Contract surrenders ........................................ (387,573) (46,266) (454,002) (71,103)
Participant transfers to other Travelers accounts .......... (21,777,319) (560,204) (3,033,592) (413,032)
Other payments to participants ............................. - (17,974) (142,209) (15,292)
------------ ------------ ------------ ------------

Net increase (decrease) in net assets
resulting from unit transactions ....................... 4,715,442 6,753,011 9,505,054 7,292,753
------------ ------------ ------------ ------------

Net increase (decrease) in net assets .................. 7,035,673 7,015,929 21,697,054 8,716,053

NET ASSETS:
Beginning of year ........................................ 7,946,378 930,449 9,349,469 633,416
------------ ------------ ------------ ------------

End of year .............................................. $ 14,982,051 $ 7,946,378 $ 31,046,523 $ 9,349,469
============ ============ ============ ============

MFS MID CAP GROWTH PORTFOLIO
------------------------------
1999 1998
---- ----
<S> <C> <C>
INVESTMENT INCOME:
Dividends .................................................. $ 8,285 $ -
------------ ------------

EXPENSES:
Insurance charges .......................................... 26,689 1,699
Administrative fees ........................................ 3,202 204
------------ ------------
Net investment income (loss) ........................... (21,606) (1,903)
------------ ------------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ........................... 399,698 22,462
Cost of investments sold ................................. 326,674 24,426
------------ ------------

Net realized gain (loss) ............................... 73,024 (1,964)
------------ ------------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ................. 71,902 -
Unrealized gain (loss) end of year ....................... 1,662,073 71,902
------------ ------------

Net change in unrealized gain (loss) for the year ...... 1,590,171 71,902
------------ ------------

Net increase (decrease) in net assets
resulting from operations .............................. 1,641,589 68,035
------------ ------------

UNIT TRANSACTIONS:
Participant purchase payments .............................. 1,732,530 503,792
Participant transfers from other Travelers accounts ........ 1,583,134 157,431
Administrative charges ..................................... (248) (12)
Contract surrenders ........................................ (216,816) (21,403)
Participant transfers to other Travelers accounts .......... (288,786) (21,143)
Other payments to participants ............................. - -
------------ ------------

Net increase (decrease) in net assets
resulting from unit transactions ....................... 2,809,814 618,665
------------ ------------

Net increase (decrease) in net assets .................. 4,451,403 686,700

NET ASSETS:
Beginning of year ........................................ 686,700 -
------------ ------------

End of year .............................................. $ 5,138,103 $ 686,700
============ ============
</TABLE>

-16-
<PAGE> 157

NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
DISCIPLINED MID CAP STOCK
MFS RESEARCH PORTFOLIO STRATEGIC STOCK PORTFOLIO CONVERTIBLE BOND PORTFOLIO PORTFOLIO
- --------------------------- --------------------------- --------------------------- ---------------------------
1999 1998 1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ - $ 247 $ 1 $ 158 $ 726 $ 10,898 $ 104,722 $ 14,576
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

9,492 830 1,501 101 8,911 1,547 34,868 10,983
1,139 100 180 12 1,069 185 4,184 1,318
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
(10,631) (683) (1,680) 45 (9,254) 9,166 65,670 2,275
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

1,010,404 12,018 18,753 24,864 160,279 30,214 404,757 355,477
1,017,181 11,934 18,265 24,668 152,955 31,249 377,797 381,793
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

(6,777) 84 488 196 7,324 (1,035) 26,960 (26,316)
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

10,200 - 548 - 7,911 - 245,193 (5,510)
253,426 10,200 (2,986) 548 152,036 7,911 601,947 245,193
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

243,226 10,200 (3,534) 548 144,125 7,911 356,754 250,703
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

225,818 9,601 (4,726) 789 142,195 16,042 449,384 226,662
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

310,020 156,213 117,640 14,599 467,949 455,886 1,272,157 1,222,945
2,033,372 3,581 106,149 3,126 406,472 32,942 917,797 592,551
(45) (4) (1) - (124) (3) (570) (194)
(22,104) (450) (11,121) (1,491) (20,124) (27,581) (196,313) (4,955)
(966,477) (1,998) (3,812) (3,955) (123,085) (7,978) (292,188) (217,440)
- (8,893) - - - (10,656) (8,868) -
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

1,354,766 148,449 208,855 12,279 731,088 442,610 1,692,015 1,592,907
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

1,580,584 158,050 204,129 13,068 873,283 458,652 2,141,399 1,819,569

158,050 - 13,068 - 458,652 - 1,963,991 144,422
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

$ 1,738,634 $ 158,050 $ 217,197 $ 13,068 $ 1,331,935 $ 458,652 $ 4,105,390 $ 1,963,991
=========== =========== =========== =========== =========== =========== =========== ===========
</TABLE>

-17-
<PAGE> 158

NOTES TO FINANCIAL STATEMENTS - CONTINUED

7. SCHEDULE OF FUND ABD OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

<TABLE>
<CAPTION>
DISCIPLINED SMALL CAP STOCK
PORTFOLIO TRAVELERS QUALITY BOND PORTFOLIO
------------------------------ --------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends .................................................. $ - $ 1,257 $ 76,458 $ 429,299
------------ ------------ ------------ ------------

EXPENSES:
Insurance charges .......................................... 12,646 987 176,898 49,354
Administrative fees ........................................ 1,518 118 21,228 5,923
------------ ------------ ------------ ------------
Net investment income (loss) ........................... (14,164) 152 (121,668) 374,022
------------ ------------ ------------ ------------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ........................... 188,403 43,240 4,555,826 740,716
Cost of investments sold ................................. 174,262 45,106 4,582,079 730,028
------------ ------------ ------------ ------------

Net realized gain (loss) ............................... 14,141 (1,866) (26,253) 10,688
------------ ------------ ------------ ------------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ................. 40,047 - (136,847) (12,683)
Unrealized gain (loss) end of year ....................... 313,361 40,047 (30,110) (136,847)
------------ ------------ ------------ ------------

Net change in unrealized gain (loss) for the year ...... 273,314 40,047 106,737 (124,164)
------------ ------------ ------------ ------------

Net increase (decrease) in net assets
resulting from operations .............................. 273,291 38,333 (41,184) 260,546
------------ ------------ ------------ ------------

UNIT TRANSACTIONS:
Participant purchase payments .............................. 944,969 354,042 6,437,094 8,342,411
Participant transfers from other Travelers accounts ........ 507,028 108,712 5,111,317 2,816,178
Administrative charges ..................................... (46) (1) (1,618) (301)
Contract surrenders ........................................ (15,680) (21,359) (792,240) (127,582)
Participant transfers to other Travelers accounts .......... (157,526) (16,046) (5,952,208) (1,130,644)
Other payments to participants ............................. - - (207,636) (8,281)
------------ ------------ ------------ ------------

Net increase (decrease) in net assets
resulting from unit transactions ....................... 1,278,745 425,348 4,594,709 9,891,781
------------ ------------ ------------ ------------

Net increase (decrease) in net assets .................. 1,552,036 463,681 4,553,525 10,152,327

NET ASSETS:
Beginning of year ........................................ 463,681 - 10,552,847 400,520
------------ ------------ ------------ ------------

End of year .............................................. $ 2,015,717 $ 463,681 $ 15,106,372 $ 10,552,847
============ ============ ============ ============

ALLIANCE GROWTH PORTFOLIO
------------------------------
1999 1998
---- ----
<S> <C> <C>
INVESTMENT INCOME:
Dividends .................................................. $ 1,855,924 $ 458,988
------------ ------------

EXPENSES:
Insurance charges .......................................... 437,320 108,060
Administrative fees ........................................ 52,478 12,967
------------ ------------
Net investment income (loss) ........................... 1,366,126 337,961
------------ ------------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ........................... 1,465,969 901,699
Cost of investments sold ................................. 1,272,192 845,364
------------ ------------

Net realized gain (loss) ............................... 193,777 56,335
------------ ------------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ................. 2,809,812 59,746
Unrealized gain (loss) end of year ....................... 12,263,862 2,809,812
------------ ------------

Net change in unrealized gain (loss) for the year ...... 9,454,050 2,750,066
------------ ------------

Net increase (decrease) in net assets
resulting from operations .............................. 11,013,953 3,144,362
------------ ------------

UNIT TRANSACTIONS:
Participant purchase payments .............................. 14,436,775 12,736,407
Participant transfers from other Travelers accounts ........ 10,992,232 6,202,214
Administrative charges ..................................... (5,391) (1,499)
Contract surrenders ........................................ (915,879) (206,881)
Participant transfers to other Travelers accounts .......... (2,682,070) (1,045,318)
Other payments to participants ............................. (231,618) (55,853)
------------ ------------

Net increase (decrease) in net assets
resulting from unit transactions ....................... 21,594,049 17,629,070
------------ ------------

Net increase (decrease) in net assets .................. 32,608,002 20,773,432

NET ASSETS:
Beginning of year ........................................ 22,175,326 1,401,894
------------ ------------

End of year .............................................. $ 54,783,328 $ 22,175,326
============ ============
</TABLE>

-18-

<PAGE> 159

NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
PUTNAM DIVERSIFIED INCOME
MFS TOTAL RETURN PORTFOLIO PORTFOLIO COMSTOCK PORTFOLIO DOMESTIC INCOME PORTFOLIO
- ---------------------------- ----------------------------- ----------------------------- -----------------------------
1999 1998 1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ 2,082,764 $ 399,627 $ 167,538 $ 41,909 $ 792 $ - $ 9,985 $ -
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

366,156 120,812 38,080 12,658 279 - 2,600 413
43,939 14,498 4,570 1,519 33 - 312 50
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
1,672,669 264,317 124,888 27,732 480 - 7,073 (463)
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

2,475,486 1,059,668 1,015,355 325,585 272 - 15,662 427
2,524,170 1,029,100 1,064,779 341,765 284 - 15,591 421
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

(48,684) 30,568 (49,424) (16,180) (12) - 71 6
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

661,506 32,210 (45,104) 1,420 - - 3,443 -
(706,163) 661,506 (121,201) (45,104) (2,411) - (9,790) 3,443
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

(1,367,669) 629,296 (76,097) (46,524) (2,411) - (13,233) 3,443
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

256,316 924,181 (633) (34,972) (1,943) - (6,089) 2,986
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

9,041,417 14,357,688 926,978 1,873,460 15,000 - 333,450 49,500
10,020,464 5,776,851 1,643,635 413,014 47,048 - 91,878 66,000
(5,488) (1,788) (611) (151) (4) - (5) -
(990,556) (278,557) (145,172) (58,831) - - (2,379) -
(3,752,590) (501,024) (904,157) (121,229) - - (10,514) -
(78,882) (72,693) (135) (49,944) - - - -
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

14,234,365 19,280,477 1,520,538 2,056,319 62,044 - 412,430 115,500
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

14,490,681 20,204,658 1,519,905 2,021,347 60,101 - 406,341 118,486

21,343,496 1,138,838 2,076,615 55,268 - - 118,486 -
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------

$ 35,834,177 $ 21,343,496 $ 3,596,520 $ 2,076,615 $ 60,101 $ - $ 524,827 $ 118,486
============ ============ ============ ============ ============ ============ ============ ============
</TABLE>

-19-
<PAGE> 160

NOTES TO FINANCIAL STATEMENTS - CONTINUED

7. SCHEDULE OF FUND ABD OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

<TABLE>
<CAPTION>
EMERGING GROWTH PORTFOLIO ENTERPRISE PORTFOLIO
----------------------------- -----------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends .............................................. $ - $ - $ 36,770 $ -
----------- ----------- ----------- -----------

EXPENSES:
Insurance charges ...................................... 3,447 94 8,628 419
Administrative fees .................................... 414 11 1,035 50
----------- ----------- ----------- -----------
Net investment income (loss) ....................... (3,861) (105) 27,107 (469)
----------- ----------- ----------- -----------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ....................... 3,266 211 13,703 489
Cost of investments sold ............................. 2,712 216 13,495 547
----------- ----------- ----------- -----------

Net realized gain (loss) ........................... 554 (5) 208 (58)
----------- ----------- ----------- -----------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ............. 3,606 - 25,690 -
Unrealized gain (loss) end of year ................... 373,995 3,606 206,478 25,690
----------- ----------- ----------- -----------

Net change in unrealized gain (loss) for the year .. 370,389 3,606 180,788 25,690
----------- ----------- ----------- -----------

Net increase (decrease) in net assets
resulting from operations .......................... 367,082 3,496 208,103 25,163
----------- ----------- ----------- -----------

UNIT TRANSACTIONS:
Participant purchase payments .......................... 428,846 16,797 381,073 227,803
Participant transfers from other Travelers accounts .... 344,643 12,904 444,998 902
Administrative charges ................................. (75) (7) (187) (6)
Contract surrenders .................................... (271) (464) (760) (455)
Participant transfers to other Travelers accounts ...... (552) - (4,927) -
Other payments to participants ......................... - - - -
----------- ----------- ----------- -----------

Net increase (decrease) in net assets
resulting from unit transactions ................... 772,591 29,230 820,197 228,244
----------- ----------- ----------- -----------

Net increase (decrease) in net assets .............. 1,139,673 32,726 1,028,300 253,407

NET ASSETS:
Beginning of year .................................... 32,726 - 253,407 -
----------- ----------- ----------- -----------

End of year .......................................... $ 1,172,399 $ 32,726 $ 1,281,707 $ 253,407
=========== =========== =========== ===========

<CAPTION>
GOVERNMENT PORTFOLIO
-----------------------------
1999 1998
---- ----
<S> <C> <C>
INVESTMENT INCOME:
Dividends .............................................. $ 14,961 $ -
----------- -----------

EXPENSES:
Insurance charges ...................................... 3,571 957
Administrative fees .................................... 429 115
----------- -----------
Net investment income (loss) ....................... 10,961 (1,072)
----------- -----------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ....................... 222,657 961
Cost of investments sold ............................. 229,340 964
----------- -----------

Net realized gain (loss) ........................... (6,683) (3)
----------- -----------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ............. 594 -
Unrealized gain (loss) end of year ................... (17,089) 594
----------- -----------

Net change in unrealized gain (loss) for the year .. (17,683) 594
----------- -----------

Net increase (decrease) in net assets
resulting from operations .......................... (13,405) (481)
----------- -----------

UNIT TRANSACTIONS:
Participant purchase payments .......................... 125,210 67,500
Participant transfers from other Travelers accounts .... 125,137 298,822
Administrative charges ................................. (2) -
Contract surrenders .................................... - -
Participant transfers to other Travelers accounts ...... (268,760) -
Other payments to participants ......................... - -
----------- -----------

Net increase (decrease) in net assets
resulting from unit transactions ................... (18,415) 366,322
----------- -----------

Net increase (decrease) in net assets .............. (31,820) 365,841

NET ASSETS:
Beginning of year .................................... 365,841 -
----------- -----------

End of year .......................................... $ 334,021 $ 365,841
=========== ===========
</TABLE>

-20-
<PAGE> 161

NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
VAN KAMPEN MONEY MARKET MORGAN STANLEY REAL ESTATE
GROWTH AND INCOME PORTFOLIO PORTFOLIO SECURITIES PORTFOLIO EMERGING MARKETS PORTFOLIO
- --------------------------- --------------------------- --------------------------- ---------------------------
1999 1998 1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ 71,338 $ - $ 22,254 $ 10,945 $ 4,563 $ - $ 40,241 $ 1,087
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

9,562 635 6,143 2,786 1,001 69 5,663 495
1,147 76 737 335 121 8 680 60
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
60,629 (711) 15,374 7,824 3,441 (77) 33,898 532
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

15,672 15,904 433,121 598,308 1,032 148 693,636 77,279
14,636 15,411 433,121 598,308 1,044 144 584,067 90,838
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

1,036 493 - - (12) 4 109,569 (13,559)
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

18,306 - - - 1,982 - 10,892 -
52,036 18,306 - - (5,127) 1,982 208,850 10,892
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

33,730 18,306 - - (7,109) 1,982 197,958 10,892
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

95,395 18,088 15,374 7,824 (3,680) 1,909 341,425 (2,135)
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

461,000 216,321 224,857 1,239,392 18,167 58,066 338,115 219,973
416,784 67,000 109,623 - 16,830 900 1,134,391 23,179
(74) (1) (29) (2) (9) - (60) (2)
(1,098) - (2,128) (10,470) - (439) (30,890) (4,185)
(5,354) - (424,869) (584,323) - - (776,189) (72,704)
- - - - - - - -
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

871,258 283,320 (92,546) 644,597 34,988 58,527 665,367 166,261
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

966,653 301,408 (77,172) 652,421 31,308 60,436 1,006,792 164,126

301,408 - 652,421 - 60,436 - 164,126 -
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

$ 1,268,061 $ 301,408 $ 575,249 $ 652,421 $ 91,744 $ 60,436 $ 1,170,918 $ 164,126
=========== =========== =========== =========== =========== =========== =========== ===========
</TABLE>

-21-
<PAGE> 162

NOTES TO FINANCIAL STATEMENTS - CONTINUED

7. SCHEDULE OF FUND ABD OPERATIONS AND CHANGES IN NET ASSETS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

<TABLE>
<CAPTION>
COMBINED
----------------------------------
1999 1998
---- ----
<S> <C> <C>
INVESTMENT INCOME:
Dividends .................................................. $ 11,312,884 $ 3,703,277
------------- -------------

EXPENSES:
Insurance charges .......................................... 3,483,129 886,762
Administrative fees ........................................ 417,979 106,413
------------- -------------
Net investment income (loss) ........................... 7,411,776 2,710,102
------------- -------------

REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment transactions:
Proceeds from investments sold ........................... 89,049,275 16,924,277
Cost of investments sold ................................. 86,033,378 16,720,569
------------- -------------

Net realized gain (loss) ............................... 3,015,897 203,708
------------- -------------

Change in unrealized gain (loss) on investments:
Unrealized gain (loss) beginning of year ................. 12,441,713 (23,471)
Unrealized gain (loss) end of year ....................... 64,087,301 12,441,713
------------- -------------

Net change in unrealized gain (loss) for the year ...... 51,645,588 12,465,184
------------- -------------

Net increase (decrease) in net assets
resulting from operations .............................. 62,073,261 15,378,994
------------- -------------

UNIT TRANSACTIONS:
Participant purchase payments .............................. 127,477,159 121,461,712
Participant transfers from other Travelers accounts ........ 163,232,615 49,991,050
Administrative charges ..................................... (42,735) (11,401)
Contract surrenders ........................................ (12,553,592) (2,370,182)
Participant transfers to other Travelers accounts .......... (105,324,883) (17,368,160)
Other payments to participants ............................. (1,948,494) (691,370)
------------- -------------

Net increase (decrease) in net assets
resulting from unit transactions ....................... 170,840,070 151,011,649
------------- -------------

Net increase (decrease) in net assets .................. 232,913,331 166,390,643

NET ASSETS:
Beginning of year ........................................ 176,520,731 10,130,088
------------- -------------

End of year .............................................. $ 409,434,062 $ 176,520,731
============= =============
</TABLE>

-22-
<PAGE> 163

NOTES TO FINANCIAL STATEMENTS - CONTINUED

8. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR FUND ABD FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
CAPITAL APPRECIATION DREYFUS CAPITAL
FUND REIT SERIES APPRECIATION PORTFOLIO
------------------------ ------------------------- --------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... 10,561,314 870,525 96,983 - 2,937,245 -
Accumulation units purchased and
transferred from other Travelers accounts .. 18,101,882 10,229,210 589,683 129,268 5,939,396 3,105,269
Accumulation units redeemed and
transferred to other Travelers accounts .... (2,691,208) (538,421) (328,756) (32,285) (1,035,852) (168,024)
Annuity units ................................ (77) - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Accumulation and annuity units
end of year ................................ 25,971,911 10,561,314 357,910 96,983 7,840,789 2,937,245
=========== =========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
DIVERSIFIED STRATEGIC
SMALL CAP PORTFOLIO APPRECIATION PORTFOLIO INCOME PORTFOLIO
------------------------- ------------------------- -------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... 1,435,805 - 3,710,315 506,282 7,076,327 733,829
Accumulation units purchased and
transferred from other Travelers accounts .. 2,693,885 1,501,350 3,598,677 3,619,819 5,177,864 6,855,041
Accumulation units redeemed and
transferred to other Travelers accounts .... (742,638) (65,545) (372,950) (415,786) (1,470,754) (512,543)
Annuity units ................................ - - (130) - - -
----------- ----------- ----------- ----------- ----------- -----------
Accumulation and annuity units
end of year ................................ 3,387,052 1,435,805 6,935,912 3,710,315 10,783,437 7,076,327
=========== =========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
EQUITY INDEX
TOTAL RETURN PORTFOLIO PORTFOLIO CLASS II MONEY MARKET PORTFOLIO
------------------------- ------------------------- --------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... 708,254 - - - 9,244,927 345,682
Accumulation units purchased and
transferred from other Travelers accounts .. 1,299,511 716,696 779,285 - 52,491,386 17,589,374
Accumulation units redeemed and
transferred to other Travelers accounts .... (49,014) (8,442) (25,466) - (44,986,043) (8,690,129)
Annuity units ................................ - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Accumulation and annuity units
end of year ................................ 1,958,751 708,254 753,819 - 16,750,270 9,244,927
=========== =========== =========== =========== =========== ===========
</TABLE>

-23-
<PAGE> 164

NOTES TO FINANCIAL STATEMENTS - CONTINUED

8. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR FUND ABD FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

<TABLE>
<CAPTION>
EMERGING MARKETS GLOBAL EQUITY MID CAP VALUE
EQUITY PORTFOLIO PORTFOLIO PORTFOLIO
--------------------- --------------------- ---------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year ........................... 27,410 - 163,749 - 219,618 -
Accumulation units purchased and
transferred from other Travelers accounts ... 212,224 27,410 346,550 164,227 600,373 219,623
Accumulation units redeemed and
transferred to other Travelers accounts ..... (1,132) - (2,255) (478) (1,000) (5)
Annuity units ................................. - - - - - -
-------- -------- -------- -------- -------- --------
Accumulation and annuity units
end of year ................................. 238,502 27,410 508,044 163,749 818,991 219,618
======== ======== ======== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
SALOMON BROTHERS SALOMON BROTHERS VARIABLE
VALUE PORTFOLIO VARIABLE CAPITAL FUND HIGH YIELD BOND FUND
----------------------- ----------------------- -------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year ........................... 258,345 - 55,964 - 117,685 -
Accumulation units purchased and
transferred from other Travelers accounts ... 608,561 258,871 161,500 55,964 91,470 117,685
Accumulation units redeemed and
transferred to other Travelers accounts ..... (13,141) (526) (999) - (1,116) -
Annuity units ................................. - - - - - -
--------- --------- --------- --------- --------- ---------
Accumulation and annuity units
end of year ................................. 853,765 258,345 216,465 55,964 208,039 117,685
========= ========= ========= ========= ========= =========
</TABLE>

<TABLE>
<CAPTION>
SALOMON BROTHERS VARIABLE SALOMON BROTHERS VARIABLE
INVESTORS FUND STRATEGIC BOND FUND EQUITY INCOME PORTFOLIO
-------------------------- ------------------------- --------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year ........................... 1,764,644 - 127,127 - 12,301,819 639,656
Accumulation units purchased and
transferred from other Travelers accounts ... 2,512,443 1,869,636 217,409 127,694 11,259,107 12,793,027
Accumulation units redeemed and
transferred to other Travelers accounts ..... (371,120) (104,992) (286) (567) (3,668,063) (1,130,864)
Annuity units ................................. - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Accumulation and annuity units
end of year ................................. 3,905,967 1,764,644 344,250 127,127 19,892,863 12,301,819
=========== =========== =========== =========== =========== ===========
</TABLE>

-24-
<PAGE> 165

NOTES TO FINANCIAL STATEMENTS - CONTINUED

8. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR FUND ABD FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

<TABLE>
<CAPTION>
FEDERATED
HIGH YIELD PORTFOLIO FEDERATED STOCK PORTFOLIO LARGE CAP PORTFOLIO
------------------------- ------------------------- --------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... 7,715,310 620,667 4,599,587 352,550 6,662,550 491,869
Accumulation units purchased and
transferred from other Travelers accounts .. 4,881,852 7,735,861 4,064,289 4,564,143 10,608,971 6,484,501
Accumulation units redeemed and
transferred to other Travelers accounts .... (2,360,124) (641,218) (953,137) (317,106) (1,709,210) (313,820)
Annuity units ................................ - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Accumulation and annuity units
end of year ................................ 10,237,038 7,715,310 7,710,739 4,599,587 15,562,311 6,662,550
=========== =========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
LAZARD INTERNATIONAL MFS EMERGING MFS MID CAP
STOCK PORTFOLIO GROWTH PORTFOLIO GROWTH PORTFOLIO
------------------------- ------------------------- --------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... 6,533,760 849,629 5,891,811 528,553 696,846 -
Accumulation units purchased and
transferred from other Travelers accounts .. 20,317,507 6,246,023 7,281,189 5,719,953 2,929,277 742,982
Accumulation units redeemed and
transferred to other Travelers accounts .... (16,587,197) (561,892) (1,950,156) (356,695) (405,703) (46,136)
Annuity units ................................ - - (96) - - -
----------- ----------- ----------- ----------- ----------- -----------
Accumulation and annuity units
end of year ................................ 10,264,070 6,533,760 11,222,748 5,891,811 3,220,420 696,846
=========== =========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
MFS RESEARCH PORTFOLIO STRATEGIC STOCK PORTFOLIO CONVERTIBLE BOND PORTFOLIO
------------------------- ------------------------- --------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... 149,981 - 13,783 - 458,699 -
Accumulation units purchased and
transferred from other Travelers accounts .. 2,134,758 161,382 222,076 19,604 815,947 506,502
Accumulation units redeemed and
transferred to other Travelers accounts .... (931,963) (11,401) (14,549) (5,821) (136,649) (47,803)
Annuity units ................................ - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Accumulation and annuity units
end of year ................................ 1,352,776 149,981 221,310 13,783 1,137,997 458,699
=========== =========== =========== =========== =========== ===========
</TABLE>

-25-
<PAGE> 166

NOTES TO FINANCIAL STATEMENTS - CONTINUED

8. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR FUND ABD FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

<TABLE>
<CAPTION>
DISCIPLINED MID CAP DISCIPLINED SMALL CAP TRAVELERS QUALITY
STOCK PORTFOLIO STOCK PORTFOLIO BOND PORTFOLIO
------------------------- ------------------------- --------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... 1,425,770 120,880 518,858 - 9,328,606 378,758
Accumulation units purchased and
transferred from other Travelers accounts .. 1,600,400 1,485,652 1,566,779 563,196 10,221,069 10,101,017
Accumulation units redeemed and
transferred to other Travelers accounts .... (362,663) (180,762) (186,009) (44,338) (6,153,362) (1,151,169)
Annuity units ................................ - - - - (119) -
----------- ----------- ----------- ----------- ----------- -----------
Accumulation and annuity units
end of year ................................ 2,663,507 1,425,770 1,899,628 518,858 13,396,194 9,328,606
=========== =========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
MFS TOTAL PUTNAM DIVERSIFIED
ALLIANCE GROWTH PORTFOLIO RETURN PORTFOLIO INCOME PORTFOLIO
------------------------- ------------------------- --------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... 13,211,206 1,062,634 16,380,184 962,287 1,955,397 51,659
Accumulation units purchased and
transferred from other Travelers accounts .. 13,905,439 13,093,237 14,486,220 16,107,857 2,442,067 2,118,951
Accumulation units redeemed and
transferred to other Travelers accounts .... (2,091,919) (944,665) (3,693,094) (689,960) (1,000,658) (215,213)
Annuity units ................................ (99) - (85) - (129) -
----------- ----------- ----------- ----------- ----------- -----------
Accumulation and annuity units
end of year ................................ 25,024,627 13,211,206 27,173,225 16,380,184 3,396,677 1,955,397
=========== =========== =========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
COMSTOCK PORTFOLIO DOMESTIC INCOME PORTFOLIO EMERGING GROWTH PORTFOLIO
------------------------- ------------------------- --------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... - - 116,317 - 27,189 -
Accumulation units purchased and
transferred from other Travelers accounts .. 65,610 - 430,246 116,317 456,640 27,664
Accumulation units redeemed and
transferred to other Travelers accounts .... (4) - (12,830) - (592) (475)
Annuity units ................................ - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Accumulation and annuity units
end of year ................................ 65,606 - 533,733 116,317 483,237 27,189
=========== =========== =========== =========== =========== ===========
</TABLE>

-26-
<PAGE> 167

NOTES TO FINANCIAL STATEMENTS - CONTINUED

8. SCHEDULE OF ACCUMULATION AND ANNUITY UNITS FOR FUND ABD FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 (CONTINUED)

<TABLE>
<CAPTION>
GROWTH AND INCOME
ENTERPRISE PORTFOLIO GOVERNMENT PORTFOLIO PORTFOLIO
------------------------ ------------------------ ------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... 233,972 - 347,758 - 292,761 -
Accumulation units purchased and
transferred from other Travelers accounts .. 724,912 234,459 246,222 347,758 818,586 292,762
Accumulation units redeemed and
transferred to other Travelers accounts .... (5,347) (487) (260,800) - (5,932) (1)
Annuity units ................................ - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Accumulation and annuity units
end of year ................................ 953,537 233,972 333,180 347,758 1,105,415 292,761
========== ========== ========== ========== ========== ==========
</TABLE>

<TABLE>
<CAPTION>
VAN KAMPEN MONEY MARKET MORGAN STANLEY REAL EMERGING
PORTFOLIO ESTATE SECURITIES PORTFOLIO MARKETS PORTFOLIO
------------------------ --------------------------- ------------------------
1999 1998 1999 1998 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Accumulation and annuity units
beginning of year .......................... 637,874 - 66,511 - 223,688 -
Accumulation units purchased and
transferred from other Travelers accounts .. 321,015 1,224,036 39,463 67,010 1,442,108 346,824
Accumulation units redeemed and
transferred to other Travelers accounts .... (413,721) (586,162) (10) (499) (773,784) (123,136)
Annuity units ................................ - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Accumulation and annuity units
end of year ................................ 545,168 637,874 105,964 66,511 892,012 223,688
========== ========== ========== ========== ========== ==========
</TABLE>

COMBINED
----------------------------
1999 1998
---- ----
<S> <C> <C>
Accumulation and annuity units
beginning of year .......................... 128,295,949 8,515,460
Accumulation units purchased and
transferred from other Travelers accounts .. 208,703,848 137,687,855
Accumulation units redeemed and
transferred to other Travelers accounts .... (95,771,206) (17,907,366)
Annuity units ................................ (735) -
------------ ------------
Accumulation and annuity units
end of year ................................ 241,227,856 128,295,949
============ ============
</TABLE>

-27-
<PAGE> 168

INDEPENDENT AUDITORS' REPORT

To the Owners of Variable Annuity Contracts of
The Travelers Fund ABD for Variable Annuities:

We have audited the accompanying statement of assets and liabilities of The
Travelers Fund ABD for Variable Annuities as of December 31, 1999, and the
related statement of operations for the year then ended and the statement of
changes in net assets for each of the two years in the period then ended. These
financial statements are the responsibility of management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of shares owned as of December 31, 1999, by correspondence with the
underlying funds. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Travelers Fund ABD for
Variable Annuities as of December 31, 1999, the results of its operations for
the year then ended and the changes in its net assets for each of the two years
in the period then ended, in conformity with generally accepted accounting
principles.

/S/ KPMG LLP

Hartford, Connecticut
February 18, 2000

-28-
<PAGE> 169

Independent Auditors

KPMG LLP

Hartford, Connecticut

This report is prepared for the general information of contract owners and is
not an offer of shares of The Travelers Fund ABD for Variable Annuities or Fund
ABD's underlying funds. It should not be used in connection with any offer
except in conjunction with the Prospectus for The Travelers Fund ABD for
Variable Annuities product(s) offered by The Travelers Insurance Company and the
Prospectuses of the underlying funds, which collectively contain all pertinent
information, including the applicable sales commissions.

FNDABD (Annual) (12-99) Printed in U.S.A.

<PAGE> 170
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholder
The Travelers Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of The Travelers
Insurance Company and Subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of income, changes in retained earnings and
accumulated other changes in equity from non-owner sources and cash flows for
each of the years in the three-year period ended December 31, 1999. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Travelers
Insurance Company and Subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with generally accepted
accounting principles.

/s/ KPMG LLP
Hartford, Connecticut
January 18, 2000

F-1
<PAGE> 171
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
($ in millions)

FOR THE YEAR ENDED DECEMBER 31, 1999 1998 1997
---- ---- ----

<S> <C> <C> <C>
REVENUES
Premiums $1,738 $1,740 $1,583
Net investment income 2,506 2,185 2,037
Realized investment gains 113 149 199
Other revenues 521 440 354
- -------------------------------------------------------------------------------------------------- ------------- -------------
Total Revenues 4,878 4,514 4,173
- -------------------------------------------------------------------------------------------------- ------------- -------------

BENEFITS AND EXPENSES
Current and future insurance benefits 1,515 1,475 1,341
Interest credited to contractholders 937 876 829
Amortization of deferred acquisition costs 315 275 252
General and administrative expenses 519 505 468
- -------------------------------------------------------------------------------------------------- ------------- -------------
Total Benefits and Expenses 3,286 3,131 2,890
- -------------------------------------------------------------------------------------------------- ------------- -------------

Income from continuing operations before federal income taxes 1,592 1,383 1,283
- -------------------------------------------------------------------------------------------------- ------------- -------------

Federal income tax expense
Current 409 442 434
Deferred 136 39 10
- -------------------------------------------------------------------------------------------------- ------------- -------------
Total Federal Income Taxes 545 481 444
- -------------------------------------------------------------------------------------------------- ------------- -------------
Net income $1,047 $902 $839
================================================================================================== ============= =============
</TABLE>

See Notes to Consolidated Financial Statements.

F-2
<PAGE> 172
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in millions)

DECEMBER 31, 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Fixed maturities, available for sale at fair value (cost, $24,500, $22,973) $23,866 $23,893
Equity securities, at fair value (cost, $691, $474) 784 518
Mortgage loans 2,285 2,606
Real estate held for sale 236 143
Policy loans 1,258 1,857
Short-term securities 1,283 1,098
Trading securities, at market value 1,678 1,186
Other invested assets 2,098 2,251
- ----------------------------------------------------------------------------------------------------------------------------
Total Investments 33,488 33,552
- ----------------------------------------------------------------------------------------------------------------------------

Cash 85 65
Investment income accrued 395 393
Premium balances receivable 178 99
Reinsurance recoverables 3,234 3,387
Deferred acquisition costs 2,688 2,317
Separate and variable accounts 22,199 15,313
Other assets 1,264 1,422
- ----------------------------------------------------------------------------------------------------------------------------
Total Assets $63,531 $56,548
- ----------------------------------------------------------------------------------------------------------------------------

LIABILITIES
Contractholder funds $17,567 $16,739
Future policy benefits and claims 12,563 12,326
Separate and variable accounts 22,194 15,305
Deferred federal income taxes 23 422
Trading securities sold not yet purchased, at market value 1,098 873
Other liabilities 2,466 2,783
- ----------------------------------------------------------------------------------------------------------------------------
Total Liabilities 55,911 48,448
- ----------------------------------------------------------------------------------------------------------------------------

SHAREHOLDER'S EQUITY
Common stock, par value $2.50; 40 million shares authorized, issued and outstanding 100 100
Additional paid-in capital 3,819 3,800
Retained earnings 4,099 3,602
Accumulated other changes in equity from non-owner sources (398) 598
- ----------------------------------------------------------------------------------------------------------------------------
Total Shareholder's Equity 7,620 8,100
- ----------------------------------------------------------------------------------------------------------------------------

Total Liabilities and Shareholder's Equity $63,531 $56,548
============================================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements.

F-3
<PAGE> 173
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN RETAINED EARNINGS AND
ACCUMULATED OTHER CHANGES IN EQUITY FROM NON-OWNER SOURCES
($ in millions)

- -----------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN RETAINED EARNINGS 1999 1998 1997
- -----------------------------------------------------------------------------------------------------------

<S> <C> <C> <C>
Balance, beginning of year $3,602 $2,810 $2,471
Net income 1,047 902 839
Dividends to parent 550 110 500
- -----------------------------------------------------------------------------------------------------------
Balance, end of year $4,099 $3,602 $2,810
===========================================================================================================

- -----------------------------------------------------------------------------------------------------------
STATEMENTS OF ACCUMULATED OTHER CHANGES
IN EQUITY FROM NON-OWNER SOURCES
- -----------------------------------------------------------------------------------------------------------

Balance, beginning of year $598 $535 $223
Unrealized gains (losses), net of tax (996) 62 313
Foreign currency translation, net of tax 0 1 (1)
- -----------------------------------------------------------------------------------------------------------
Balance, end of year $(398) $598 $535
===========================================================================================================

- -----------------------------------------------------------------------------------------------------------
SUMMARY OF CHANGES IN EQUITY
FROM NON-OWNER SOURCES
- -----------------------------------------------------------------------------------------------------------

Net Income $1,047 $902 $839
Other changes in equity from non-owner sources (996) 63 312
- -----------------------------------------------------------------------------------------------------------
Total changes in equity from non-owner sources $51 $965 $1,151
===========================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements.

F-4
<PAGE> 174
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
($ in millions)

FOR THE YEAR ENDED DECEMBER 31, 1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Premiums collected $1,715 $1,763 $1,519
Net investment income received 2,365 2,021 2,059
Other revenues received 537 419 373
Benefits and claims paid (1,094) (1,127) (1,230)
Interest credited to contractholders (958) (918) (853)
Operating expenses paid (1,013) 751) (638)
Income taxes paid (393) (506) (368)
Trading account investments purchases, net (80) (38) (54)
Other (104) 12 18
- ---------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities 975 875 826
- ---------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of investments
Fixed maturities 4,103 2,608 2,259
Mortgage loans 662 722 663
Proceeds from sales of investments
Fixed maturities 12,562 13,390 7,592
Equity securities 100 212 341
Mortgage loans - - 207
Real estate held for sale 219 53 169
Purchases of investments
Fixed maturities (18,129) (18,072) (11,143)
Equity securities (309) (194) (483)
Mortgage loans (470) 457) (771)
Policy loans, net 599 15 38
Short-term securities (purchases) sales, net 316 495) (2)
Other investments purchases, net (413) (550) (260)
Securities transactions in course of settlement, net (463) 192 311
- ---------------------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities (1,223) (2,576) (1,079)
- ---------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of commercial paper, net - - (50)
Contractholder fund deposits 5,764 4,383 3,544
Contractholder fund withdrawals (4,946) (2,565) (2,757)
Dividends to parent company (550) (110) (500)
- ---------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities 268 1,708 237
- ---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash 20 7 (16)
- ---------------------------------------------------------------------------------------------------------------------
Cash at December 31, $85 $65 $58
====================================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements.

F-5
<PAGE> 175
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Presentation

The Travelers Insurance Company (TIC), together with its subsidiaries (the
Company), is a wholly owned subsidiary of The Travelers Insurance Group
Inc. (TIGI), an indirect wholly owned subsidiary of Citigroup Inc.
(Citigroup). The consolidated financial statements include the accounts of
the Company and its insurance and non-insurance subsidiaries on a fully
consolidated basis. The primary insurance entities of the Company are TIC
and its subsidiaries, The Travelers Life and Annuity Company (TLAC),
Primerica Life Insurance Company (Primerica Life), and its subsidiaries,
Primerica Life Insurance Company of Canada and National Benefit Life
Insurance Company (NBL).

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and benefits and
expenses during the reporting period. Actual results could differ from
those estimates.

Certain prior year amounts have been reclassified to conform to the 1999
presentation.

ACCOUNTING CHANGES

Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities

Effective January 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities" (FAS 125). This
statement establishes accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities. These
standards are based on an approach that focuses on control. Under this
approach, after a transfer of financial assets, an entity recognizes the
financial and servicing assets it controls and the liabilities it has
incurred, derecognizes financial assets when control has been surrendered
and derecognizes liabilities when extinguished. FAS 125 provides standards
for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. Effective January 1, 1998, the
Company adopted the collateral provisions of FAS 125 that were not
effective until 1998 in accordance with Statement of Financial Accounting
Standards No. 127, "Deferral of the Effective Date of Certain Provisions of
SFAS 125." The adoption of the collateral provisions of FAS 125 created
additional assets and liabilities on the Company's consolidated statement
of financial position related to the recognition of securities provided and
received as collateral. There was no impact on the Company's results of
operations from the adoption of the collateral provisions of FAS 125.

F-6
<PAGE> 176
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use During the third quarter of 1998, the Company adopted
(effective January 1, 1998) the Accounting Standards Executive Committee of
the American Institute of Certified Public Accountants' Statement of
Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" (SOP 98-1). SOP 98-1 provides guidance on
accounting for the costs of computer software developed or obtained for
internal use and for determining when specific costs should be capitalized
or expensed. The adoption of SOP 98-1 did not have a material impact on the
Company's financial condition, results of operations or liquidity.

Accounting by Insurance and Other Enterprises for Insurance - Related
Assessments

In January 1999, the Company adopted (effective January 1, 1999) Statement
of Position 97-3, "Accounting by Insurance and Other Enterprises for
Insurance-Related Assessments" (SOP 97-3). SOP 97-3 provides guidance for
determining when an entity should recognize a liability for guaranty-fund
and other insurance-related assessments, how to measure that liability, and
when an asset may be recognized for the recovery of such assessments
through premium tax offsets or policy surcharges. The adoption of this SOP
had no impact on the Company's financial condition, results of operations
or liquidity.

ACCOUNTING POLICIES

Investments
Fixed maturities include bonds, notes and redeemable preferred stocks. Fair
values of investments in fixed maturities are based on quoted market prices
or dealer quotes or, if these are not available, discounted expected cash
flows using market rates commensurate with the credit quality and maturity
of the investment. Also included in fixed maturities are loan-backed and
structured securities, which are amortized using the retrospective method.
The effective yield used to determine amortization is calculated based upon
actual historical and projected future cash flows, which are obtained from
a widely-accepted securities data provider. Fixed maturities are classified
as "available for sale" and are reported at fair value, with unrealized
investment gains and losses, net of income taxes, charged or credited
directly to shareholder's equity.

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

Mortgage loans are carried at amortized cost. A mortgage loan is considered
impaired when it is probable that the Company will be unable to collect
principal and interest amounts due. For mortgage loans that are determined
to be impaired, a reserve is established for the difference between the
amortized cost and fair market value of the underlying collateral. In
estimating fair value, the Company uses interest rates reflecting the
higher returns required in the current real estate financing market.
Impaired loans were insignificant at December 31, 1999 and 1998.

F-7
<PAGE> 177
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Real estate held for sale is carried at the lower of cost or fair value
less estimated cost to sell. Fair value of foreclosed properties is
established at the time of foreclosure by internal analysis or external
appraisers, using discounted cash flow analyses and other accepted
techniques. Thereafter, an allowance for losses on real estate held for
sale is established if the carrying value of the property exceeds its
current fair value less estimated costs to sell. There was no such
allowance at December 31, 1999 and 1998.

Trading securities and related liabilities are normally held for periods
less than six months. These investments are marked to market with the
change recognized in net investment income during the current period.

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

Other invested assets include partnership investments and real estate joint
ventures accounted for on the equity method of accounting. Undistributed
income is reported in net investment income.

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

DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses derivative financial instruments, including financial
futures contracts, options, forward contracts, interest rate swaps,
currency swaps, and equity swaps, as a means of hedging exposure to
interest rate and foreign currency risk. Hedge accounting is used to
account for derivatives. To qualify for hedge accounting the changes in
value of the derivative must be expected to substantially offset the
changes in value of the hedged item. Hedges are monitored to ensure that
there is a high correlation between the derivative instruments and the
hedged investment.

Gains and losses arising from financial futures contracts are used to
adjust the basis of hedged investments and are recognized in net investment
income over the life of the investment.

Payments to be received or made under interest rate swaps are accrued and
recognized in net investment income. Swaps hedging investments are carried
at fair value with unrealized gains and losses, net of taxes, charged or
credited directly to shareholder's equity. Interest rate and currency swaps
hedging liabilities are off-balance sheet.

Forward contracts, interest rate options and equity swaps were not
significant at December 31, 1999 and 1998. Information concerning
derivative financial instruments is included in Note 5.

INVESTMENT GAINS AND LOSSES
Realized investment gains and losses are included as a component of pre-tax
revenues based upon specific identification of the investments sold on the
trade date. Also included are gains and losses arising from the
remeasurement of the local currency value of foreign investments to U.S.
dollars, the functional currency of the Company. The foreign exchange
effects of Canadian operations are included in unrealized gains and losses.

F-8
<PAGE> 178
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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

DEFERRED ACQUISITION COSTS
Costs of acquiring individual life insurance, annuities and long-term care
business, principally commissions and certain expenses related to policy
issuance, underwriting and marketing, all of which vary with and are
primarily related to the production of new business, are deferred.
Acquisition costs relating to traditional life insurance, including term
insurance and long-term care insurance, are amortized in relation to
anticipated premiums; universal life in relation to estimated gross
profits; and annuity contracts employing a level yield method. For life
insurance, a 15 to 20-year amortization period is used; for long-term care
business, a 10 to 20-year period is used, and a seven to 20-year period is
employed for annuities. Deferred acquisition costs are reviewed
periodically for recoverability to determine if any adjustment is required.
Adjustments, if any, are charged to income.

VALUE OF INSURANCE IN FORCE

The value of insurance in force is an asset recorded at the time of
acquisition of an insurance company. It represents the actuarially
determined present value of anticipated profits to be realized from life
insurance, annuities and health contracts at the date of acquisition using
the same assumptions that were used for computing related liabilities where
appropriate. The value of insurance in force was the actuarially determined
present value of the projected future profits discounted at interest rates
ranging from 14% to 18%. Traditional life insurance and guaranteed
renewable health policies are amortized in relation to anticipated
premiums; universal life is amortized in relation to estimated gross
profits; and annuity contracts are amortized employing a level yield
method. The value of insurance in force is reviewed periodically for
recoverability to determine if any adjustment is required. Adjustments, if
any, are charged to income.

SEPARATE AND VARIABLE ACCOUNTS
Separate and variable accounts primarily represent funds for which
investment income and investment gains and losses accrue directly to, and
investment risk is borne by, the contractholders. Each account has specific
investment objectives. The assets of each account are legally segregated
and are not subject to claims that arise out of any other business of the
Company. The assets of these accounts are carried at market value. Certain
other separate accounts provide guaranteed levels of return or benefits and
the assets of these accounts are primarily carried at market value. Amounts
assessed to the contractholders for management services are included in
revenues. Deposits, net investment income and realized investment gains and
losses for these accounts are excluded from revenues, and related liability
increases are excluded from benefits and expenses.

GOODWILL
Goodwill represents the cost of acquired businesses in excess of net assets
and is being amortized on a straight-line basis principally over a 40-year
period. The carrying amount is regularly reviewed for indication of
impairment in value that in the view of management would be other than
temporary. If it is determined that goodwill is unlikely to be recovered,
impairment is recognized on a discounted cash flow basis.

F-9
<PAGE> 179
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

CONTRACTHOLDER FUNDS
Contractholder funds represent receipts from the issuance of universal
life, corporate owned life insurance, pension investment and certain
deferred annuity contracts. Contractholder fund balances are increased by
such receipts and credited interest and reduced by withdrawals, mortality
charges and administrative expenses charged to the contractholders.
Interest rates credited to contractholder funds range from 3.5% to 10.0%.

FUTURE POLICY BENEFITS
Future policy benefits represent liabilities for future insurance policy
benefits. Benefit reserves for life insurance and annuities have been
computed based upon mortality, morbidity, persistency and interest
assumptions applicable to these coverages, which range from 2.5% to 10.0%,
including adverse deviation. These assumptions consider Company experience
and industry standards. The assumptions vary by plan, age at issue, year of
issue and duration. Appropriate recognition has been given to experience
rating and reinsurance.

OTHER LIABILITIES
Included in Other Liabilities is the Company's estimate of its liability
for guaranty fund and other insurance-related assessments. State guaranty
fund assessments are based upon the Company's share of premium written or
received in one or more years prior to an insolvency occurring in the
industry. Once an insolvency has occurred, the Company recognizes a
liability for such assessments if it is probable that an assessment will be
imposed and the amount of the assessment can be reasonably estimated. At
December 31, 1999, the Company had a liability of $21.9 million for
guaranty fund assessments and a related premium tax offset recoverable of
$4.7 million. The assessments are expected to be paid over a period of
three to five years and the premium tax offsets are expected to be realized
over a period of 10 to 15 years.

SECURITIES LOANED
Securities loaned are recorded at the amount of cash received as
collateral. The Company receives cash collateral in an amount in excess of
the market value of securities loaned. The Company monitors the market
value of securities loaned on a daily basis with additional collateral
obtained as necessary.

PERMITTED STATUTORY ACCOUNTING PRACTICES
The Company's insurance subsidiaries, domiciled principally in Connecticut
and Massachusetts, prepare statutory financial statements in accordance
with the accounting practices prescribed or permitted by the insurance
departments of the states of domicile. Prescribed statutory accounting
practices include certain publications of the National Association of
Insurance Commissioners (NAIC) as well as state laws, regulations, and
general administrative rules. Permitted statutory accounting practices
encompass all accounting practices not so prescribed. The impact of any
permitted accounting practices on statutory surplus of the Company is not
material.

The NAIC recently completed a process intended to codify statutory
accounting practices for certain insurance enterprises. As a result of this
process, the NAIC will issue a revised statutory Accounting Practices and
Procedures Manual - version effective January 1, 2001 (the revised Manual)
that will be effective for years beginning January 1, 2001. It is expected
that the State of Connecticut will require that, effective January 1, 2001,
insurance companies domiciled in Connecticut prepare their statutory basis
financial statements in accordance with the revised Manual subject to any
deviations prescribed or permitted

F-10
<PAGE> 180
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

by the Connecticut insurance commissioner. The Company has not yet
determined the impact that this change will have on the statutory capital
and surplus of its insurance subsidiaries.

PREMIUMS
Premiums are recognized as revenues when due. Reserves are established for
the portion of premiums that will be earned in future periods and for
deferred profits on limited-payment policies that are being recognized in
income over the policy term.

OTHER REVENUES
Other revenues include management fees for variable annuity separate
accounts; surrender, mortality and administrative charges and fees earned
on investment, universal life and other insurance contracts; and revenues
of non-insurance subsidiaries.

CURRENT AND FUTURE INSURANCE BENEFITS
Current and future insurance benefits represent charges for mortality and
morbidity related to fixed annuities, universal life, term life and health
insurance benefits.

INTEREST CREDITED TO CONTRACTHOLDERS
Interest credited to contractholders represents amounts earned by universal
life, corporate owned life insurance, pension investment and certain
deferred annuity contracts in accordance with contract provisions.

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

FUTURE APPLICATION OF ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (FAS 133). In June 1999, the
FASB issued Statement of Financial Standards No. 137 "Deferral of the
Effective Date of FASB Statement No. 133" (FAS 137) which allows entities
which have not adopted FAS 133 to defer its effective date to all fiscal
quarters of all fiscal years beginning after June 15, 2000. FAS 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives), and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the consolidated balance sheet and measure those instruments
at fair value. If certain conditions are met, a derivative may be
specifically designated as (a) a hedge of the exposure to changes in the
fair value of a recognized asset or liability or an unrecognized firm
commitment, (b) a hedge of the exposure to variable cash flows of a
recognized asset or liability or of a forecasted transaction, or (c) a
hedge of the foreign currency exposure of a net investment in a foreign

F-11
<PAGE> 181
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

operation, an unrecognized firm commitment, an available-for-sale security,
or a foreign-currency-denominated forecasted transaction. The accounting
for changes in the fair value of a derivative (that is, gains and losses)
depends on the intended use of the derivative and the resulting
designation. Upon initial application of FAS 133, hedging relationships
must be designated anew and documented pursuant to the provisions of this
statement. The Company adopted the deferral provisions of FAS 137,
effective January 1, 2000 and has not yet determined the impact that FAS
133 will have on its consolidated financial statements.

2. COMMERCIAL PAPER AND LINES OF CREDIT

TIC has issued commercial paper directly to investors in prior years. No
commercial paper was outstanding at December 31, 1999 or December 31, 1998.
TIC must maintain bank lines of credit at least equal to the amount of the
outstanding commercial paper. Citigroup and TIC have an agreement with a
syndicate of banks to provide $1.0 billion of revolving credit, to be
allocated to Citigroup or the Company. TIC's participation in this
agreement is limited to $250 million. The agreement consists of a five-year
revolving credit facility that expires in June 2001. At December 31, 1999
and 1998, no credit under this agreement was allocated to TIC. Under this
facility the Company is required to maintain certain minimum equity and
risk-based capital levels. At December 31, 1999, the Company was in
compliance with these provisions. If TIC had borrowings outstanding on this
facility, the interest rate would be based upon LIBOR plus a contractually
negotiated margin.

3. REINSURANCE

The Company participates in reinsurance in order to limit losses, minimize
exposure to large risks, provide additional capacity for future growth and
to effect business-sharing arrangements. Reinsurance is accomplished
through various plans of reinsurance, primarily yearly renewable term
coinsurance and modified coinsurance. The Company remains primarily liable
as the direct insurer on all risks reinsured.

Since 1997 universal life business was reinsured under an 80%/20% quota
share reinsurance program and term life business was reinsured under a
90%/10% quota share reinsurance program. Prior to 1997, the Company
reinsured all of its life business via first dollar quota share treaties on
an 80%/20% basis. Maximum retention of $1.5 million is generally reached on
policies in excess of $7.5 million. For other plans of insurance, it is the
policy of the Company to obtain reinsurance for amounts above certain
retention limits on individual life policies, which limits vary with age
and underwriting classification. Generally, the maximum retention on an
ordinary life risk is $1.5 million. Total inforce business ceded under
reinsurance contracts is $222.5 billion and $201.3 billion at December 31,
1999 and 1998.

The Company writes workers' compensation business through its Accident
Department. This business is ceded 100% to an affiliate, The Travelers
Indemnity Company.

F-12
<PAGE> 182
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

A summary of reinsurance financial data reflected within the consolidated
statements of income and balance sheets is presented below ($ in millions):

WRITTEN PREMIUMS 1999 1998 1997
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Direct $2,274 $2,310 $2,148
Assumed from:
Non-affiliated companies - - 1
Ceded to:
Affiliated companies (206) (242) (280)
Non-affiliated companies (322) (317) (273)
------------------------------------------------------------------------------------------------------
Total Net Written Premiums $1,746 $1,751 $1,596
======================================================================================================
</TABLE>

<TABLE>
<CAPTION>
EARNED PREMIUMS 1999 1998 1997
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Direct $2,248 $1,949 $2,170
Assumed from:
Non-affiliated companies - - 1
Ceded to:
Affiliated companies (193) (251) (321)
Non-affiliated companies (327) (308) (291)
------------------------------------------------------------------------------------------------------
Total Net Earned Premiums $1,728 $1,390 $1,559
======================================================================================================
</TABLE>

Reinsurance recoverables at December 31, 1999 and 1998 include amounts
recoverable on unpaid and paid losses and were as follows ($ in millions):

REINSURANCE RECOVERABLES 1999 1998
------------------------------------------------------------------------------------------------------

<S> <C> <C>
Life and Accident and Health Business:
Non-affiliated companies $1,221 $1,297
Property-Casualty Business:
Affiliated companies 2,013 2,090
------------------------------------------------------------------------------------------------------
Total Reinsurance Recoverables $3,234 $3,387
======================================================================================================
</TABLE>

Total reinsurance recoverables at December 31, 1999 and 1998 include $569
million and $640 million, respectively, from The Metropolitan Life
Insurance Company in connection with the sale of the Company's group life
insurance and related businesses in 1995.

F-13
<PAGE> 183
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

4. SHAREHOLDER'S EQUITY

Shareholder's Equity and Dividend Availability

The Company's statutory net income, which includes the statutory net income
of all insurance subsidiaries, was $890 million, $702 million and $754
million for the years ended December 31, 1999, 1998 and 1997, respectively.

The Company's statutory capital and surplus was $5.03 billion and $4.95
billion at December 31, 1999 and 1998, respectively.

The Company is currently subject to various regulatory restrictions that
limit the maximum amount of dividends available to be paid to its parent
without prior approval of insurance regulatory authorities. Statutory
surplus of $679 million is available in 2000 for dividend payments by the
Company without prior approval of the Connecticut Insurance Department. In
addition, under a revolving credit facility, the Company is required to
maintain certain minimum equity and risk-based capital levels. The Company
was in compliance with these covenants at December 31, 1999 and 1998. The
Company paid dividends of $550 million, $110 million and $500 million in
1999, 1998 and 1997, respectively.

F-14
<PAGE> 184
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

4. SHAREHOLDER'S EQUITY (continued)

Accumulated Other Changes in Equity from Non-Owner Sources, Net of Tax

Changes in each component of Accumulated Other Changes in Equity from Non-Owner
Sources were as follows:

<TABLE>
<CAPTION>
ACCUMULATED OTHER
NET UNREALIZED FOREIGN CHANGES IN EQUITY FROM
GAIN (LOSS) ON CURRENCY NON-OWNER SOURCES
INVESTMENT SECURITIES TRANSLATION
($ in millions) ADJUSTMENTS
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1997 $232 $(9) $223
Unrealized gain on investment securities,
net of tax of $239 442 - 442
Less: reclassification adjustment for gains
included in net income, net of tax of $70 129 - 129
Foreign currency translation adjustment,
net of tax of $0 - (1) (1)
- -------------------------------------------------------------------------------------------------------------------------------
CURRENT PERIOD CHANGE 313 (1) 312
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997 545 (10) 535
Unrealized gains on investment securities,
net of tax of $85 159 - 159
Less: reclassification adjustment for gains
included in net income, net of tax of $52 97 - 97
Foreign currency translation adjustment,
net of tax of $2 - 1 1
- -------------------------------------------------------------------------------------------------------------------------------
CURRENT PERIOD CHANGE 62 1 63
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 607 (9) 598
Unrealized losses on investment securities,
net of tax of $497 (923) - (923)
Less: reclassification adjustment for gains
included in net income, net of tax of $40 73 - 73
- -------------------------------------------------------------------------------------------------------------------------------
CURRENT PERIOD CHANGE (996) - (996)
- -------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999 $(389) $(9) $(398)
===============================================================================================================================
</TABLE>

F-15
<PAGE> 185
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

5. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivative Financial Instruments

The Company uses derivative financial instruments, including financial
futures, interest rate swaps, currency swaps, options and forward contracts
as a means of hedging exposure to interest rate, equity price, and foreign
currency risk on anticipated transactions or existing assets and
liabilities. The Company, through a subsidiary that is a broker/dealer,
Tribeca Investments LLC (Tribeca) holds and issues derivative instruments
for trading purposes. All of these derivative financial instruments have
off-balance sheet risk. Financial instruments with off-balance sheet risk
involve, to varying degrees, elements of credit and market risk in excess
of the amount recognized in the balance sheet. The contract or notional
amounts of these instruments reflect the extent of involvement the Company
has in a particular class of financial instrument. However, the maximum
loss of cash flow associated with these instruments can be less than these
amounts. For interest rate swaps, currency swaps, options and forward
contracts, credit risk is limited to the amount that it would cost the
Company to replace the contracts. Financial futures contracts and purchased
listed option contracts have little credit risk since organized exchanges
are the counterparties. The Company as a writer of option contracts has no
credit risk since the counterparty has no performance obligation after it
has paid a cash premium.

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

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

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

At December 31, 1999 and 1998, the Company held financial futures contracts
with notional amounts of $255 million and $459 million, respectively. These
financial futures had a deferred gain of $1.8 million and a deferred loss
of $.5 million in 1999, and a deferred gain of $3.3 million and a deferred
loss of $.1 million in 1998. Total gains of $6.9 million and $1.5 million
from financial futures were deferred at December 31, 1999 and 1998,
respectively, relating to anticipated investment purchases and investment
product sales, and are reported as other liabilities. At December 31, 1999
and 1998, the Company's futures contracts had no fair value because these
contracts were marked to market and settled in cash daily.

F-16

<PAGE> 186
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

The Company enters into interest rate swaps in connection with other
financial instruments to provide greater risk diversification and better
match assets and liabilities. Under interest rate swaps, the Company agrees
with other parties to exchange, at specified intervals, the difference
between fixed-rate and floating-rate interest amounts calculated by
reference to an agreed notional principal amount. The Company also enters
into basis swaps in which both legs of the swap are floating with each
based on a different index. Generally, no cash is exchanged at the outset
of the contract and no principal payments are made by either party. A
single net payment is usually made by one counterparty at each due date.
Swap agreements are not exchange-traded so they are subject to the risk of
default by the counterparty.

At December 31, 1999 and 1998, the Company held interest rate swap
contracts with notional amounts of $1,498.2 million and $1,077.9 million,
respectively. The fair value of these financial instruments was $25.3
million (gain position) and $26.3 million (loss position) at December 31,
1999 and was $5.6 million (gain position) and $19.6 million (loss position)
at December 31, 1998. The fair values were determined using the discounted
cash flow method. At December 31, 1999, the Company held swap contracts
with affiliate counterparties with a notional amount of $207.5 million and
a fair value of $22.6 million (loss position).

The Company enters into currency swaps in connection with other financial
instruments to provide greater risk diversification and better match assets
purchased in U.S. Dollars with corresponding funding agreements issued in
foreign currencies. Under currency swaps, the Company agrees with other
parties to exchange, at specified intervals, foreign currency for U.S.
Dollars based upon interest amounts calculated by reference to an agreed
notional principal amount. Generally, there is an exchange of foreign
currency for U.S. Dollars at the outset of the contract based upon the
prevailing foreign exchange rate. Swap agreements are not exchange traded
so they are subject to the risk of default by the counterparty.

At December 31, 1999 and 1998, the Company held currency swap contracts
with notional amounts of $732.7 million and $10.0 million, respectively.
The fair value of these financial instruments was $59.2 million (loss
position) at December 31, 1999 and $.4 million (gain position) at December
31, 1998. The fair values were determined using the discounted cash flow
method.

The Company uses equity option contracts to manage its exposure to changes
in equity market prices that arise from the sale of certain insurance
products. To hedge against adverse changes in the equity market prices, the
Company enters long positions in equity option contracts with major
financial institutions. These contracts allow the Company, for a fee, the
right to receive a payment if the Standard and Poor's 500 Index falls below
agreed upon strike prices.

At December 31, 1999 and 1998, the Company held equity options with
notional amounts of $275.4 million and zero, respectively. The fair value
of these financial instruments was $32.6 million (gain position) at
December 31, 1999. The fair value of these contracts represent the
estimated replacement cost as quoted by independent third party brokers.

The off-balance sheet risks of interest rate options, equity swaps and
forward contracts were not significant at December 31, 1999 and 1998.

The off-balance sheet risk of derivative instruments held for trading
purposes was not significant at December 31, 1999 and 1998.

F-17
<PAGE> 187
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Financial Instruments with Off-Balance Sheet Risk

In the normal course of business, the Company issues fixed and variable
rate loan commitments and has unfunded commitments to partnerships. The
off-balance sheet risk of these financial instruments was not significant
at December 31, 1999 and 1998. The Company had unfunded commitments to
partnerships with a value of $459.7 million at December 31, 1999.

Fair Value of Certain Financial Instruments

The Company uses various financial instruments in the normal course of its
business. Certain insurance contracts are excluded by Statement of
Financial Accounting Standards No. 107, "Disclosure about Fair Value of
Financial Instruments", and therefore are not included in the amounts
discussed.

At December 31, 1999 and 1998, investments in fixed maturities had a
carrying value and a fair value of $23.9 billion and $23.9 billion,
respectively. See Notes 1 and 12.

At December 31, 1999 mortgage loans had a carrying value of $2.3 billion
and a fair value of $2.3 billion and in 1998 had a carrying value of $2.6
billion and a fair value of $2.8 billion. In estimating fair value, the
Company used interest rates reflecting the current real estate financing
market.

Citigroup Preferred Stock included in other invested assets had a carrying
value and fair value of $987 million at December 31, 1999 and 1998.

At December 31, 1999, contractholder funds with defined maturities had a
carrying value of $5.0 billion and a fair value of $4.7 billion, compared
with a carrying value and a fair value of $3.3 billion at December 31,
1998. The fair value of these contracts is determined by discounting
expected cash flows at an interest rate commensurate with the Company's
credit risk and the expected timing of cash flows. Contractholder funds
without defined maturities had a carrying value of $10.1 billion and a fair
value of $9.9 billion at December 31, 1999, compared with a carrying value
of $10.4 billion and a fair value of $10.2 billion at December 31, 1998.
These contracts generally are valued at surrender value.

The carrying values of $228 million and $144 million of financial
instruments classified as other assets approximated their fair values at
December 31, 1999 and 1998, respectively. The carrying values of $1.2
billion and $2.3 billion of financial instruments classified as other
liabilities also approximated their fair values at December 31, 1999 and
1998, respectively. Fair value is determined using various methods,
including discounted cash flows, as appropriate for the various financial
instruments.

The assets of separate accounts providing a guaranteed return had a
carrying value and a fair value of $251 million at December 31, 1999,
compared with a carrying value and a fair value of $235 million at December
31, 1998. The liabilities of separate accounts providing a guaranteed
return had a carrying value and a fair value of $251 million at December
31, 1999, compared with a carrying value and a fair value of $209 million
and $206 million, respectively, at December 31, 1998.

The carrying values of cash, trading securities and trading securities sold
not yet purchased are carried at fair value. The carrying values of
short-term securities and investment income accrued approximated their fair
values.

The carrying value of policy loans, which have no defined maturities, is
considered to be fair value.

F-18
<PAGE> 188
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

6. COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance Sheet Risk

See Note 5 for a discussion of financial instruments with off-balance sheet
risk.

Litigation

In March 1997, a purported class action entitled Patterman v. The
Travelers, Inc., et al. 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 October
1997, defendants answered the complaint, denied liability and asserted
numerous affirmative defenses. In February 1998, on defendants' motion, the
Superior Court of Richmond County transferred the lawsuit to the Superior
Court of Gwinnett County, Georgia. Plaintiffs appealed the transfer order,
and in December 1998 the Court of Appeals of the State of Georgia reversed
the lower court's decision. Defendants petitioned the Georgia Supreme Court
to hear an appeal from the decision of the Court of Appeals, and the
petition was granted in May 1998. In September 1999, oral argument on
defendants' petition was heard and, on February 28, 2000, the Georgia
Supreme Court affirmed the Georgia Court of Appeals and remanded the matter
to the Superior Court of Richmond County. In March 2000, defendants moved
the Georgia Supreme Court to reconsider its February 28, 2000 decision, and
that motion remains pending. Proceedings in the trial court have been
stayed pending appeal. Defendants intend to vigorously contest the
litigation.

The Company is also a defendant or co-defendant in various other litigation
matters in the normal course of business. Although there can be no
assurances, as of December 31, 1999, the Company believes, based on
information currently available, that the ultimate resolution of these
legal proceedings would not be likely to have a material adverse effect on
its results of operations, financial condition or liquidity.

7. BENEFIT PLANS

Pension and Other Postretirement Benefits

The Company participates in a qualified, noncontributory defined benefit
pension plan sponsored by Citigroup. In addition, the Company provides
certain other postretirement benefits to retired employees through a plan
sponsored by TIGI. The Company's share of net expense for the qualified
pension and other postretirement benefit plans was not significant for
1999, 1998 and 1997. Through plans sponsored by TIGI, the Company also
provides defined contribution pension plans for certain agents. Company
contributions are primarily a function of production. The expense for these
plans was not significant in 1999, 1998 and 1997.

401(k) Savings Plan

Substantially all of the Company's employees are eligible to participate in
a 401(k) savings plan sponsored by Citigroup. Effective January 1, 1997,
the Company discontinued matching contributions for the majority of its
employees. The Company's expenses in connection with the 401(k) savings
plan were not significant in 1999, 1998 and 1997.

F-19
<PAGE> 189
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

8. RELATED PARTY TRANSACTIONS

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

The Company maintains a short-term investment pool in which its insurance
affiliates participate. The position of each company participating in the
pool is calculated and adjusted daily. At December 31, 1999 and 1998, the
pool totaled approximately $2.6 billion and $2.3 billion, respectively. The
Company's share of the pool amounted to $1.0 billion and $793 million at
December 31, 1999 and 1998, respectively, and is included in short-term
securities in the consolidated balance sheet.

Included in short-term investments at December 31, 1998 was a 90-day
variable rate note receivable from Citigroup. The rate was based upon the
AA financial commercial paper rate plus 14 basis points. The rate at
December 31, 1998 was 5.47%. The balance, which was $500 million at
December 31, 1998, was paid in full on February 25, 1999. Interest accrued
at December 31, 1998 was $2.2 million. Interest earned was $3.9 million and
$9.4 million in 1999 and 1998, respectively.

The Company markets deferred annuity products and life and health insurance
through its affiliate, Salomon Smith Barney Financial Consultants (SSB).
Premiums and deposits related to these products were $1.4 billion, $1.3
billion, and $1.0 billion in 1999, 1998 and 1997, respectively.

At December 31, 1999 and 1998 the Company had outstanding loaned securities
to SSB for $123.0 million and $39.7 million, respectively.

Included in other invested assets is a $987 million investment in Citigroup
preferred stock at December 31, 1999 and 1998, carried at cost.

The Company sells structured settlement annuities to the insurance
subsidiaries of Travelers Property Casualty Corp. (TAP) in connection with
the settlement of certain policyholder obligations. Such premiums and
deposits were $156 million, $104 million, and $88 million for 1999, 1998
and 1997, respectively. Reserves and contractholder funds related to these
annuities amounted to $798 million and $787 million in 1999 and 1998,
respectively.

In the ordinary course of business, the Company purchases and sells
securities through affiliated broker-dealers. These transactions are
conducted on an arm's length basis.

F-20
<PAGE> 190
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Primerica Life has entered into a General Agency Agreement with Primerica
Financial Services, Inc. (Primerica), that provides that Primerica will be
Primerica Life's general agent for marketing all insurance of Primerica
Life. In consideration of such services, Primerica Life agreed to pay
Primerica marketing fees of no less than $10 million based upon U.S. gross
direct premiums received by Primerica Life. In each of 1999 and 1998 the
fees paid by Primerica Life were $12.5 million.

In 1998 Primerica became a distributor of products for Travelers Life &
Annuity. Primerica sold $903 million and $256 million of deferred annuities
in 1999 and 1998, respectively.

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

The Company applies Accounting Principles Board Opinion No. 25 (APB 25) and
related interpretations in accounting for stock options. Since stock
options under the Citigroup plans are issued at fair market value on the
date of award, no compensation cost has been recognized for these awards.
FAS 123 provides an alternative to APB 25 whereby fair values may be
ascribed to options using a valuation model and amortized to compensation
cost over the vesting period of the options.

Had the Company applied FAS 123 in accounting for Citigroup stock options,
net income would have been the pro forma amounts indicated below:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1999 1998 1997
($ in millions)
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net income, as reported $1,047 $902 $839
FAS 123 pro forma adjustments, after tax (16) (13) (9)
------------------------------------------------------------------------------------------------------
Net income, pro forma $1,031 $889 $830
------------------------------------------------------------------------------------------------------
</TABLE>

F-21
<PAGE> 191
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

9. LEASES

Most leasing functions for TIGI and its subsidiaries are administered by
TAP. Rent expense related to all leases is shared by the companies on a
cost allocation method based generally on estimated usage by department.
Net rent expense was $30 million, $24 million, and $15 million in 1999,
1998 and 1997, respectively.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
YEAR ENDING DECEMBER 31, MINIMUM OPERATING RENTAL
($ in millions) PAYMENTS
--------------------------------------------------------------------------
<S> <C>
2000 $38
2001 42
2002 41
2003 41
2004 41
Thereafter 273
--------------------------------------------------------------------------
Total Rental Payments $476
=========================================================================
</TABLE>

Future sublease rental income of approximately $79 million will partially
offset these commitments. Also, the Company will be reimbursed for 50% of
the rental expense for a particular lease totaling $195 million, by an
affiliate. Minimum future capital lease payments are not significant.

The Company is reimbursed for use of furniture and equipment through cost
sharing agreements by its affiliates.

F-22
<PAGE> 192
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
10. FEDERAL INCOME TAXES

EFFECTIVE TAX RATE

<TABLE>
<CAPTION>
($ in millions)
--------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999 1998 1997
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Income Before Federal Income Taxes $1,592 $1,383 $1,283
Statutory Tax Rate 35% 35% 35%
--------------------------------------------------------------------------------------------------------
Expected Federal Income Taxes 557 484 449
Tax Effect of:
Non-taxable investment income (19) (5) (4)
Other, net 7 2 (1)
--------------------------------------------------------------------------------------------------------
Federal Income Taxes $ 545 $ 481 $ 444
========================================================================================================
Effective Tax Rate 34% 35% 35%
--------------------------------------------------------------------------------------------------------
</TABLE>

COMPOSITION OF FEDERAL INCOME TAXES
<TABLE>
<CAPTION>
Current:
<S> <C> <C> <C>
United States $377 $418 $410
Foreign 32 24 24
--------------------------------------------------------------------------------------------------------
Total 409 442 434
--------------------------------------------------------------------------------------------------------
Deferred:
United States 143 40 10
Foreign (7) (1) --
--------------------------------------------------------------------------------------------------------
Total 136 39 10
--------------------------------------------------------------------------------------------------------
Federal Income Taxes $545 $481 $444
========================================================================================================
</TABLE>

Additional tax benefits attributable to employee stock plans allocated
directly to shareholder's equity were $17 million for each of the years
ended December 31, 1999, 1998 and 1997.

F-23
<PAGE> 193
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

The net deferred tax liabilities at December 31, 1999 and 1998 were
comprised of the tax effects of temporary differences related to the
following assets and liabilities:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
($ in millions) 1999 1998
---- ----
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred Tax Assets:
Benefit, reinsurance and other reserves $ 645 $ 616
Operating lease reserves 70 76
Investments, net 11 --
Other employee benefits 106 103
Other 142 135
-----------------------------------------------------------------------------------------------------------------
Total 974 930
-----------------------------------------------------------------------------------------------------------------

Deferred Tax Liabilities:
Deferred acquisition costs and value of insurance in force (773) (673)
Investments, net -- (489)
Other (124) (90)
-----------------------------------------------------------------------------------------------------------------
Total (897) (1,252)
-----------------------------------------------------------------------------------------------------------------
Net Deferred Tax (Liability) Asset Before Valuation Allowance 77 (322)
Valuation Allowance for Deferred Tax Assets (100) (100)
-----------------------------------------------------------------------------------------------------------------
Net Deferred Tax Liability After Valuation Allowance $ (23) $ (422)
-----------------------------------------------------------------------------------------------------------------
</TABLE>

The Company and its life insurance subsidiaries file a consolidated federal
income tax return. Federal income taxes are allocated to each member of the
consolidated group on a separate return basis adjusted for credits and
other amounts required by the consolidation process. Any resulting
liability will be paid currently to the Company. Any credits for losses
will be paid by the Company to the extent that such credits are for tax
benefits that have been utilized in the consolidated federal income tax
return.

The $100 million valuation allowance is sufficient to cover any capital
losses on investments that may exceed the capital gains able to be
generated in the life insurance group's consolidated federal income tax
return based upon management's best estimate of the character of the
reversing temporary differences. Reversal of the valuation allowance is
contingent upon the recognition of future capital gains or a change in
circumstances that causes the recognition of the benefits to become more
likely than not. There was no change in the valuation allowance during
1999. The initial recognition of any benefit produced by the reversal of
the valuation allowance will be recognized by reducing goodwill.

At December 31, 1999, the Company had no ordinary or capital loss
carryforwards.

F-24
<PAGE> 194
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

The policyholders surplus account, which arose under prior tax law, is
generally that portion of the gain from operations that has not been
subjected to tax, plus certain deductions. The balance of this account is
approximately $932 million. Income taxes are not provided for on this
amount because under current U.S. tax rules such taxes will become payable
only to the extent such amounts are distributed as a dividend or exceed
limits prescribed by federal law. Distributions are not contemplated from
this account. At current rates the maximum amount of such tax would be
approximately $326 million.

11. NET INVESTMENT INCOME

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999 1998 1997
($ in millions) ---- ---- ----
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GROSS INVESTMENT INCOME
Fixed maturities $1,806 $1,598 $1,460
Mortgage loans 235 295 291
Joint ventures and partnerships 141 74 55
Trading 141 43 57
Other, including policy loans 287 240 263
------------------------------------------------------------------------------------------------------
2,610 2,250 2,126
------------------------------------------------------------------------------------------------------
Investment expenses 104 65 89
------------------------------------------------------------------------------------------------------
Net investment income $2,506 $2,185 $2,037
------------------------------------------------------------------------------------------------------
</TABLE>

12. INVESTMENTS AND INVESTMENT GAINS (LOSSES)

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999 1998 1997
($ in millions) ---- ---- ----
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REALIZED INVESTMENT GAINS
Fixed maturities $(23) $111 $ 71
Equity securities 7 6 (9)
Mortgage loans 29 21 59
Real estate held for sale 108 16 67
Other (8) (5) 11
------------------------------------------------------------------------------------------------------
Total Realized Investment Gains $113 $149 $199
------------------------------------------------------------------------------------------------------
</TABLE>

F-25
<PAGE> 195
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Changes in net unrealized investment gains (losses) that are reported as
accumulated other changes in equity from non-owner sources or unrealized
gains on Citigroup stock in shareholder's equity were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999 1998 1997
($ in millions) ---- ---- ----
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
UNREALIZED INVESTMENT GAINS (LOSSES)
Fixed maturities $(1,554) $ 91 $ 446
Equity securities 49 13 25
Other (30) (169) 520
-------------------------------------------------------------------------------------------------------------
Total Unrealized Investment Gains (Losses) (1,535) (65) 991
-------------------------------------------------------------------------------------------------------------

Related taxes (539) (20) 350
-------------------------------------------------------------------------------------------------------------
Change in unrealized investment gains (losses) (996) (45) 641
Transferred to paid in capital, net of tax -- (585) --
Balance beginning of year 598 1,228 587
-------------------------------------------------------------------------------------------------------------
Balance End of Year $ (398) $ 598 $1,228
-------------------------------------------------------------------------------------------------------------
</TABLE>

Included in Other in 1998 is the unrealized loss on Citigroup common stock
of $167 million prior to the conversion to preferred stock. Also included
in Other were unrealized gains of $506 million, which were reported in
1997, related to appreciation of Citigroup common stock.

F-26
<PAGE> 196
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Fixed Maturities

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
GROSS GROSS
DECEMBER 31, 1999 AMORTIZED UNREALIZED UNREALIZED FAIR
($ in millions) COST GAINS LOSSES VALUE
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $ 5,081 $ 22 $ 224 $ 4,879
U.S. Treasury securities and obligations of
U.S. Government and government agencies and
authorities 1,032 14 53 993
Obligations of states, municipalities and
political subdivisions 214 -- 31 183
Debt securities issued by foreign governments 811 35 10 836
All other corporate bonds 13,938 69 384 13,623
Other debt securities 3,319 30 99 3,250
Redeemable preferred stock 105 4 7 102
-------------------------------------------------------------------------------------------------------------------
Total Available For Sale $24,500 $ 174 $ 808 $23,866
-------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
GROSS GROSS
DECEMBER 31, 1998 AMORTIZED UNREALIZED UNREALIZED FAIR
($ in millions) COST GAINS LOSSES VALUE
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE:
Mortgage-backed securities - CMOs and
pass-through securities $ 4,717 $ 147 $ 11 $ 4,853
U.S. Treasury securities and obligations of
U.S. Government and government agencies and
authorities 1,563 186 3 1,746
Obligations of states, municipalities and
political subdivisions 239 18 -- 257
Debt securities issued by foreign governments 634 41 3 672
All other corporate bonds 13,025 532 57 13,500
Other debt securities 2,709 106 38 2,777
Redeemable preferred stock 86 3 1 88
------------------------------------------------------------------------------------------------------------------
Total Available For Sale $22,973 $ 1,033 $ 113 $23,893
------------------------------------------------------------------------------------------------------------------
</TABLE>

F-27
<PAGE> 197
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Proceeds from sales of fixed maturities classified as available for sale
were $12.6 billion, $13.4 billion and $7.6 billion in 1999, 1998 and 1997,
respectively. Gross gains of $200 million, $314 million and $170 million
and gross losses of $223 million, $203 million and $99 million in 1999,
1998 and 1997, respectively, were realized on those sales.

Fair values of investments in fixed maturities are based on quoted market
prices or dealer quotes or, if these are not available, discounted expected
cash flows using market rates commensurate with the credit quality and
maturity of the investment. The fair value of investments for which a
quoted market price or dealer quote are not available amounted to $4.8
billion and $4.8 billion at December 31, 1999 and 1998, respectively.

The amortized cost and fair value of fixed maturities at December 31, 1999,
by contractual maturity, are shown below. Actual maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
AMORTIZED
($ in millions) COST FAIR VALUE
--------------------------------------------------------------------------------------
<S> <C> <C>
MATURITY:
Due in one year or less $1,624 $1,622
Due after 1 year through 5 years 6,633 6,599
Due after 5 years through 10 years 5,257 5,132
Due after 10 years 5,905 5,634
--------------------------------------------------------------------------------------
19,419 18,987
--------------------------------------------------------------------------------------
Mortgage-backed securities 5,081 4,879
--------------------------------------------------------------------------------------
Total Maturity $24,500 $23,866
--------------------------------------------------------------------------------------
</TABLE>

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

At December 31, 1999 and 1998, the Company held CMOs classified as
available for sale with a fair value of $3.8 billion and $3.4 billion,
respectively. Approximately 52% and 54%, respectively, of the Company's CMO
holdings are fully collateralized by GNMA, FNMA or FHLMC securities at
December 31, 1999 and 1998. In addition, the Company held $1.1 billion and
$1.4 billion of GNMA, FNMA or FHLMC mortgage-backed pass-through securities
at December 31, 1999 and 1998, respectively. Virtually all of these
securities are rated AAA.

F-28
<PAGE> 198
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Equity Securities

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

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
GROSS GROSS
EQUITY SECURITIES: UNREALIZED UNREALIZED FAIR
($ in millions) COST GAINS LOSSES VALUE
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1999
Common stocks $195 $123 $ 4 $314
Non-redeemable preferred stocks 496 15 41 470
-------------------------------------------------------------------------------------------------------------------
Total Equity Securities $691 $138 $45 $784
-------------------------------------------------------------------------------------------------------------------

DECEMBER 31, 1998
Common stocks $129 $44 $ 3 $170
Non-redeemable preferred stocks 345 10 7 348
-------------------------------------------------------------------------------------------------------------------
Total Equity Securities $474 $54 $10 $518
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Proceeds from sales of equity securities were $100 million, $212 million
and $341 million in 1999, 1998 and 1997, respectively. Gross gains of $15
million, $30 million and $53 million and gross losses of $8 million, $24
million and $62 million in 1999, 1998 and 1997, respectively, were realized
on those sales.

Mortgage Loans and Real Estate Held For Sale

At December 31, 1999 and 1998, the Company's mortgage loan and real estate
held for sale portfolios consisted of the following:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
($ in millions) 1999 1998
--------------------------------------------------------------------------------------------------
<S> <C> <C>
Current Mortgage Loans $2,228 $2,370
Underperforming Mortgage Loans 57 236
--------------------------------------------------------------------------------------------------
Total Mortgage Loans 2,285 2,606
--------------------------------------------------------------------------------------------------

Real Estate Held For Sale - Foreclosed 223 112
Real Estate Held For Sale - Investment 13 31
--------------------------------------------------------------------------------------------------
Total Real Estate 236 143
--------------------------------------------------------------------------------------------------
Total Mortgage Loans and Real Estate Held for Sale $2,521 $2,749
==================================================================================================
</TABLE>

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

F-29
<PAGE> 199
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Aggregate annual maturities on mortgage loans at December 31, 1999 are as
follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------
YEAR ENDING DECEMBER 31,
($ in millions)
-----------------------------------------------------------------------
<S> <C>
Past Maturity $ 39
2000 162
2001 172
2002 137
2003 131
2004 140
Thereafter 1,504
-----------------------------------------------------------------------
Total $2,285
=======================================================================
</TABLE>

Trading Securities

Trading securities of the Company are held in Tribeca.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
($ in millions) 1999 1998
-------------------------------------------------------------------------------------------
TRADING SECURITIES OWNED
<S> <C> <C>
Convertible bond arbitrage $1,045 $754
Merger arbitrage 421 427
Other 212 5
-------------------------------------------------------------------------------------------
Total $1,678 $1,186
-------------------------------------------------------------------------------------------
TRADING SECURITIES SOLD NOT YET PURCHASED
Convertible bond arbitrage $799 $521
Merger arbitrage 299 352
-------------------------------------------------------------------------------------------
Total $1,098 $873
-------------------------------------------------------------------------------------------
</TABLE>

The Company's trading portfolio investments and related liabilities are
normally held for periods less than six months. Therefore, expected future
cash flows for these assets and liabilities are expected to be realized in
less than one year.

F-30

<PAGE> 200
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

Concentrations

At December 31, 1999 and 1998, the Company had an investment in Citigroup
Preferred Stock of $987 million. See Note 8.

The Company maintains a short-term investment pool for its insurance
affiliates in which the Company also participates. See Note 8.

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

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
($ in millions) 1999 1998
--------------------------------------------------------------------------
<S> <C> <C>
Banking $1,906 $2,131
Electric Utilities 1,653 1,513
Finance 1,571 1,346
--------------------------------------------------------------------------
</TABLE>

The Company held investments in Foreign Banks in the amount of $1,012
million and $997 million at December 31, 1999 and 1998, respectively, which
are included in the table above. Also, below investment grade assets
included in the preceding table were not significant.

Included in fixed maturities are below investment grade assets totaling
$2.2 billion and $2.1 billion at December 31, 1999 and 1998, respectively.
The Company defines its below investment grade assets as those securities
rated "Ba1" or below by external rating agencies, or the equivalent by
internal analysts when a public rating does not exist. Such assets include
publicly traded below investment grade bonds and certain other privately
issued bonds and notes that are classified as below investment grade.

Mortgage loan investments are relatively evenly dispersed throughout the
United States, with no significant holdings in any one state. Also, there
is no significant mortgage loan investment in a particular property type.

F-31
<PAGE> 201
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

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

Non-Income Producing Investments

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

Restructured Investments

The Company had mortgage loans and debt securities that were restructured
at below market terms at December 31, 1999 and 1998. The balances of the
restructured investments were insignificant. The new terms typically defer
a portion of contract interest payments to varying future periods. The
accrual of interest is suspended on all restructured assets, and interest
income is reported only as payment is received. Gross interest income on
restructured assets that would have been recorded in accordance with the
original terms of such loans was insignificant in 1999 and in 1998.
Interest on these assets, included in net investment income was
insignificant in 1999 and 1998.

13. DEPOSIT FUNDS AND RESERVES

At December 31, 1999, the Company had $27.0 billion of life and annuity
deposit funds and reserves. Of that total, $13.8 billion is not subject to
discretionary withdrawal based on contract terms. The remaining $13.2
billion is for life and annuity products that are subject to discretionary
withdrawal by the contractholder. Included in the amount that is subject to
discretionary withdrawal is $2.1 billion of liabilities that are
surrenderable with market value adjustments. Also included are an
additional $4.9 billion of life insurance and individual annuity
liabilities which are subject to discretionary withdrawals, and have an
average surrender charge of 4.6%. In the payout phase, these funds are
credited at significantly reduced interest rates. The remaining $6.2
billion of liabilities are surrenderable without charge. More than 12.7% of
these relate to individual life products. These risks would have to be
underwritten again if transferred to another carrier, which is considered a
significant deterrent against withdrawal by long-term policyholders.
Insurance liabilities that are surrendered or withdrawn are reduced by
outstanding policy loans and related accrued interest prior to payout.

F-32
<PAGE> 202
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

14. RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES

The following table reconciles net income to net cash provided by operating
activities:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1999 1998 1997
($ in millions) ---- ---- ----
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Income From Continuing Operations $ 1,047 $ 902 $ 839
Adjustments to reconcile net income to net cash provided by
operating activities:
Realized gains (113) (149) (199)
Deferred federal income taxes 136 39 10
Amortization of deferred policy acquisition costs 315 275 252
Additions to deferred policy acquisition costs (686) (566) (471)
Investment income (221) (202) (32)
Premium balances (23) 23 (64)
Insurance reserves and accrued expenses 421 348 111
Other 99 205 380
---------------------------------------------------------------------------------------------------------------------
Net cash provided by operations $ 975 $ 875 $ 826
---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
</TABLE>

15. NON-CASH INVESTING AND FINANCING ACTIVITIES

Significant non-cash investing and financing activities include the
acquisition of real estate through foreclosures of mortgage loans amounting
to $205 million in 1999, the transfer of Citigroup common stock to
Citigroup preferred stock valued at $987 million in 1998 and the conversion
of $119 million of real estate held for sale to other invested assets as a
joint venture in 1997.

F-33
<PAGE> 203
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

16. OPERATING SEGMENTS

The Company has two reportable business segments that are separately
managed due to differences in products, services, marketing strategy and
resource management. The business of each segment is maintained and
reported through separate legal entities within the Company. The management
groups of each segment report separately to the common ultimate parent,
Citigroup Inc.

The TRAVELERS LIFE & ANNUITY business segment consolidates primarily the
business of The Travelers Insurance Company and The Travelers Life and
Annuity Company. Travelers Life & Annuity offers individual annuity, group
annuity, individual life and long-term care products distributed by the
Company and TLAC under the Travelers name. Among the range of individual
products offered are fixed and variable deferred annuities, payout
annuities and term, universal and variable life and long-term care
insurance. The group products include institutional pensions, including
guaranteed investment contracts, payout annuities, group annuities to
employer-sponsored retirement and savings plans and structured finance
transactions.

The PRIMERICA LIFE business segment consolidates primarily the business of
Primerica Life Insurance Company, Primerica Life Insurance Company of
Canada and National Benefit Life Insurance Company. The Primerica Life
business segment offers individual life products, primarily term insurance,
to customers through a nationwide sales force of approximately 80,000 full
and part-time licensed Personal Financial Analysts.

The accounting policies of the segments are the same as those described in
the summary of significant accounting policies (see Note 1), except that
management also includes receipts on long-duration contracts (universal
life-type and investment contracts) as deposits along with premiums in
measuring business volume.

BUSINESS SEGMENT INFORMATION:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TRAVELERS LIFE & PRIMERICA LIFE
1999 ($ in millions) ANNUITY INSURANCE TOTAL
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Business Volume:
Premiums $ 666 $ 1,072 $ 1,738
Deposits 11,220 -- 11,220
------- ------- -------
Total business volume $11,886 $ 1,072 $12,958
Net investment income 2,249 257 2,506
Interest credited to contractholders 937 -- 937
Amortization of deferred acquisition costs 127 188 315
Federal income taxes on Operating Income 319 186 505
Operating Income (excludes realized gains or
losses and the related FIT) $ 619 $ 355 $ 974
Segment Assets $56,615 $ 6,916 $63,531
-----------------------------------------------------------------------------------------------------------------
</TABLE>

F-34
<PAGE> 204
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
TRAVELERS LIFE & PRIMERICA LIFE
1998 ($ in millions) ANNUITY INSURANCE TOTAL
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Business Volume:
Premiums $ 683 $1,057 $ 1,740
Deposits 7,693 -- 7,693
------- ------ -------
Total business volume $ 8,376 $1,057 $ 9,433
Net investment income 1,965 220 2,185
Interest credited to contractholders 876 -- 876
Amortization of deferred acquisition costs 88 187 275
Federal income taxes on Operating Income 260 170 430
Operating Income (excludes realized gains or
losses and the related FIT) $ 493 $ 312 $ 805
Segment Assets $49,646 $6,902 $56,548
-----------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------------------------------------------------------------------------------------------------------
TRAVELERS LIFE PRIMERICA LIFE
1997 ($ in millions) & ANNUITY INSURANCE TOTAL
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Business Volume:
Premiums $ 548 $1,035 $ 1,583
Deposits 5,276 -- 5,276
------- ------ -------
Total business volume $ 5,824 $1,035 $ 6,859
Net investment income 1,836 201 2,037
Interest credited to contractholders 829 -- 829
Amortization of deferred acquisition costs 68 184 252
Federal income taxes on Operating Income 221 153 374
Operating Income (excludes realized gains or
losses and the related FIT) $ 427 $ 283 $ 710
Segment Assets $42,330 $7,110 $49,440
-----------------------------------------------------------------------------------------------------------------
</TABLE>

The amount of investments in equity method investees and total expenditures
for additions to long-lived assets other than financial instruments,
long-term customer relationships of a financial institution, mortgage and
other servicing rights, deferred policy acquisition costs, and deferred tax
assets, were not material.

F-35
<PAGE> 205
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
BUSINESS SEGMENT RECONCILIATION:
($ in millions)
----------------------------------------------------------------------------------------------------------

REVENUES 1999 1998 1997
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total business volume $12,958 $9,433 $6,859
Net investment income 2,506 2,185 2,037
Realized investment gains 113 149 199
Other revenues 521 440 354
Elimination of deposits (11,220) (7,693) (5,276)
----------------------------------------------------------------------------------------------------------
Total revenues $4,878 $4,514 $4,173
==========================================================================================================

OPERATING INCOME 1999 1998 1997
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total operating income of business segments $ 974 $805 $710
Realized investment gains net of tax 73 97 129
----------------------------------------------------------------------------------------------------------
Income from continuing operations $1,047 $902 $839
==========================================================================================================
</TABLE>

<TABLE>
<CAPTION>
ASSETS 1999 1998 1997
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Total assets of business segments $63,531 $56,548 $49,440
==========================================================================================================
</TABLE>

REVENUE BY PRODUCTS 1999 1998 1997
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred Annuities $5,694 $4,198 $3,303
Group and Payout Annuities 7,275 5,326 3,737
Individual Life and Health Insurance 2,434 2,270 2,102
Other (a) 695 413 307
Elimination of deposits (11,220) (7,693) (5,276)
----------------------------------------------------------------------------------------------------------
Total Revenue $4,878 $4,514 $4,173
==========================================================================================================
</TABLE>

(a) Other represents revenue attributable to unallocated capital and run-off
businesses.

The Company's revenue was derived almost entirely from U.S. domestic
business. Revenue attributable to foreign countries was insignificant.

The Company had no transactions with a single customer representing 10% or
more of its revenue.

F-36
<PAGE> 206

STATEMENT OF ADDITIONAL INFORMATION

FUND ABD FOR VARIABLE ANNUITIES

Individual Variable Annuity Contract
issued by

The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183

L-20686 May 2000

<PAGE> 207
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) The financial statements of the Registrant and the Report of
Independent Auditors thereto are contained in the Registrant's Annual
Report and are included in the Statement of Additional Information. The
financial statements of the Registrant include:

Statement of Assets and Liabilities as of December 31, 1999
Statement of Operations for the year ended December 31, 1999
Statement of Changes in Net Assets for the years ended December
31, 1999 and 1998
Statement of Investments as of December 31, 1999
Notes to Financial Statements

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

Consolidated Statements of Income for the years ended December
31, 1999, 1998 and 1997
Consolidated Balance Sheets as of December 31, 1999 and 1998
Consolidated Statements of Changes in Retained Earnings and
Accumulated Other Changes in Equity from Non-Owner Sources for
the years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements

(b) Exhibits

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

2. Exempt.

3(a). Distribution and Principal Underwriting Agreement among the
Registrant, The Travelers Insurance Company and CFBDS, Inc.
(Incorporated herein by reference to Exhibit 3(a) to
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-4, File No. 333-60227 filed November 9, 1998)

3(b). Selling Agreement. (Incorporated herein by reference to Exhibit
3(b) to the Registration Statement on Form N-4, filed May 23,
1997.) (Incorporated herein by reference to Exhibit 3(b) to
Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-4, File No. 333-60227 filed November 9, 1998)

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

5. None.

<PAGE> 208

6(a). Charter of The Travelers Insurance Company, as amended on October
19, 1994. (Incorporated herein by reference to Exhibit 3(a)(i) to
Registration Statement on Form S-2, File No. 33-58677, filed via
Edgar on April 18, 1995.)

6(b). By-Laws of The Travelers Insurance Company, as amended on October
20, 1994. (Incorporated herein by reference to Exhibit 3(b)(i) to
the Registration Statement on Form S-2, File No. 33-58677, filed
via Edgar on April 18, 1995.)

7. None.
8. None.

9. Opinion of Counsel as to the legality of securities being
registered. (Incorporated herein by reference to Exhibit 9 to
Post-Effective Amendment No. 3 to the Registration Statement on
Form N-4 filed April 28, 1997.)

10. Consent of KPMG LLP, Independent Certified Public Accountants.

13. Schedule for computation of each performance quotation -
Standardized and Non-Standardized. (Incorporated herein by
reference to Exhibit 13 to Post-Effective Amendment No. 3 to the
Registration Statement on Form N-4, filed April 28, 1997.)

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

15(b). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for George C. Kokulis, Katherine M. Sullivan
and Glenn D. Lammey.

Item 25. Directors and Officers of the Depositor

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

<S> <C>
George C. Kokulis* Director, President and Chief Executive Officer
Katherine M. Sullivan* Director and Senior Vice President
Marc P. Weill** Director and Senior Vice President
Mary Jean Thornton* Executive Vice President and
Chief Information Officer
Stuart Baritz*** Senior Vice President
Jay S. Fishman* Senior Vice President
Barry Jacobson* Senior Vice President
Russell H. Johnson* Senior Vice President
Marla Berman Lewitus* Senior Vice President and General Counsel
Brendan Lynch* Senior Vice President
Warren H. May* Senior Vice President
Kathleen Preston* Senior Vice President
David A. Tyson* Senior Vice President
F. Denney Voss* Senior Vice President
</TABLE>
<PAGE> 209

<TABLE>
<S> <C>
Glenn D. Lammey* Chief Financial Officer, Chief
Accounting Officer and Controller
David A. Golino* Vice President
Donald R. Munson, Jr.* Vice President
Anthony Cocolla Second Vice President
Scott R. Hansen Second Vice President
Linn K. Richardson* Second Vice President and Actuary
Paul Weissman Second Vice President and Actuary
Ernest J. Wright* Vice President and Secretary
Kathleen A. McGah* Assistant Secretary and
Deputy General Counsel

Principal Business Address:
* The Travelers Insurance Company ** Citigroup Inc.
One Tower Square 388 Greenwich Street
Hartford, CT 06183 New York, N.Y. 10013

*** Travelers Portfolio Group
1345 Avenue of the Americas
New York, NY 10105
</TABLE>

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

Incorporated herein by reference to Exhibit 16 to Post-Effective
Amendment No.2 to the Registration Statement on Form N-4, File No. 333-40193,
filed April 12, 2000.

Item 27. Number of Contract Owners

As of February 29, 2000, 4,351 contract owners held qualified and non-qualified
contracts offered by the Registrant.

<PAGE> 210

Item 28. Indemnification

Sections 33-770 et seq. inclusive of the Connecticut General Statutes ("C.G.S.")
regarding indemnification of directors and officers of Connecticut corporations
provides in general that Connecticut corporations shall indemnify their
officers, directors and certain other defined individuals against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses actually
incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and in a criminal
case he had no reasonable cause to believe his conduct was unlawful; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.

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

Rule 484 Undertaking

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

Item 29. Principal Underwriter

(a) CFBDS, Inc.
21 Milk Street
Boston, MA 02109

CFBDS, Inc. also serves as principal underwriter for the following :

(a) CFBDS, the Registrant's Distributor, is also the distributor for
CitiFunds(SM) International Growth & Income Portfolio, CitiFunds(SM)
International Growth Portfolio, CitiFunds(SM) U.S. Treasury Reserves,
CitiFunds(SM) Cash Reserves, CitiFunds(SM) Premium U.S. Treasury Reserves,
CitiFunds(SM) Premium Liquid Reserves, CitiFunds(SM) Institutional U.S. Treasury
Reserves, CitiFunds(SM) Institutional Liquid Reserves, CitiFunds(SM)
Institutional Cash Reserves, CitiFunds(SM) Tax Free Reserves, CitiFunds(SM)
Institutional Tax Free Reserves, CitiFunds(SM) California Tax Free Reserves,
CitiFunds(SM) Connecticut Tax Free Reserves, CitiFunds(SM) New York Tax Free
Reserves, CitiFunds(SM) New York Tax Free Income Portfolio, CitiFunds(SM)
National Tax Free Income Portfolio, CitiFunds(SM) California Tax Free Income
Portfolio,

<PAGE> 211

CitiFunds(SM) Intermediate Income Portfolio, CitiFunds(SM) Balanced Portfolio,
CitiFunds(SM) Small Cap Value Portfolio, CitiFunds(SM) Growth & Income
Portfolio, CitiFunds(SM) Large Cap Growth Portfolio, CitiFunds(SM) Small Cap
Growth Portfolio, CitiFunds(SM) Short-Term U.S. Government Income Portfolio,
CitiFunds(SM) Emerging Asian Markets Equity Portfolio CitiSelect(R) VIP Folio
200, CitiSelect(R) VIP Folio 300, CitiSelect(R) VIP Folio 400, CitiSelect(R) VIP
Folio 500, CitiFunds(SM) Small Cap Growth VIP Portfolio, CitiSelect(R) Folio
100, CitiSelect(R) Folio 200, CitiSelect(R) Folio 300, CitiSelect(R) Folio 400,
and CitiSelect(R) Folio 500.

CFBDS is also the placement agent for Large Cap Value Portfolio, Small Cap Value
Portfolio, International Portfolio, Foreign Bond Portfolio, Intermediate Income
Portfolio, Short-Term Portfolio, Growth & Income Portfolio, U.S. Fixed Income
Portfolio, High Yield Portfolio, Large Cap Growth Portfolio, Small Cap Growth
Portfolio, International Equity Portfolio, Balanced Portfolio, Government Income
Portfolio, Tax Free Reserves Portfolio, Cash Reserves Portfolio and U.S.
Treasury Reserves Portfolio, Emerging Asian Markets Equity Portfolio.

CFBDS also serves as the distributor for the following funds: The Travelers Fund
U for Variable Annuities, The Travelers Fund VA for Variable Annuities, The
Travelers Fund BD for Variable Annuities, The Travelers Fund BD II for Variable
Annuities, The Travelers Fund BD III for Variable Annuities, The Travelers Fund
BD IV for Variable Annuities, The Travelers Fund ABD II for Variable Annuities,
The Travelers Separate Account PF for Variable Annuities, The Travelers Separate
Account PF II for Variable Annuities, The Travelers Separate Account QP for
Variable Annuities, The Travelers Separate Account TM for Variable Annuities,
The Travelers Separate Account TM II for Variable Annuities, The Travelers
Separate Account Five for Variable Annuities, The Travelers Separate Account Six
for Variable Annuities, The Travelers Separate Account Seven for Variable
Annuities, The Travelers Separate Account Eight for Variable Annuities, The
Travelers Separate Account Nine for Variable Annuities, The Travelers Separate
Account Ten for Variable Annuities, The Travelers Fund UL for Variable Life
Insurance, The Travelers Fund UL II for Variable Life Insurance, The Travelers
Fund UL III for Variable Life Insurance, The Travelers Variable Life Insurance
Separate Account One, The Travelers Variable Life Insurance Separate Account
Two, The Travelers Variable Life Insurance Separate Account Three, The Travelers
Variable Life Insurance Separate Account Four, The Travelers Separate Account
MGA, The Travelers Separate Account MGA II, The Travelers Growth and Income
Stock Account for Variable Annuities, The Travelers Quality Bond Account for
Variable Annuities, The Travelers Money Market Account for Variable Annuities,
The Travelers Timed Growth and Income Stock Account for Variable Annuities, The
Travelers Timed Short-Term Bond Account for Variable Annuities, The Travelers
Timed Aggressive Stock Account for Variable Annuities, The Travelers Timed Bond
Account for Variable Annuities

CFBDS is also the distributor for the following funds: Emerging Growth Fund,
Government Fund, Growth and Income Fund, International Equity Fund, Municipal
Fund, Balanced Investments, Emerging Markets Equity Investments, Government
Money Investments, High Yield Investments, Intermediate Fixed Income
Investments, International Equity Investments, International Fixed Income
Investments, Large Capitalization Growth Investments, Large Capitalization Value
Equity Investments, Long-Term Bond Investments, Mortgage Backed Investments,
Municipal Bond Investments, Small Capitalization Growth Investments, Small
Capitalization Value Equity Investments, Appreciation Portfolio, Diversified
Strategic Income Portfolio, Emerging Growth Portfolio, Equity Income Portfolio,
Equity Index Portfolio, Growth & Income Portfolio, Intermediate High Grade
Portfolio, International Equity Portfolio, Money Market Portfolio, Total Return
Portfolio.

CFBDS is also the distributor for the following Smith Barney Mutual Fund
registrants: Smith Barney Adjustable Rate Government Income Fund, Smith Barney
Aggressive Growth Fund Inc., Smith Barney Appreciation Fund, Smith Barney
Arizona Municipals Fund Inc., Smith Barney California Municipals Fund Inc.,
Smith Barney Large Cap Blend Fund, Smith Barney Fundamental Value Fund Inc.,
Smith Barney Balanced Fund, Smith Barney Convertible Fund, Smith Barney

<PAGE> 212

Diversified Strategic Income Fund, Smith Barney Exchange Reserve
Fund, Smith Barney High Income Fund, Smith Barney Municipal High Income Fund,
Smith Barney Premium Total Return Fund, Smith Barney Total Return Bond Fund,
Smith Barney Contrarian Fund, Smith Barney Government Securities Fund, Smith
Barney Hansberger Global Small Cap Value Fund, Smith Barney Hansberger Global
Value Fund, Smith Barney Investment Grade Bond Fund, Smith Barney Special
Equities Fund, Smith Barney Intermediate Maturity California Municipals Fund,
Smith Barney Intermediate Maturity New York Municipals Fund, Smith Barney Large
Capitalization Growth Fund, Smith Barney S&P 500 Index Fund, Smith Barney Mid
Cap Blend Fund, Smith Barney Managed Governments Fund Inc., Smith Barney Managed
Municipals Fund Inc., Smith Barney Massachusetts Municipals Fund, Cash
Portfolio, Government Portfolio, Retirement Portfolio, California Money Market
Portfolio, Florida Portfolio, Georgia Portfolio, Limited Term Portfolio, New
York Money Market Portfolio, New York Portfolio, Pennsylvania Portfolio, Smith
Barney Municipal Money Market Fund, Inc., Smith Barney Natural Resources Fund
Inc., Smith Barney New Jersey Municipals Fund Inc., Smith Barney Oregon
Municipals Fund, Zeros Plus Emerging Growth Series 2000, Smith Barney Security
and Growth Fund, Smith Barney Small Cap Blend Fund, Inc., Smith Barney
Telecommunications Income Fund, Smith Barney High Income Portfolio, Smith Barney
Large Cap Value Portfolio, Smith Barney International Equity Portfolio, Smith
Barney Large Capitalization Growth Portfolio, Smith Barney Money Market
Portfolio, Smith Barney Pacific Basin Portfolio, Balanced Portfolio,
Conservative Portfolio, Growth Portfolio, High Growth Portfolio, Income
Portfolio, Global Portfolio, Select Balanced Portfolio, Select Conservative
Portfolio, Select Growth Portfolio, Select High Growth Portfolio, Select Income
Portfolio, Concert Social Awareness Fund, Large Cap Value Fund, Short-Term High
Grade Bond Fund, U.S. Government Securities Fund, Cash Portfolio, Government
Portfolio, Municipal Portfolio, Concert Peachtree Growth Fund, Income and Growth
Portfolio, Reserve Account Portfolio, U.S. Government/High Quality Securities
Portfolio, Emerging Markets Portfolio, European Portfolio, Global Government
Bond Portfolio, International Balanced Portfolio, International Equity
Portfolio, Pacific Portfolio, AIM Capital Appreciation Portfolio, Alliance
Growth Portfolio, GT Global Strategic Income Portfolio, MFS Total Return
Portfolio, Putnam Diversified Income Portfolio, TBC Managed Income Portfolio,
Van Kampen American Capital Enterprise Portfolio, Centurion Tax-Managed U.S.
Equity Fund, Centurion Tax-Managed International Equity Fund, Centurion U.S.
Protection Fund, Centurion International Protection Fund, Global High-Yield Bond
Fund, International Equity Fund, Emerging Opportunities Fund, Core Equity Fund,
Long-Term Bond Fund, Global Dimensions Fund L.P., Citicorp Private Equity L.P.,
AIM V.I. Capital Appreciation Fund, AIM V.I. Government Series Fund, AIM V.I.
Growth Fund, AIM V.I. International Equity Fund, AIM V.I. Value Fund, Fidelity
VIP Growth Portfolio, Fidelity VIP High Income Portfolio, Fidelity VIP Equity
Income Portfolio, Fidelity VIP Overseas Portfolio, Fidelity VIP II Contrafund
Portfolio, Fidelity VIP II Index 500 Portfolio, MFS World Government Series, MFS
Money Market Series, MFS Bond Series, MFS Total Return Series, MFS Research
Series, MFS Emerging Growth Series.

CFBDS is also the distributor for the following Salomon Brothers funds: Salomon
Brothers Institutional Money Market Fund, Salomon Brothers Cash Management Fund,
Salomon Brothers New York Municipal Money Market Fund, Salomon Brothers National
Intermediate Municipal Fund, Salomon Brothers U.S. Government Income Fund,
Salomon Brothers High Yield Bond Fund, Salomon Brothers Strategic Bond Fund,
Salomon Brothers Total Return Fund, Salomon Brothers Asia Growth Fund, Salomon
Brothers Capital Fund Inc, Salomon Brothers Investors Fund Inc, Salomon Brothers
Opportunity Fund Inc, Salomon Brothers Institutional High Yield Bond Fund,
Salomon Brothers Institutional Emerging Markets Debt Fund, Salomon Brothers
Variable Investors Fund, Salomon Brothers Variable Capital Fund, Salomon
Brothers Variable Total Return Fund, Salomon Brothers Variable High Yield Bond
Fund, Salomon Brothers Variable Strategic Bond Fund, Salomon Brothers Variable
U.S. Government Income Fund, and Salomon Brothers Variable Asia Growth Fund.

(b) The information required by this Item 29 with respect to each
director and officer of CFBDS, Inc. is incorporated by reference to Schedule A
of Form BD filed by CFBDS pursuant to the Securities and Exchange Act of 1934
(File No. 8-32417).
<PAGE> 213

Item 30. Location of Accounts and Records

The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183

Item 31. Management Services

Not applicable.

Item 32. Undertakings

The undersigned Registrant hereby undertakes:

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

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

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

The Company hereby represents:

(a) That the aggregate charges under the Contracts of the Registrant
described herein are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks
assumed by the Company.
<PAGE> 214

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this amendment to this registration statement
and has caused this amendment to this registration statement to be signed on its
behalf, in the City of Hartford, and State of Connecticut, on this 17th day of
April, 2000.

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES
(Registrant)

THE TRAVELERS INSURANCE COMPANY
(Depositor)

By:*GLENN D. LAMMEY
----------------
Glenn D. Lammey, Chief Financial Officer,
Chief Accounting Officer and Controller

As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities indicated on the 17th day of
April 2000.

* GEORGE C. KOKULIS Director, President and Chief Executive Officer
- ------------------------------ (Principal Executive Officer)
(George C. Kokulis)

* KATHERINE M. SULLIVAN Director
- ------------------------------
(Katherine M. Sullivan)

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

*By: /s/Ernest J. Wright, Attorney-in-Fact

<PAGE> 215

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

<S> <C> <C>
10. Consent of KPMG LLP, Independent Certified Electronically
Public Accountants.

15(b). Powers of Attorney authorizing Ernest J. Wright or Kathleen A. Electronically
McGah as signatory for George C. Kokulis, Katherine M. Sullivan
and Glenn D. Lammey.
</TABLE>

<PAGE> 1

Exhibit 10

Consent of Independent Certified Public Accountants

Board of Directors
The Travelers Insurance Company

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

/s/KPMG LLP

Hartford, Connecticut
April 14, 2000

<PAGE> 1

Exhibit 15(b)

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, GEORGE C. KOKULIS of Simsbury, Connecticut, Director, President and
Chief Executive Officer of The Travelers Insurance Company (hereafter the
"Company"), do hereby make, constitute and appoint ERNEST J. WRIGHT, Secretary
of said Company, and KATHLEEN A. McGAH, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form N-4 or other appropriate form under the Securities Act of
1933 and the Investment Company Act of 1940 for The Travelers Fund ABD for
Variable Annuities, a separate account of the Company dedicated specifically to
the funding of variable annuity contracts to be offered by said Company, and
further, to sign any and all amendments thereto, including post-effective
amendments, that may be filed by the Company on behalf of said registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of April
2000.

/s/George C. Kokulis
Director, President and Chief Executive Officer
The Travelers Insurance Company

<PAGE> 2

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, KATHERINE M. SULLIVAN of Longmeadow, Massachusetts, a Director of
The Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN
A. McGAH, Assistant Secretary of said Company, or either one of them acting
alone, my true and lawful attorney-in-fact, for me, and in my name, place and
stead, to sign registration statements on behalf of said Company on Form N-4 or
other appropriate form under the Securities Act of 1933 and the Investment
Company Act of 1940 for The Travelers Fund ABD for Variable Annuities, a
separate account of the Company dedicated specifically to the funding of
variable annuity contracts to be offered by said Company, and further, to sign
any and all amendments thereto, including post-effective amendments, that may be
filed by the Company on behalf of said registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of March
2000.

/s/Katherine M. Sullivan
Director
The Travelers Insurance Company

<PAGE> 3

THE TRAVELERS FUND ABD FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, GLENN D. LAMMEY of Simsbury, Connecticut, Chief Financial Officer,
Chief Accounting Officer and Controller of The Travelers Insurance Company
(hereafter the "Company"), do hereby make, constitute and appoint ERNEST J.
WRIGHT, Secretary of said Company, and KATHLEEN A. McGAH, Assistant Secretary of
said Company, or either one of them acting alone, my true and lawful
attorney-in-fact, for me, and in my name, place and stead, to sign registration
statements on behalf of said Company on Form N-4 or other appropriate form under
the Securities Act of 1933 and the Investment Company Act of 1940 for The
Travelers Fund ABD for Variable Annuities, a separate account of the Company
dedicated specifically to the funding of variable annuity contracts to be
offered by said Company, and further, to sign any and all amendments thereto,
including post-effective amendments, that may be filed by the Company on behalf
of said registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 31st day of March
2000.

/s/Glenn D. Lammey
Chief Financial Officer,
Chief Accounting Officer and Controller
The Travelers Insurance Company