TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES, N-4/A, 1999-09-02

TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES
N-4/A, 1999-09-02

Previous: PROFUNDS, N-30D, 1999-09-02

Next: TRAVELERS FUND BD III FOR VARIABLE ANNUITIES, N-4/A, 1999-09-02

<PAGE> 1

Registration Statement No. 333-70659
811-08223

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4
Pre-Effective Amendment No. 1 to the
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

And
Post-Effective Amendment No. 4 to the
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

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

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

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

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

<TABLE>
<S> <C>
Approximate Date of Proposed Public Offering: As soon as practicable following the
effectiveness of the Registration Statement
</TABLE>

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

N/A immediately upon filing pursuant to paragraph (b) of Rule 485.
- ------
N/A on ___________ pursuant to paragraph (b) of Rule 485.
- ------
N/A 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
- ------
N/A 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.

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

<PAGE> 2

PART A

Information Required in a Prospectus

<PAGE> 3

TRAVELERS VINTAGE XTRA ANNUITY PROSPECTUS:

THE TRAVELERS FUND BD IV
FOR VARIABLE ANNUITIES

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

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:

ALLIANCE VARIABLE PRODUCT SERIES FUND
Premier Growth Portfolio Class B
AMERICAN VARIABLE INSURANCE SERIES CLASS 2 SHARES
Global Growth Fund
Growth Fund
Growth-Income Fund
GREENWICH STREET SERIES FUND
Appreciation Portfolio
Diversified Strategic Income Portfolio
Equity Index Portfolio Class II
Total Return Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Small Cap
Growth Fund
Salomon Brothers Variable Total Return Fund
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Franklin Small Cap Investments Fund Class 2
Templeton International Fund Class 2
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Large Cap Portfolio
MFS Emerging Growth Portfolio
MFS Research Portfolio
Strategic Stock Portfolio
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Smith Barney Aggressive Growth Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth
Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney Mid Cap Portfolio
Smith Barney Money Market Portfolio
Travelers Managed Income Portfolio
Van Kampen Enterprise Portfolio
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio--Service Class

The Fixed Account is described in Appendix A. Unless specified otherwise, this
prospectus refers to the variable funding options. The contracts and/or some of
the funding options may not be available in all states. THIS PROSPECTUS IS VALID
ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR THE VARIABLE FUNDING
OPTIONS. 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
BD IV for Variable Annuities ("Separate Account") by requesting a copy of the
Statement of Additional Information ("SAI") dated _______ , 1999. The SAI has
been filed with the Securities and Exchange Commission ("SEC") and is
incorporated by reference into this prospectus. To request a copy, write to The
Travelers Life and Annuity Company, Annuity 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 C 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 _______ , 1999
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms................ 2
Summary............................... 3
Fee Table............................. 6
The Annuity Contract.................. 11
Contract Owner Inquiries............ 11
Purchase Payments................... 11
Purchase Payment Credits............ 11
Accumulation Units.................. 12
The Funding Options................. 12
Charges and Deductions................ 15
General............................. 15
Withdrawal Charge................... 15
Free Withdrawal Allowance........... 16
Administrative Charges.............. 16
Mortality and Expense Risk Charge... 16
Funding Option Expenses............. 17
Premium Tax......................... 17
Changes in Taxes Based Upon Premium
or Value......................... 17
Transfers............................. 17
Dollar Cost Averaging............... 17
Access to Your Money.................. 18
Systematic Withdrawals.............. 18
Ownership Provisions.................. 19
Types of Ownership.................. 19
Beneficiary......................... 19
Annuitant........................... 19
Death Benefit......................... 20
Death Proceeds Before the Maturity
Date............................. 20
Payment of Proceeds................. 21
Death Proceeds After the Maturity
Date............................. 21
The Annuity Period.................... 22
Maturity Date....................... 22
Allocation of Annuity............... 22
Variable Annuity.................... 22
Fixed Annuity....................... 23
Payment Options....................... 23
Election of Options................. 23
Annuity Options..................... 23
Miscellaneous Contract Provisions..... 24
Right to Return..................... 24
Termination......................... 24
Required Reports.................... 25
Suspension of Payments.............. 25
Transfers of Contract Values to
Other Annuities.................. 25
The Separate Account.................. 25
Performance Information............. 25
Federal Tax Considerations............ 26
General Taxation of Annuities....... 26
Types of Contracts: Qualified or
Nonqualified..................... 26
Nonqualified Annuity Contracts...... 27
Qualified Annuity Contracts......... 27
Penalty Tax for Premature
Distributions.................... 27
Diversification Requirements for
Variable Annuities............... 27
Ownership of the Investments........ 28
Mandatory Distributions for
Qualified Plans.................. 28
Other Information..................... 28
The Insurance Company............... 28
Financial Statements................ 28
IMSA................................ 29
Year 2000 Compliance................ 29
Distribution of Variable Annuity
Contracts........................ 29
Conformity with State and Federal
Laws............................. 30
Voting Rights....................... 30
Legal Proceedings and Opinions...... 30
Appendix A: The Fixed Account......... A-1
Appendix B: Waiver of Withdrawal
Charge for Nursing Home
Confinement......................... B-1
Appendix C: Contents of the Statement
of Additional Information........... C-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..................... 12
Accumulation Period................... 12
Annuitant............................. 19
Annuity Payments...................... 22
Annuity Unit.......................... 12
Cash Surrender Value.................. 18
Contract Date......................... 11
Contract Owner (You, Your)............ 11
Contract Value........................ 11
Contract Year......................... 11
Fixed Account......................... A-1
Funding Option(s)..................... 12
Maturity Date......................... 22
Purchase Payment...................... 11
Purchase Payment Credit............... 11
Underlying Fund....................... 12
Written Request....................... 11
</TABLE>

2
<PAGE> 5

SUMMARY:

TRAVELERS VINTAGE XTRA 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.

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The
Contract offered by the Travelers Life and Annuity Company is intended for
retirement savings or other long-term investment purposes. 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." The Contract provides a choice of a standard or enhanced 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, 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.

Once you elect an annuity option 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 from
Individual Retirement Annuities (IRAs); and (3) rollovers from other qualified
retirement plans. Qualified contracts include contracts qualifying under Section
401(a), 403(b), or 408(b) of the Internal Revenue Code of 1986, as amended.
Qualified Contract Owners: You should consider purchasing this Contract for its
death benefit and annuity option benefits, among others, rather than solely for
its tax benefits. The tax deferred benefits do not provide additional tax
benefits when offered through a qualified contract.

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 ten days
after you receive it, you will receive a full refund of the Contract value
(including charges) minus any Purchase Payment Credits. 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.

3
<PAGE> 6

If the Contract is purchased as an Individual Retirement Annuity, and is
returned within the first seven days after delivery, your full purchase payment
minus any Purchase Payment Credits will be refunded; during the remainder of the
right to return period, the Contract value (including charges) minus any
Purchase Payment Credits 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.

During the Right to Return period, you receive any gains and we bear any losses
attributable to the Purchase Payment Credits.

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. The product offered through this Separate Account is new, and therefore
has no past performance. However, the funding options have been available for
various time periods. Performance information that predates the separate account
is considered "nonstandard" by the SEC. Such 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. 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 $100,000, the Company deducts an annual
contract administrative charge of $40. 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. The annual M&E charge depends on the death benefit you choose: 1.25%
for the Standard Death Benefit, 1.45% for the Enhanced Death Benefit. 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 and associated purchase
payment credits. The maximum percentage is 8%, decreasing to 0% in years ten and
later.

HOW WILL MY CONTRIBUTIONS AND WITHDRAWALS BE TAXED? 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.

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 a penalty tax may apply
to taxable amounts withdrawn.

4
<PAGE> 7

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? You may choose to purchase the
Standard or the Enhanced Death Benefit. The death benefit applies upon the first
death of the owner, joint owner, or annuitant. Assuming you are the Annuitant,
the death benefit is as follows: If you die before the Contract is in the 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. The enhanced death benefit may not be available in all
states. 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:

- PURCHASE PAYMENT CREDITS. For each payment you make during the first
contract year, we will add a credit to your account. The credit will be
determined by the greater age of the owner or the annuitant at the time
the contract is issued. If the greater age is 69 or less, the credit is
5%. If the greater age is 70 or more, the credit is 4%.

- 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.

- MANAGED DISTRIBUTION PROGRAM. This program allows us to automatically
calculate and distribute to you, in November of the applicable tax year,
an amount that will satisfy the Internal Revenue Service's minimum
distribution requirements imposed on certain contracts once the owner
reaches age 70 1/2 or retires. These minimum distributions occur during
the accumulation phase.

5
<PAGE> 8

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

WITHDRAWAL CHARGE
(as a percentage of the purchase payment and associated credit withdrawn)

<TABLE>
<CAPTION>
YEARS SINCE PURCHASE
PAYMENT MADE WITHDRAWAL CHARGE
<S> <C>
0-4 8%
5 7%
6 6%
7 5%
8 3%
9 1%
10+ 0%
</TABLE>

<TABLE>
<S> <C>
ANNUAL CONTRACT ADMINISTRATIVE CHARGE $40
(Waived if contract value is $100,000 or more)
</TABLE>

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

<TABLE>
<S> <C>
STANDARD DEATH BENEFIT
Mortality & Expense Risk Charge............................. 1.25%
Administrative Expense Charge............................... 0.15%
----
Total Separate Account Charges.......................... 1.40%
ENHANCED DEATH BENEFIT
Mortality & Expense Risk Charge............................. 1.45%
Administrative Expense Charge............................... 0.15%
----
Total Separate Account Charges.......................... 1.60%
</TABLE>

FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the Funding Option as of
December 31, 1998, 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>
ALLIANCE VARIABLE PRODUCT SERIES FUND
Premier Growth Portfolio Class B 0.97% 0.25% 0.09% 1.31%(1)
AMERICAN VARIABLE INSURANCE SERIES CLASS 2
SHARES
Global Growth Fund..................... 0.69% 0.25% 0.06% 1.00%
Growth Fund............................ 0.40% 0.25% 0.01% 0.66%
Growth-Income Fund..................... 0.35% 0.25% 0.01% 0.61%
GREENWICH STREET SERIES FUND
Appreciation Portfolio................. 0.75% -- 0.05% 0.80%(2)
Diver. Strategic Income Portfolio...... 0.65% -- 0.13% 0.78%(2)
Equity Index Portfolio Class II........ 0.21% 0.25% 0.09% 0.55%(3)
Total Return Portfolio................. 0.75% -- 0.04% 0.79%
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
Salomon Brothers Variable Capital
Fund................................. 0.85% -- 0.15% 1.00%(4)
Salomon Brothers Variable Investors
Fund................................. 0.70% -- 0.30% 1.00%(4)
Salomon Brothers Variable Small Cap
Growth Fund.......................... 0.80% -- 0.20% 1.00%(4)
Salomon Brothers Variable Total Return
Fund................................. 0.80% -- 0.20% 1.00%(4)
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Franklin Small Cap Investments Fund
2.................................... 0.15% 0.25% 0.85% 1.25%(5)
Templeton International Fund Class 2... 0.69% 0.25% 0.17% 1.11%
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio............................ 0.80% -- 0.20% 1.00%(6)
Equity Income Portfolio................ 0.75% -- 0.20% 0.95%(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>
Large Cap Portfolio.................... 0.75% -- 0.20% 0.95%(7)
MFS Emerging Growth Portfolio.......... 0.75% -- 0.14% 0.89%
MFS Research Portfolio................. 0.80% -- 0.20% 1.00%(9)
Strategic Stock Portfolio.............. 0.60% -- 0.30% 0.90%(6)
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)
Smith Barney Aggressive Growth
Portfolio............................ 0.80% -- 0.20% 1.00%*
Smith Barney High Income Portfolio..... 0.60% -- 0.07% 0.67%(8)
Smith Barney International Equity
Portfolio............................ 0.90% -- 0.10% 1.00%(8)
Smith Barney Large Capitalization
Growth Portfolio..................... 0.75% -- 0.25% 1.00%(9)
Smith Barney Large Cap Value
Portfolio............................ 0.65% -- 0.03% 0.68%(8)
Smith Barney Mid Cap Portfolio......... 0.75% -- 0.20% 0.95%*
Smith Barney Money Market Portfolio.... 0.50% -- 0.14% 0.64%(8)
Travelers Managed Income Portfolio..... 0.65% -- 0.19% 0.84%(8)
Van Kampen Enterprise Portfolio........ 0.70% -- 0.03% 0.73%(8)
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio.............. 0.32% -- 0.53% 0.85%(10)
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class................................ 0.59% 0.10% 0.06% 0.75%(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) Fees are stated net of waivers and/or reimbursements. Absent fee waivers
and/or reimbursements, the fee paid to Alliance for advisory services by
PREMIER GROWTH PORTFOLIO would have been 1.34%.

(2) The Portfolio Management Fee for the SMITH BARNEY APPRECIATION PORTFOLIO and
the DIVERSIFIED STRATEGIC INCOME PORTFOLIO includes 0.20% for fund
administration.

(3) Other expenses for the EQUITY INDEX PORTFOLIO have been restated to reflect
the current expense reimbursement arrangement whereby the adviser has agreed
to reimburse the Portfolio for the amount by which expenses exceed 0.30%.
Without such arrangement, Total Annual Operating Expenses would have been
0.42%. In addition, the Portfolio Management Fee includes 0.06% for fund
administration.

(4) SBAM has waived all of its Management Fees for the following Salomon
Brothers Funds for the period ended December 31, 1998. If such fees were not
waived or expenses reimbursed, the actual annualized Total Annual Operating
Expenses for the INVESTORS FUND, and the TOTAL RETURN FUND would have been
2.07%, and 2.90%, respectively.

(5) Figures reflect expenses from the Fund's inception on May 1, 1998 and are
annualized. The Investment Manager agreed in advance to limit management
fees and make certain payments to reduce Fund expenses as necessary so that
Total Fund Operating Expenses did not exceed 1.25% of the Fund's Class 2 net
assets in 1998. The Investment Manager is contractually obligated to
continue this arrangement through 1999. Management Fees, Other Expenses and
Total Fund Operating Expenses in 1998 before any waivers were 0.75%, 1.00%,
and 2.00%, respectively.

(6) Travelers Insurance has agreed to reimburse the STRATEGIC STOCK PORTFOLIO,
and the DISCIPLINED SMALL CAP STOCK PORTFOLIO for expenses for the period
ended December 31, 1998. If such expenses were not reimbursed, the actual
annualized Total Annual Operating Expenses would have been 1.51% and 2.98%,
respectively.

7
<PAGE> 10

(7) Other Expenses reflect the current expense reimbursement arrangement with
Travelers where Travelers has agreed to reimburse the Portfolios for the
amount by which their aggregate expenses (including management fees, but
excluding brokerage commissions, interest charges and taxes) exceeds 0.95%.
Without such arrangements, the Total Annual Operating Expenses for the
Portfolios would have been 1.22% for the TRAVELERS DISCIPLINED MID CAP STOCK
PORTFOLIO, 1.23% for the LARGE CAP PORTFOLIO, and 1.09% for the EQUITY
INCOME PORTFOLIO.

(8) Expenses are as of October 31, 1998 (the Fund's fiscal year end). There were
no fees waived or expenses reimbursed for these funds in 1998.

(9) The Manager waived all or part of its fees for the period ended October 31,
1998. If such fees were not waived, the annualized Total Annual Operating
Expenses for the SMITH BARNEY LARGE CAPITALIZATION GROWTH PORTFOLIO would
have been 1.77%.

(10) Van Kampen has voluntarily agreed to a reduction in its management fees and
to reimburse the EMERGING GROWTH PORTFOLIO if such fees would cause total
annual operating expenses to exceed 0.85%. Absent such reductions, the
expenses would have been 1.23%.

(11) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, FMR on behalf of the fund, has entered
into an arrangement with its custodian whereby credits realized as a result
of uninvested cash balances were used to reduce custodian expenses. Without
these reductions, the total operating expenses for CONTRAFUND PORTFOLIO
would have been 0.80%.

* These funds are new and therefore have no operating history. The expenses
shown are estimates.

8
<PAGE> 11

EXAMPLE*: STANDARD DEATH BENEFIT

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>
- -------------------------------------------------------------------------------------------------------------------------
ALLIANCE VARIABLE PRODUCT SERIES FUND
Premier Growth Portfolio Class B...... $107 $162 $210 $296 $27 $82 $140 $296
AMERICAN VARIABLE INSURANCE SERIES CLASS 2
SHARES
Global Growth Fund.................... 104 152 194 266 24 72 124 266
Growth Fund........................... 100 142 177 231 20 62 107 231
Growth-Income Fund.................... 100 141 174 225 20 61 104 225
GREENWICH STREET SERIES FUND
Appreciation Portfolio................ 102 146 184 245 22 66 114 245
Diversified Strategic Income
Portfolio........................... 101 146 183 243 21 66 113 243
Equity Index Portfolio Class II....... 99 139 171 219 19 59 101 219
Total Return Portfolio................ 101 146 183 244 21 66 113 244
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
Salomon Brothers Variable Capital
Fund................................ 104 152 194 266 24 72 124 266
Salomon Brothers Variable Investors
Fund................................ 104 152 194 266 24 72 124 266
Salomon Brothers Variable Small Cap
Growth Fund......................... 104 152 194 266 24 72 124 266
Salomon Brothers Variable Total Return
Fund................................ 104 152 194 266 24 72 124 266
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Franklin Small Cap Investments Fund
Class 2............................. 106 160 207 290 26 80 137 290
Templeton International Fund Class
2................................... 105 156 200 277 25 76 130 277
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio........................... 104 152 194 266 24 72 124 266
Equity Income Portfolio............... 103 151 192 261 23 71 122 261
Large Cap Portfolio................... 103 151 192 261 23 71 122 261
MFS Emerging Growth Portfolio......... 102 149 188 254 22 69 118 254
MFS Research Portfolio................ 104 152 194 266 24 72 124 266
Strategic Stock Portfolio............. 103 149 189 255 23 69 119 255
TRAVELERS SERIES FUND, INC.
Alliance Growth Fund.................. 102 147 185 247 22 67 115 247
MFS Total Return Portfolio............ 102 148 186 249 22 68 116 249
Smith Barney Aggressive Growth
Portfolio........................... 104 152 194 266 24 72 124 266
Smith Barney High Income Portfolio.... 100 142 177 232 20 62 107 232
Smith Barney International Equity
Portfolio........................... 104 152 194 266 24 72 124 266
Smith Barney Large Capitalization
Growth Portfolio.................... 104 152 194 266 24 72 124 266
Smith Barney Large Cap Value
Portfolio........................... 100 143 178 233 20 63 108 233
Smith Barney Mid Cap Portfolio........ 103 151 192 261 23 71 122 261
Smith Barney Money Market Portfolio... 100 142 176 229 20 62 106 229
Travelers Managed Income Portfolio.... 102 148 186 249 22 68 116 249
Van Kampen Enterprise Portfolio....... 101 144 180 238 21 64 110 238
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Fund.................. 102 148 186 250 22 68 116 250
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio--Service
Class............................... 101 145 181 240 21 65 111 240
</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 $40 ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL
CHARGE OF .020% OF ASSETS.

** The Withdrawal Charge is waived if a lifetime annuity payout has begun or
if, after the first contract year, you elect annuity payments for a fixed
period of at least five years. (See "Charges and Deductions.")

9
<PAGE> 12

EXAMPLE*: ENHANCED DEATH BENEFIT

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>
- -------------------------------------------------------------------------------------------------------------------------
ALLIANCE VARIABLE PRODUCT SERIES FUND
Premier Growth Portfolio Fund Class
B................................... $110 $171 $224 $325 $30 $91 $154 $325
AMERICAN VARIABLE INSURANCE SERIES CLASS 2
SHARES
Global Growth Fund.................... 107 161 209 295 27 81 139 295
Growth Fund........................... 103 151 192 262 23 71 122 262
Growth-Income Fund.................... 103 150 189 256 23 70 119 256
GREENWICH STREET SERIES FUND
Appreciation Portfolio................ 105 155 199 276 25 75 129 276
Diversified Strategic Income
Portfolio........................... 104 155 198 274 24 75 128 274
Equity Index Portfolio Class II....... 102 148 186 250 22 68 116 250
Total Return Portfolio................ 104 155 199 275 24 75 129 275
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
Salomon Brothers Variable Capital
Fund................................ 107 161 209 295 27 81 139 295
Salomon Brothers Variable Investors
Fund................................ 107 161 209 295 27 81 139 295
Salomon Brothers Variable Small Cap
Growth Fund......................... 107 161 209 295 27 81 139 295
Salomon Brothers Variable Total Return
Fund................................ 107 161 209 295 27 81 139 295
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Franklin Small Cap Investments Fund
Class 2............................. 109 169 221 319 29 89 151 319
Templeton International Fund Class
2................................... 108 165 214 306 28 85 144 306
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio........................... 107 161 209 295 27 81 139 295
Equity Income Portfolio............... 106 160 207 290 26 80 137 290
Large Cap Portfolio................... 106 160 207 290 26 80 137 290
MFS Emerging Growth Portfolio......... 105 158 204 285 25 78 134 285
MFS Research Portfolio................ 107 161 209 295 27 81 139 295
Strategic Stock Portfolio............. 106 158 204 286 26 78 134 286
TRAVELERS SERIES FUND, INC.
Alliance Growth Fund.................. 105 156 200 278 25 76 130 278
MFS Total Return Portfolio............ 105 157 201 280 25 77 131 280
Smith Barney Aggressive Growth
Portfolio........................... 107 161 209 295 27 81 139 295
Smith Barney High Income Portfolio.... 103 152 193 263 23 72 123 263
Smith Barney International Equity
Portfolio........................... 107 161 209 295 27 81 139 295
Smith Barney Large Capitalization
Growth Portfolio.................... 107 161 209 295 27 81 139 295
Smith Barney Large Cap Value
Portfolio........................... 103 152 193 264 23 72 123 264
Smith Barney Mid Cap Portfolio........ 106 160 207 290 26 80 137 290
Smith Barney Money Market Portfolio... 103 151 191 260 23 71 121 260
Travelers Managed Income Portfolio.... 105 157 201 280 25 77 131 280
Van Kampen Enterprise Portfolio....... 104 153 196 269 24 73 126 269
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Fund.................. 105 157 202 281 25 77 132 281
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class............................... 104 154 197 271 24 74 127 271
</TABLE>

10
<PAGE> 13

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Vintage XTRA Annuity is a contract between the contract owner ("you"),
and The Travelers Life and Annuity Company (called "us" or 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 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 and any purchase
payment credits, 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 1-800-842-8573.

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.

PURCHASE PAYMENT CREDITS

During the first contract year, for each purchase payment you make, we will add
a credit to your contract value. The credit is a percentage of the purchase
payment and depends on the greater age of the owner or annuitant. If the greater
age is 69 or under, the credit is 5%. If the greater age is 70 or over, the
credit is 4%.

The credit will be applied to the Investment Options in the same ratio as the
applicable purchase payment.

We will deduct the credit from any refunds made if:

(a) the contract is returned in the Right to Return period (any gains on the
credit will be included in the refund);

(b) the owner (or the annuitant, with no contingent annuitant surviving) dies
during the first 12 months after the credit is applied; or

When we determine the amount of credit deducted from any refund amount or death
benefit under (b) or (c), we will not include a credit's investment gains or
losses.

11
<PAGE> 14

Note: We have applied to the SEC for permission to deduct the credit from
refunds made under (b) or (c). Until the permission is granted, we will not
deduct the credit in such circumstances.

ACCUMULATION UNITS

An accumulation unit is used to calculate the value of a Contract. An
accumulation unit works like a share of a mutual fund. Each funding option has a
corresponding accumulation unit value. The accumulation units are valued each
business day and 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. The period between the contract
effective date and the maturity date is the accumulation period. During the
annuity period (i.e., after the maturity date), you are credited with annuity
units.

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. 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 mutual 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.

If any of the funding options becomes 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:

12
<PAGE> 15

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Equity Index Portfolio Seeks to replicate, before deduction of expenses, Travelers Investment Management
Class II the total return performance of the S&P 500 index. Co. ("TIMCO")
Total Return Portfolio (an equity portfolio) Seeks to provide total SSBC
return, consisting of long-term capital
appreciation and income. The Portfolio will invest
primarily in a diversified portfolio of
dividend-paying common stocks.
SALOMON BROTHERS VARIABLE SERIES FUND, INC.
Salomon Brothers Variable Seeks capital appreciation, primarily through Salomon Brothers Asset
Capital Fund investments in common stocks which are believed to Management ("SBAM")
have above-average price appreciation potential
and which may involve above average risk.
Salomon Brothers Variable Seeks long-term growth of capital, and, SBAM
Investors Fund secondarily, current income, through investments
in common stocks of well-known companies.
Salomon Brothers Variable Seeks long-term growth of capital by investing SBAM
Small Cap Growth Fund primarily in equity securities of companies with
market capitalizations similar to that of
companies included in the Russell 2000 Index.
Salomon Brothers Variable Seeks above average income (compared to a SBAM
Total Return Fund portfolio invested entirely in equity securities).
Secondarily seeks opportunities for growth of
capital and income.
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Franklin Small Cap Seeks long-term capital growth. The Fund seeks to Franklin Advisers, Inc.
Investments Fund (Class 2) accomplish its objective by investing primarily
(normally at least 65% of its assets) in equity
securities of smaller capitalization growth
companies.
Templeton International Seeks long-term capital growth through a flexible Templeton Investment
Fund (Class 2) policy of investing in stocks and debt obligations Counsel, Inc.
of companies and governments outside the United
States. Any income realized will be incidental.
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock Seeks long term capital appreciation by investing Travelers Asset Management
Portfolio primarily (at least 65% of its total assets) in International Co. ("TAMIC")
the common stocks of U.S. Companies with Subadviser: TIMCO
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 balance Subadviser: Fidelity Management
may be invested in all types of domestic and & Research Co.
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.
Large Cap Portfolio Seeks long-term growth of capital by investing TAMIC
primarily in equity securities of companies with Subadviser: Fidelity Management
large market capitalizations. & Research Co.
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 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.
</TABLE>

13
<PAGE> 16

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital. Current income Travelers Investment Advisers,
is only an incidental consideration. The Portfolio Inc. ("TIA")
invests predominantly in equity securities of Subadviser: Alliance Capital
companies with a favorable outlook for earnings Management L.P.
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: MFS
entirely invested in equity securities) consistent
with the prudent employment of capital. Generally,
at least 40% of the Portfolio's assets are
invested in equity securities.
Smith Barney Aggressive Seeks capital appreciation by investing primarily SSBC
Growth Portfolio in common stocks of companies that are
experiencing, or have the potential to experience,
growth of earnings, or that exceed the average
earnings growth rate of companies whose securities
are included in the S&P 500.
Smith Barney High Income Seeks high current income. Capital appreciation is SSBC
Portfolio a secondary objective. The Portfolio will invest
at least 65% of its assets in high-yielding
corporate debt obligations and preferred stock.
Smith Barney International Seeks total return on assets from growth of SSBC
Equity Portfolio capital and income by investing at least 65% of
its assets in a diversified portfolio of equity
securities of established non-U.S. issuers.
Smith Barney Large Cap Seeks current income and long-term growth of SSBC
Value Portfolio income and capital by investing primarily, but not
exclusively, in common stocks.
Smith Barney Large Seeks long-term growth of capital by investing in SSBC
Capitalization Growth equity securities of companies with large market
Portfolio capitalizations.
Smith Barney Mid Cap Seeks long-term growth of capital by investing SSBC
Portfolio primarily in equity securities of medium-sized
companies with market capitalizations between $1
billion and $5 billion at the time of investment.
Smith Barney Money Market Seeks maximum current income and preservation of SSBC
Portfolio capital.
Travelers Managed Income Seeks high current income consistent with prudent TIA
Portfolio risk of capital through investments in corporate
debt obligations, preferred stocks, and
obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities.
Van Kampen Enterprise Seeks capital appreciation through investment in SSBC
Portfolio securities believed to have above-average Subadviser: Van Kampen Asset
potential for capital appreciation. Any income Management Inc.
received on such securities is incidental to the
objective of capital appreciation.

VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio Seeks capital appreciation by investing primarily Van Kampen Asset
in common stocks of small and medium sized compa- Management Inc.
nies considered to be emerging growth companies.

VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R)Portfolio-- Seeks long-term capital appreciation by investing Fidelity Management & Research
Service Class primarily in common stocks of companies whose Company
value the adviser believes is not fully recognized
by the public.
</TABLE>

14
<PAGE> 17

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 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 Smith
Barney Financial Consultant, and

- other costs of doing business.

Risks we assume include:

- risks 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 or the maximum of all step-up values for the Enhanced Death Benefit
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 and
associated credits are withdrawn before they have been in the Contract for 10
years. We will assess the charge as a percentage of the purchase payment and
associated credit withdrawn as follows:

<TABLE>
<S> <C>
YEARS SINCE PURCHASE
PAYMENT MADE WITHDRAWAL CHARGE
0-4 8%
5 7%
6 6%
7 5%
8 3%
9 1%
10+ 0%
</TABLE>

15
<PAGE> 18

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

(a) any purchase payments and associated credits, to which no withdrawal
charge applies, and then

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

(c) from any purchase payment and associated credits to which a withdrawal
charge applies (on a first-in, first-out basis), 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 if purchase payments are distributed:

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

- under the Travelers Minimum Distribution Program; or

- under the Nursing Home Confinement provision (as described in Appendix
B).

We will not deduct a withdrawal charge from purchase payment credits if paid out
under the Travelers Minimum Distribution Program.

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 $100,000 on that date. This
charge compensates us for expenses incurred in establishing and maintaining the
Contract. The $40 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 $100,000.

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. We reserve
the right to lower this charge at any time. If you
16
<PAGE> 19

choose the Standard Death Benefit, the M&E charge is 1.25% annually. If you
choose the Enhanced Death Benefit, the M&E charge is 1.45% annually.

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.
Where required, 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.

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. 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. Please refer to Appendix A for
information about transfers between the Fixed Account and the funding options.

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

17
<PAGE> 20

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
Transfer 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.

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. For information about withdrawals from
your payout option (with no life contingency), refer to the Statement of
Additional Information.

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

SYSTEMATIC WITHDRAWALS

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

18
<PAGE> 21

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.

MANAGED DISTRIBUTION PROGRAM. Under the systematic withdrawal option, you may
choose to participate in the Managed Distribution Program. At no cost to you,
you may instruct us to calculate and make minimum distributions that may be
required by the IRS upon reaching age 70 1/2. (See "Federal Tax
Considerations.") These payments will not be subject to the withdrawal charge
and will be in lieu of the free withdrawal allowance. No Dollar Cost Averaging
will be permitted if you are participating in the Managed Distribution Program.

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

TYPES OF OWNERSHIP

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

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

Joint Owner. For nonqualified contracts only, joint owners (i.e., spouses) may
be named in a written request before the contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them. All rights of a joint owner end at
death if the other joint owner survives. If the first joint owner to die is also
the annuitant, the death benefit will be paid to the beneficiary if there is no
contingent annuitant. If the first joint owner to die is not the annuitant, the
entire interest of the deceased joint owner in the Contract will pass to the
surviving joint owner.

BENEFICIARY

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

With nonqualified contracts, as discussed under "Death Benefit," the beneficiary
named in the contract may differ from the designated beneficiary (for example,
the designated beneficiary may be the joint owner). In such cases, the
designated beneficiary receives the contract benefits (rather than the
beneficiary) upon your death.

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

ANNUITANT

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

19
<PAGE> 22

For nonqualified Contracts only, where the owner and the annuitant are not the
same person, the contract owner may also name one individual as a contingent
annuitant by written request before the Contract becomes effective. If the
annuitant dies before the maturity date while the owner is still living and a
contingent annuitant has been named, the contingent annuitant becomes the
annuitant, and the contract continues. However, if the annuitant who is also the
owner dies before the maturity date, the death benefit is paid to the
beneficiary. The contingent annuitant does not become the annuitant and is not
entitled to receive any contract benefits. 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. At purchase, you
elect either the Standard Death Benefit, or the Enhanced Death Benefit (also
referred to as the "Annual step-up"). 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.

For both the Standard and Enhanced Death Benefit, we must be notified of the
annuitant's death no later than six months from the date of death in order to
pay the death proceeds as described under "Death Proceeds Before the Maturity
Date." If we are notified more than six months after the death, we will pay
death proceeds equal to the contract value on the death report date, less any
purchase payment credits applied within 12 months of death, less any applicable
premium tax.

DEATH PROCEEDS BEFORE THE MATURITY DATE

STANDARD DEATH BENEFIT: The Company will pay the beneficiary an amount equal to
the greater of (1) and (2) below, each reduced by any applicable premium tax and
withdrawals (and charges) not previously deducted:

1) the contract value, less any purchase payment credits applied within
12 months of the death; or

2) the total purchase payments made under the Contract.

ENHANCED DEATH BENEFIT: The Company will pay the beneficiary a death benefit in
an amount equal to the greatest of (1), (2) or (3) below, each reduced by any
applicable premium tax, withdrawals (and charges) not previously deducted:

1) the contract value, less any purchase payment credits applied within
12 months of the death;

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

3) the "step-up value" 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 less any
purchase payment credits applied within the last 12 months 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

20
<PAGE> 23

the partial surrender, divided by (3) the contract value before the surrender,
less any credits applied within 12 months of the death.

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)59,000

Your new step-up value would be 50,000-9,000, or $41,000.

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)516,500

Your new step-up value would be 50,000-16,500, or $33,500.

PAYMENT OF PROCEEDS

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

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

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

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

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

DEATH OF CONTRACT OWNER WHO IS NOT THE ANNUITANT (NONQUALIFIED CONTRACTS ONLY).
The Company will pay the proceeds to any surviving joint owner, or if none, to
the beneficiary(ies), or if none, to the contract owner's estate. If the
surviving joint owner (or if none, the beneficiary) is the Contract Owner's
spouse, he or she may elect to continue the contract as the new contract owner
rather than receiving the distribution.

ENTITY AS OWNER. In the case of a nonqualified Contract owned by a nonnatural
person (e.g. a trust or other entity), the death benefit will be paid only upon
the death of the annuitant.

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 option then in effect.

21
<PAGE> 24

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 options). While the
annuitant is alive, you can change your selection any time up to the maturity
date. Annuity 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.

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 90th birthday 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 90th birthday
or 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 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

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

22
<PAGE> 25

guaranteed payout risks 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 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 contract 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 option selection any
time up to the maturity date. Once annuity payments have begun, no further
elections are allowed.

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

The minimum amount that can be placed under an annuity 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 also 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.

23
<PAGE> 26

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 -- Payments for a Fixed Period. We will make periodic payments for the
period selected.

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

RIGHT TO RETURN

You may return the Contract for a full refund of the contract value (including
charges, less any credits applied) within ten 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 (less
any purchase payment credits) will be refunded in full; during the remainder of
the right to return period, the contract value (including charges, less any
credits applied) will be refunded.

During the right to return period, you receive any gains and we bear any losses
attributable to the purchase payment credits. 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 $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 contract surrender value (minus any credits applied within 12 months
of termination) less any applicable premium tax, and any applicable
administrative charge.

24
<PAGE> 27

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 ACCOUNT
- --------------------------------------------------------------------------------

The Travelers Fund BD IV For Variable Annuities was established on March 27,
1997 and is registered with the SEC as a unit investment trust (separate
account) under the Investment Company Act of 1940, as amended (the "1940 Act").
The Separate Account assets attributable to the Contracts will be invested
exclusively in the shares of the variable funding options.

The Separate Account assets are held for the exclusive benefit of the owners of
this separate account, according to the laws of Connecticut. Income, gains and
losses, whether or not realized, from assets allocated to 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
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. Once we have a year's worth of performance
history, we may advertise the "standardized average annual total returns" of the
funding option, calculated in a manner prescribed by the SEC. Beginning
immediately, we may advertise 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

25
<PAGE> 28

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
administrative charge is converted to a percentage of assets based on the actual
fee collected (or anticipated to be collected, if a new product), divided by the
average net assets for Contracts sold (or anticipated to be sold).

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

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 and the S&P 400 Index, the Lehman
Brothers Long T-Bond Index, the Russell 1000, 2000 and 3000 Indices, the Value
Line Index, and the Morgan Stanley Capital International's EAFE Index).
Advertisements may also include published editorial comments and performance
rankings compiled by independent organizations (including, but not limited to,
Lipper Analytical Services, Inc. and Morningstar, Inc.) and publications that
monitor the performance of the Separate Account and the variable funding
options.

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

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

GENERAL TAXATION OF ANNUITIES

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

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

26
<PAGE> 29

NONQUALIFIED ANNUITY CONTRACTS

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

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

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

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

QUALIFIED ANNUITY CONTRACTS

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

The Code requires that any nonqualified variable annuity contracts based on a
separate account shall not be treated as an annuity for any period if
investments made in the account are not adequately diversified. Final tax
regulations define how separate accounts must be diversified. The Company
monitors the diversification of investments constantly and believes that its
accounts are adequately diversified. The consequence of any failure to diversify
is essentially the loss to the

27
<PAGE> 30

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 contract as necessary to attempt to prevent Contract Owners from
being considered the owner of the assets of the separate account.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

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

THE INSURANCE COMPANY

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

FINANCIAL STATEMENTS

The financial statements for the insurance company are located in the Statement
of Additional Information. The financial statements for the separate account
will be made available through annual reports to shareholders. These reports are
accessible through the SEC's website that appears on the first page of the
prospectus.

28
<PAGE> 31

IMSA

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

YEAR 2000 COMPLIANCE

The Company is highly dependent on computer systems and system applications for
conducting its ongoing business functions. In 1996, Travelers Insurance Company
(TIC) and its subsidiaries, including the Company, began the process of
identifying, assessing and implementing changes to computer programs to address
the Year 2000 issue and developed a comprehensive plan that encompasses TIC and
its insurance subsidiaries, to address the issue. The issue involves the ability
of computer systems that have time sensitive programs to recognize properly the
Year 2000. The inability to do so could result in major failures or
miscalculations that would disrupt the Company's ability to meet its customer
and other obligations on a timely basis.

The Company has achieved compliance with respect to its business critical
systems in accordance with its Year 2000 plan and has completed the process of
certification to validate compliance. An ongoing recertification process will be
put in place for third and fourth quarters 1999 to ensure all business critical
systems and products remain compliant.

The total pre-tax cost associated with the required modifications and
conversions for TIC and its subsidiaries, including the Company, is expected to
be between $25 million and $35 million and is being expensed as incurred in the
period 1996 through 1999. TIC and its subsidiaries, including the Company, has
incurred approximately $28 million to date on these efforts. The Company also
has third party customers, financial institutions, vendors and others with which
it conducts business and has confirmed their plans to address and resolve Year
2000 issues on a timely basis. While it is likely that these efforts by third
party vendors and customers will be successful, it is possible that a series of
failures by third parties could have a material adverse effect on the Company's
results of operations in future periods.

In addition, the Company has developed business resumption contingency plans to
address perceived risks associated with the Year 2000 effort. These plans
address the possibility of internal systems failures and the possibility of
failure of systems or processes outside the Company's control. These business
resumption contingency plans would enable business critical units to function
January 1, 2000 in the event of an unexpected failure. Preparations for the
management of the date change will continue through 1999.

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 and distributor of the
Contracts is CFBDS, Inc., 21 Milk St., Boston, MA. CFBDS, Inc. is not affiliated
with the Company or the Separate Account.

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.

29
<PAGE> 32

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

VOTING RIGHTS

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

LEGAL PROCEEDINGS AND OPINIONS

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

30
<PAGE> 33

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

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.

A-1
<PAGE> 34

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

WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT
(AVAILABLE ONLY IF ENHANCED DEATH BENEFIT IS ELECTED.)

(This waiver is not available if the Annuitant is age 71
or older on the date the Contract is issued.)

If, after the first contract year and before the maturity date, the annuitant
begins confinement in an Eligible Nursing Home, you may make a total or partial
withdrawal, subject to the maximum withdrawal amount described below, without
incurring a Withdrawal Charge. In order for the Withdrawal Charge to be waived,
the withdrawal must be made during continued confinement in an Eligible Nursing
Home after the qualifying period has been satisfied, or within sixty (60) days
after such confinement ends. The qualifying period is confinement in an Eligible
Nursing Home for ninety (90) consecutive days. We will require proof of
confinement in a form satisfactory to us, which may include certification by a
licensed physician that such confinement is medically necessary.

An Eligible Nursing Home is defined as an institution or special nursing unit of
a hospital which:

(a) is Medicare approved as a provider of skilled nursing care services; and

(b) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.

Meets all of the following standards:

(a) is licensed as a nursing care facility by the state in which it is licensed;

(b) is either a freestanding facility or a distinct part of another facility
such as a ward, wing, unit or swing-bed of a hospital or other facility;

(d) provides, as a primary function, nursing care and room and board; and
charges for these services;

(e) provides care under the supervision of a licensed physician, registered
nurse (RN) or licensed practical nurse (LPN);

(f) may provide care by a licensed physical, respiratory, occupational or speech
therapist; and

(g) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.

FILING A CLAIM: You must provide the Company with written notice of a claim
during continued confinement after the 90-day qualifying period, or within sixty
days after such confinement ends.

The maximum withdrawal amount for which we will waive the Withdrawal Charge is
the contract value on the next valuation date following written proof of claim,
less any purchase payments made within a one-year period before confinement in
an Eligible Nursing Home begins, less any purchase payments made on or after the
Annuitant's 71st birthday.

Any withdrawal requested which falls under the scope of this waiver will be paid
as soon as we receive proper written proof of your claim, and will be paid in a
lump sum. You should consult with your personal tax adviser regarding the tax
impact of any withdrawals taken from your contract.

B-1
<PAGE> 35

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

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

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

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

Copies of the Statement of Additional Information dated ________ , 1999 (Form
No. L-21262S) are available without charge. To request a copy, please clip this
coupon on the dotted line above, enter your name and address in the spaces
provided below, and mail to: The Travelers Life and Annuity Company, Annuity
Investor Services, One Tower Square, Hartford, Connecticut 06183.

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

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

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

C-1
<PAGE> 36

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 37

L-21262 , 1999
<PAGE> 38

PART B

Information Required in a Statement of Additional Information

<PAGE> 39

TRAVELERS VINTAGE XTRA

STATEMENT OF ADDITIONAL INFORMATION

dated

_____, 1999

for

THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES

ISSUED BY

THE TRAVELERS LIFE AND ANNUITY COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Variable Annuity Contract
Prospectus dated _______, 1999. A copy of the Prospectus may be obtained by
writing to The Travelers Life and Annuity Company, Annuity Services, One Tower
Square, Hartford, Connecticut 06183-8036, or by calling (800) 842-8573.
<TABLE>
<CAPTION>

TABLE OF CONTENTS

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

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

DISTRIBUTION AND MANAGEMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . 1

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

MIXED AND SHARED FUNDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

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

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

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

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>

<PAGE> 40

THE INSURANCE COMPANY

The Travelers Life and Annuity Company (the "Company") is a stock
insurance company chartered in 1973 in Connecticut and continuously engaged in
the insurance business since that time. The Company is licensed to conduct a
life insurance business in all states (except New Hampshire and New York), and
the District of Columbia and Puerto Rico. 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
Company, which is indirectly owned, through a wholly owned subsidiary, by
Citigroup Inc. Citigroup Inc. consists of businesses that produce a broad range
of financial services, including asset management, banking and consumer finance,
credit and charge cards, insurance, investments, investment banking and trading.
Among its businesses are Citibank, Commercial Credit, Primerica Financial
Services, Salomon Smith Barney, Salomon Smith Barney Asset Management, and
Travelers Property Casualty.

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

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

THE SEPARATE ACCOUNT. The Separate Account 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 the Separate Account are
subject to the provisions of Section 38a-433 of the Connecticut General Statutes
which authorizes the Connecticut Insurance Commissioner to adopt regulations
under it. Section 38a-433 contains no restrictions on the investments of the
Separate Account, and the Commissioner has adopted no regulations under the
Section that affect the Separate Account.

PRINCIPAL UNDERWRITER

CFBDS, Inc. serves as principal underwriter for the Separate Account
and the Contracts. The offering is continuous. CFBDS's principal executive
offices are located at 21 Milk St., Boston, MA 02109.

DISTRIBUTION AND MANAGEMENT AGREEMENT

Under the terms of the Distribution and Management Agreement among the
Separate Account, the Company and the Principal Underwriter, the Company
provides all administrative services and mortality and expense risk guarantees
related to variable annuity contracts sold by the Company in connection with the
Separate Account. The Principal Underwriter performs the sales functions related
to the Contracts. The Company reimburses CFBDS for commissions paid, other sales
expenses and

1
<PAGE> 41

certain overhead expenses connected with sales functions. The Company also pays
all costs (including costs associated with the preparation of sales literature);
all costs of qualifying the Separate Account and the variable annuity contract
with regulatory authorities; the costs of proxy solicitation; and all custodian,
accountant's and legal fees. The Company also provides without cost to the
Separate Account all necessary office space, facilities, and personnel to manage
its affairs.

VALUATION OF ASSETS

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

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

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:
<TABLE>

<S> <C>
(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.
</TABLE>

2
<PAGE> 42

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.) After the
maturity date, withdrawals from the annuity will be permitted only if you have
elected a variable payout option for a fixed period which is not based on any
lifetime. The maximum withdrawal amount will be calculated by computing the
payments at 7% annual interest rate.

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.

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of
historical performance for the Funding Options of the Separate Account. Once we
have a year's worth of performance history, we may advertise the "standardized
average annual total returns" of the Funding Option, calculated in a manner
prescribed by the Securities and Exchange Commission. Beginning immediately, we
may advertise the "nonstandardized total return," 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

3
<PAGE> 43
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 (or anticipated to be collected, if a new
product), divided by the average net assets for contracts sold (or anticipated
to be sold) under the Prospectus to which this Statement of Additional
Information relates. Each quotation assumes a total redemption at the end of
each period.

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 annual contract administrative charge, which, if reflected, would
decrease the level of performance shown.

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

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

Average annual total returns for each of the Funding Options (excluding
Money Market Portfolio) computed according to nonstandardized method for the
period ending December 31, 1998 are set forth in the following table. ACTUAL
RETURNS FOR THE FUNDING OPTIONS OFFERED THROUGH THE SEPARATE ACCOUNT ARE NOT
AVAILABLE, SINCE THE PRODUCT IS NEW AND THEREFORE HAS NO INVESTMENT HISTORY.
However, average annual total returns have been calculated using each funding
option's investment performance since inception.

4
<PAGE> 44

Nonstandardized Performance as of 12/31/98

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT YTD 1 YR 3YR 5YR 10YR 3YR 5YR 10YR
- -------------------------------------------------------------------------------------------------------------------------------
STOCK ACCOUNTS:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 27.26% 27.26% 106.57% - - 27.36% - -
- -------------------------------------------------------------------------------------------------------------------------------
Alliance Premier Growth Portfolio Class B 45.92% 45.92% 133.04% 218.63% - 32.58% 26.08% -
- -------------------------------------------------------------------------------------------------------------------------------
American Funds Global Growth Fund 26.99% 26.99% - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund 33.39% 33.39% 90.42% 146.73% 388.87% 23.95% 19.80% 17.20%
- -------------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income Fund 16.46% 16.46% 68.41% 121.14% 273.34% 18.97% 17.20% 14.08%
- -------------------------------------------------------------------------------------------------------------------------------
Equity Income Portfolio (Fidelity) 10.85% 10.85% - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II 26.81% 26.81% 103.22% 178.86% - 26.66% 22.77% -
- -------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund (R) Portfolio - 28.16% 28.16% 87.51% - - 23.31% - -
Service Class
- -------------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap Investments Fund Class II - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Large Cap Portfolio (Fidelity) 33.69% 33.69% - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 32.44% 32.44% - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
MFS Research Portfolio - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Capital Fund - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Small Cap Growth Fund - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Aggressive Growth Portfolio - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Portfolio 17.47% 17.47% 73.15% 114.69% - 20.08% 16.51% -
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Diversified Strategic Income 4.93% 4.93% 22.76% 34.49% - 7.07% 6.11% -
Portfolio
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney International Equity Portfolio 5.01% 5.01% 23.44% - - 7.27% - -
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth Portfolio - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Value Portfolio 8.30% 8.30% 59.71% - - 16.89% - -
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Mid Cap Portfolio - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Total Return Portfolio 3.50% 3.50% 47.48% 93.28% - 13.83% 14.09% -
- -------------------------------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund Class II 7.48% 7.48% 47.51% 62.41% - 13.84% 10.19% -
- -------------------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
Van Kampen Emerging Growth Portfolio 35.64% 35.64% 85.32% - - 22.83% - -
- -------------------------------------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio 23.38% 23.38% 89.66% - - 23.78% - -
- -------------------------------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney High Income Portfolio -0.95% -0.95% 24.06% - - 7.45% - -
- -------------------------------------------------------------------------------------------------------------------------------
Travelers Managed Income Portfolio 3.61% 3.61% 13.88% - - 4.43% - -
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- -------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Total Return Fund - - - - - - - -
- -------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 10.11% 10.11% 48.57% - - 14.11% - -
- -------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- -------------------------------------------------------------------------------------------------------------------------------
Smith Barney Money Market Portfolio 3.59% 3.59% 11.10% - - 3.57% - -
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
STANDARD DEATH BENEFIT Inception 1997 1996 1995
- ---------------------------------------------------------------------------------------------------
STOCK ACCOUNTS:
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 26.21% 6/20/94 27.23% 27.58% -
- ---------------------------------------------------------------------------------------------------
Alliance Premier Growth Portfolio Class B 23.70% 6/26/92 - - -
- ---------------------------------------------------------------------------------------------------
American Funds Global Growth Fund 20.36% 4/30/97 - - -
- ---------------------------------------------------------------------------------------------------
American Funds Growth Fund 15.82% 2/8/84 28.02% 11.51% 31.09%
- ---------------------------------------------------------------------------------------------------
American Funds Growth-Income Fund 14.17% 2/28/85 23.82% 16.78% 30.83%
- ---------------------------------------------------------------------------------------------------
Equity Income Portfolio (Fidelity) 22.53% 8/30/96 30.48% - -
- ---------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II 19.63% 11/30/91 31.59% 21.78% 35.93%
- ---------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund (R) Portfolio - 27.89% 1/31/95 22.39% 19.55% -
Service Class
- ---------------------------------------------------------------------------------------------------
Franklin Small Cap Investments Fund Class II -8.59% 5/1/98 - - -
- ---------------------------------------------------------------------------------------------------
Large Cap Portfolio (Fidelity) 29.67% 8/30/96 21.74% - -
- ---------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 24.52% 8/30/96 19.45% - -
- ---------------------------------------------------------------------------------------------------
MFS Research Portfolio 4.78% 3/23/98 - - -
- ---------------------------------------------------------------------------------------------------
Salomon Brothers Capital Fund 16.54% 2/17/98 - - -
- ---------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund 9.24% 2/17/98 - - -
- ---------------------------------------------------------------------------------------------------
Salomon Brothers Small Cap Growth Fund - 9/1/99 - - -
- ---------------------------------------------------------------------------------------------------
Smith Barney Aggressive Growth Portfolio - 9/3/99 - - -
- ---------------------------------------------------------------------------------------------------
Smith Barney Appreciation Portfolio 13.42% 10/16/91 24.66% 18.24% 27.05%
- ---------------------------------------------------------------------------------------------------
Smith Barney Diversified Strategic Income 5.89% 10/16/91 6.63% 9.72% 14.45%
Portfolio
- ---------------------------------------------------------------------------------------------------
Smith Barney International Equity Portfolio 5.81% 6/20/94 1.27% 16.07% -
- ---------------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth Portfolio 23.48% 5/1/98 - - -
- ---------------------------------------------------------------------------------------------------
Smith Barney Large Cap Value Portfolio 17.21% 6/20/94 24.87% 18.11% -
- ---------------------------------------------------------------------------------------------------
Smith Barney Mid Cap Portfolio - 9/2/99 - - -
- ---------------------------------------------------------------------------------------------------
Smith Barney Total Return Portfolio 14.43% 12/3/93 15.22% 23.67% -
- ---------------------------------------------------------------------------------------------------
Strategic Stock Portfolio -6.58% 5/1/98 - - -
- ---------------------------------------------------------------------------------------------------
Templeton International Fund Class II 12.51% 5/1/92 12.16% 22.37% -
- ---------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio -11.91% 5/1/98 - - -
- ---------------------------------------------------------------------------------------------------
Van Kampen Emerging Growth Portfolio 24.55% 7/3/95 18.77% 15.03% -
- ---------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio 23.20% 6/21/94 26.82% 21.21% -
- ---------------------------------------------------------------------------------------------------
BOND ACCOUNTS: - - -
- ---------------------------------------------------------------------------------------------------
Smith Barney High Income Portfolio 8.33% 6/22/94 12.27% 11.56% -
- ---------------------------------------------------------------------------------------------------
Travelers Managed Income Portfolio 5.91% 6/28/94 8.20% 1.58% -
- ---------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS: - - -
- ---------------------------------------------------------------------------------------------------
Salomon Brothers Total Return Fund 4.37% 2/17/98 - - -
- ---------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 13.84% 6/20/94 19.51% 12.90% -
- ---------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS: - - -
- ---------------------------------------------------------------------------------------------------
Smith Barney Money Market Portfolio 3.55% 6/20/94 3.63% 3.49% -
- ---------------------------------------------------------------------------------------------------

</TABLE>

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

5
<PAGE> 45

Nonstandardized Performance as of 12/31/98

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
CUMULATIVE RETURNS
- ------------------------------------------------------------------------------------------------------
ENHANCED DEATH BENEFIT YTD 1 YR 3YR 5YR 10YR
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
STOCK ACCOUNTS:
- ------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 27.00% 27.00% 105.33% - -
- ------------------------------------------------------------------------------------------------------
Alliance Premier Growth Portfolio Class B 45.62% 45.62% 131.64% 215.47% -
- ------------------------------------------------------------------------------------------------------
American Funds Global Growth Fund 26.74% 26.74% - - -
- ------------------------------------------------------------------------------------------------------
American Funds Growth Fund 33.13% 33.13% 89.30% 144.30% 379.29%
- ------------------------------------------------------------------------------------------------------
American Funds Growth-Income Fund 16.23% 16.23% 67.41% 118.97% 266.02%
- ------------------------------------------------------------------------------------------------------
Equity Income Portfolio (Fidelity) 10.62% 10.62% - - -
- ------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II 26.56% 26.56% 102.02% 176.11% -
- ------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund (R) Portfolio - 27.91% 27.91% 86.40% - -
Service Class
- ------------------------------------------------------------------------------------------------------
Franklin Small Cap Investments Fund Class II - - - - -
- ------------------------------------------------------------------------------------------------------
Large Cap Portfolio (Fidelity) 33.42% 33.42% - - -
- ------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio 32.18% 32.18% - - -
- ------------------------------------------------------------------------------------------------------
MFS Research Portfolio - - - - -
- ------------------------------------------------------------------------------------------------------
Salomon Brothers Capital Fund - - - - -
- ------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund - - - - -
- ------------------------------------------------------------------------------------------------------
Salomon Brothers Small Cap Growth Fund - - - - -
- ------------------------------------------------------------------------------------------------------
Smith Barney Aggressive Growth Portfolio - - - - -
- ------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Portfolio 17.24% 17.24% 72.13% 112.57% -
- ------------------------------------------------------------------------------------------------------
Smith Barney Diversified Strategic Income 4.72% 4.72% 22.02% 33.15% -
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney International Equity Portfolio 4.80% 4.80% 22.70% - -
- ------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth Portfolio - - - - -
- ------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Value Portfolio 8.08% 8.08% 58.76% - -
- ------------------------------------------------------------------------------------------------------
Smith Barney Mid Cap Portfolio - - - - -
- ------------------------------------------------------------------------------------------------------
Smith Barney Total Return Portfolio 3.30% 3.30% 46.60% 91.36% -
- ------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio - - - - -
- ------------------------------------------------------------------------------------------------------
Templeton International Fund Class II 7.27% 7.27% 46.64% 60.81% -
- ------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio - - - - -
- ------------------------------------------------------------------------------------------------------
Van Kampen Emerging Growth Portfolio 35.37% 35.37% 84.22% - -
- ------------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio 23.14% 23.14% 88.53% - -
- ------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- ------------------------------------------------------------------------------------------------------
Smith Barney High Income Portfolio -1.15% -1.15% 23.31% - -
- ------------------------------------------------------------------------------------------------------
Travelers Managed Income Portfolio 3.40% 3.40% 13.20% - -
- ------------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- ------------------------------------------------------------------------------------------------------
Salomon Brothers Total Return Fund - - - - -
- ------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 9.89% 9.89% 47.68% - -
- ------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- ------------------------------------------------------------------------------------------------------
Smith Barney Money Market Portfolio 3.38% 3.38% 10.43% - -
- ------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS CALENDAR YEAR RETURNS
- ------------------------------------------------------------------------------------------------------------------------------------
ENHANCED DEATH BENEFIT 3YR 5YR 10YR Inception 1998 1997 1996
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
STOCK ACCOUNTS:
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 27.10% - - 25.96% 6/20/94 26.98% 27.32% -
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Premier Growth Portfolio Class B 32.31% 25.83% - 23.45% 6/26/92 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
American Funds Global Growth Fund - - - 20.12% 4/30/97 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund 23.70% 19.56% 16.97% 15.59% 2/8/84 27.77% 11.28% 30.84%
- ------------------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income Fund 18.74% 16.97% 13.85% 13.94% 2/28/85 23.58% 16.55% 30.57%
- ------------------------------------------------------------------------------------------------------------------------------------
Equity Income Portfolio (Fidelity) - - - 22.29% 8/30/96 30.22% - -
- ------------------------------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II 26.41% 22.52% - 19.39% 11/30/91 31.33% 21.54% 35.66%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund (R) Portfolio - 23.07% - - 27.64% 1/31/95 22.15% 19.31% -
Service Class
- ------------------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap Investments Fund Class II - - - -8.71% 5/1/98 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Large Cap Portfolio (Fidelity) - - - 29.41% 8/30/96 21.49% - -
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio - - - 24.27% 8/30/96 19.21% - -
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Research Portfolio - - - 4.62% 3/23/98 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Capital Fund - - - 16.34% 2/17/98 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund - - - 9.05% 2/17/98 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Small Cap Growth Fund - - - - 9/1/99 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney Aggressive Growth Portfolio - - - - 9/3/99 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney Appreciation Portfolio 19.84% 16.28% - 13.19% 10/16/91 24.41% 18.01% 26.80%
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney Diversified Strategic Income 6.86% 5.89% - 5.68% 10/16/91 6.42% 9.50% 14.22%
Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney International Equity Portfolio 7.06% - - 5.60% 6/20/94 1.07% 15.84% -
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth Portfolio - - - 23.31% 5/1/98 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Value Portfolio 16.66% - - 16.98% 6/20/94 24.62% 17.87% -
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney Mid Cap Portfolio - - - - 9/2/99 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney Total Return Portfolio 13.60% 13.86% - 14.20% 12/3/93 14.99% 23.42% -
- ------------------------------------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio - - - -6.71% 5/1/98 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund Class II 13.61% 9.97% - 12.29% 5/1/92 11.94% 22.12% -
- ------------------------------------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap Stock Portfolio - - - -12.03% 5/1/98 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
Van Kampen Emerging Growth Portfolio 22.59% - - 24.30% 7/3/95 18.54% 14.80% -
- ------------------------------------------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio 23.54% - - 22.96% 6/21/94 26.56% 20.97% -
- ------------------------------------------------------------------------------------------------------------------------------------
BOND ACCOUNTS:
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney High Income Portfolio 7.23% - - 8.12% 6/22/94 12.05% 11.34% -
- ------------------------------------------------------------------------------------------------------------------------------------
Travelers Managed Income Portfolio 4.22% - - 5.70% 6/28/94 7.98% 1.38% -
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCED ACCOUNTS:
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Total Return Fund - - - 4.19% 2/17/98 - - -
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 13.88% - - 13.62% 6/20/94 19.27% 12.67% -
- ------------------------------------------------------------------------------------------------------------------------------------
MONEY MARKET ACCOUNTS:
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney Money Market Portfolio 3.36% - - 3.35% 6/20/94 3.42% 3.28% -
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

6
<PAGE> 46

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 complex tax laws and the fact that tax results will vary
according to each individual's factual status, tax advice may be needed by a
person contemplating purchase of an annuity contract and by a contract owner or
beneficiary who may make elections under a contract. For further information,
please consult a qualified tax adviser.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

NONQUALIFIED ANNUITY CONTRACTS

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

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

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

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

7
<PAGE> 47

INDIVIDUAL RETIREMENT ANNUITIES

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

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

SIMPLE Plan IRA Form

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

ROTH IRAS

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

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

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.

8
<PAGE> 48

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 take
after the attainment of the age of 70 1/2 or as otherwise required by
law.

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

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

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

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

9
<PAGE> 49
annuity option) which total $14,700 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 financial statements of THE TRAVELERS LIFE AND ANNUITY COMPANY as
of December 31, 1998 and 1997, and for each of the years in the three-year
period ended December 31, 1998, included herein, and the financial statements of
FUND BD IV as of December 31, 1998 and for the year ended December 31, 1998,
incorporated herein by reference, have been included or incorporated in reliance
upon the reports of KPMG LLP, independent certified public accountants,
appearing elsewhere herein or incorporated herein by reference, and upon the
authority of said firm as experts in accounting and auditing.

10
<PAGE> 50

STATEMENT OF ADDITIONAL INFORMATION
FUND BD IV

TRAVELERS VINTAGE XTRA

Individual Variable Annuity Contract
issued by

THE TRAVELERS LIFE AND ANNUITY COMPANY
One Tower Square
Hartford, Connecticut 06183

L-21261S ______, 1999

11
<PAGE> 51

PART C

Other Information

Item 24. Financial Statements and Exhibits

(a) The financial statements of the Registrant will not be provided since
the Registrant will have no assets as of the effective date of the
Registration Statement.

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

Statements of Income for the years ended December 31, 1998, 1997 and
1996
Balance Sheets as of December 31, 1998 and 1997
Statements of Changes in Retained Earnings and Accumulated Other
Changes in Equity from Non-Owner Sources for the years ended
December 31, 1998, 1997 and 1996
Statements of Cash Flows for the years ended December 31, 1998,
1997 and 1996
Notes to Financial Statements

(b) EXHIBITS

1. Resolution of The Travelers Life and Annuity Company Board of Directors
authorizing the establishment of the Registrant. (Incorporated herein by
reference to Exhibit 1 to the Registration Statement on Form N-4, filed
May 23, 1997.)

2. Not Applicable.

3(a). Distribution and Principal Underwriting Agreement among the Registrant,
The Travelers Life and Annuity Company and CFBDS, Inc. (Incorporated
herein by reference to Exhibit 3(a) to the Registration Statement on
Form N-4, File No. 333-60215 filed November 9, 1998.)

3(b). Selling Agreement. (Incorporated herein by reference to Exhibit 3(b) to
the Registration Statement on Form N-4, File No. 333-60215, filed
November 9, 1998.)

4. Variable Annuity Contract. (Incorporated herein by reference to Exhibit
4 to the Registration Statement on Form N-4, File No. 333-70659, filed
January 15, 1999.)

5. Application.

6(a). Charter of The Travelers Life and Annuity Company, as amended on April
10, 1990. (Incorporated herein by reference to Exhibit 6(a) to
Registration Statement on Form N-4, File No. 333-40191, filed November
13, 1998.)

6(b). By-Laws of The Travelers Life and Annuity Company, as amended on October
20, 1994. (Incorporated herein by reference to Exhibit 6(b) to the
Registration Statement on Form N-4, File No. 333-40191, filed November
13, 1998.)

9. Opinion of Counsel as to the legality of securities being registered.
(Incorporated herein by reference to Exhibit 9 to the Registration
Statement on Form N-4, File No. 333-70659, filed January 15, 1999.)

10. Consent of KPMG LLP, Independent Certified Public Accountants.

13. Computation of Total Return Calculations - Standardized and
Non-Standardized.
<PAGE> 52

15(a). Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah as
signatory for Michael A. Carpenter, Jay S. Benet, George C. Kokulis,
Robert I. Lipp, Ian R. Stuart, Katherine M. Sullivan and Marc P. Weill.
(Incorporated herein by reference to Exhibit 15(a) to the Registration
Statement on Form N-4, filed May 23, 1997.)

15(b). Power of Attorney authorizing Ernest J. Wright or Kathleen A. McGah as
signatory for J. Eric Daniels and Jay S. Benet. (Incorporated herein by
reference to Exhibit 15(b) to the Registration Statement on Form N-4,
File No. 333-70659, filed January 15, 1999.)

Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Insurance Company
- ---------------- ----------------------
<S> <C>
Michael A. Carpenter* Director, Chairman of the Board
J. Eric Daniels** Director, President and Chief Executive Officer
Jay S. Benet** Director and Senior Vice President
Chief Financial Officer, Chief Accounting Officer
and Controller
George C. Kokulis** Director and Executive Vice President
Robert I. Lipp** Director
Katherine M. Sullivan** Director and Senior Vice President
Marc P. Weill* Director and Senior Vice President
Stuart Baritz*** Senior Vice President
Elizabeth C. Georgakopoulos** Senior Vice President
Barry Jacobson** Senior Vice President
Russell H. Johnson** Senior Vice President
Marla Berman Lewitus** Senior Vice President and General Counsel
Warren H. May** Senior Vice President
Christine M. Modie** Senior Vice President
Kathleen Preston** Senior Vice President
Mary Jean Thornton** Senior Vice President
David A. Tyson** Senior Vice President
F. Denney Voss* Senior Vice President
Virginia M. Meany** Vice President
Ernest J. Wright** Vice President and Secretary
Kathleen A. McGah** Assistant Secretary and Deputy General Counsel
Donald R. Munson, Jr.** Second Vice President
Anthony Cocolla** Second Vice President
Scott R. Hansen** Second Vice President

Principal Business Address:
* Citigroup Inc. ** The Travelers Life and Annuity Company
388 Greenwich Street One Tower Square
New York, NY 10013 Hartford, CT 06183

*** Travelers Portfolio Group
1345 Avenue of the Americas
New York, NY 10105
</TABLE>

<PAGE> 53

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. 333-27689,
filed April 16, 1999.

Item 27. Number of Contract Owners

Not Applicable.

Item 28. Indemnification

Sections 33-770 to 33-778, 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.

<PAGE> 54

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
CitiFundsSM International Growth & Income Portfolio, CitiFundsSM International
Growth Portfolio, CitiFundsSM U.S. Treasury Reserves, CitiFundsSM Cash Reserves,
CitiFundsSM Premium U.S. Treasury Reserves, CitiFundsSM Premium Liquid Reserves,
CitiFundsSM Institutional U.S. Treasury Reserves, CitiFundsSM Institutional
Liquid Reserves, CitiFundsSM Institutional Cash Reserves, CitiFundsSM Tax Free
Reserves, CitiFundsSM Institutional Tax Free Reserves, CitiFundsSM California
Tax Free Reserves, CitiFundsSM Connecticut Tax Free Reserves, CitiFundsSM New
York Tax Free Reserves, CitiFundsSM New York Tax Free Income Portfolio,
CitiFundsSM National Tax Free Income Portfolio, CitiFundsSM California Tax Free
Income Portfolio, CitiFundsSM Intermediate Income Portfolio, CitiFundsSM
Balanced Portfolio, CitiFundsSM Small Cap Value Portfolio, CitiFundsSM Growth &
Income Portfolio, CitiFundsSM Large Cap Growth Portfolio, CitiFundsSM Small Cap
Growth Portfolio, CitiSelect VIP Folio 200, CitiSelect VIP Folio 300, CitiSelect
VIP Folio 400, CitiSelect VIP Folio 500, CitiFundsSM Small Cap Growth VIP
Portfolio, CitiSelect Folio 200, CitiSelect Folio 300, CitiSelect Folio 400, and
CitiSelect 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, 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. 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 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 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, 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, Smith Barney
Adjustable Rate Government Income Fund, Smith Barney Aggressive Growth Fund
Inc., Smith Barney Appreciation Fund, Smith

<PAGE> 55

Barney Arizona Municipals Fund Inc., Smith Barney California Municipals Fund
Inc., 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, Smith Barney Large Cap
Blend Fund, Smith Barney Fundamental Value Fund Inc., Large Cap Value Fund,
Short-Term High Grade Bond Fund, U.S. Government Securities Fund, Smith Barney
Balanced Fund, Smith Barney Convertible Fund, Smith Barney 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, Cash Portfolio, Government Portfolio,
Municipal Portfolio, Concert Peachtree Growth 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, 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, 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, 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, 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> 56

Item 30. Location of Accounts and Records

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

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

The undersigned Registrant hereby undertakes:

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

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

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

The Company hereby represents:

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

<PAGE> 57

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this registration statement to be signed on
its behalf in the City of Hartford, State of Connecticut, on September 2nd,
1999.

THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES
(Registrant)

THE TRAVELERS LIFE AND ANNUITY COMPANY
(Depositor)

By: *JAY S. BENET
---------------------------
Jay S. Benet
Senior Vice President, Chief Financial Officer,
Chief Accounting Office and Controller

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
indicated on September 2nd, 1999.

*MICHAEL A. CARPENTER Director, Chairman of the Board
- --------------------------
(Michael A. Carpenter)

*J. ERIC DANIELS Director, President and Chief Executive Officer
- --------------------------
(J. Eric Daniels)

*JAY S. BENET Director, Senior Vice President, Chief
- -------------------------- Financial Officer, Chief Accounting Officer
(Jay S. Benet) and Controller

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

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

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

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

*By: /s/Ernest J. Wright, Attorney-in-Fact

<PAGE> 58

EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ---------- ----------- ----------------
<S> <C> <C>
5 Application. Electronically

10(a) Consent of KPMG LLP, Independent Certified Electronically
Public Accountants.

13 Schedule for Computation of Total Return Calculations - Electronically
Standardized and Non-Standardized.
</TABLE>

<PAGE> 1
TRAVELERS VINTAGE XTRA
[TRAVELER LIFE & ANNUITY LOGO] DATA COLLECTION FORM

The Travelers Insurance Company and its Affiliates
One Tower Square, Hartford, CT [ 06183-9061]

<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
ISSUING COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
THE TRAVELERS INSURANCE COMPANY ([BA, BVI, GU, NH, VI])
THE TRAVELERS LIFE AND ANNUITY COMPANY (All other jurisdictions)
- ------------------------------------------------------------------------------------------------------------------------------------
OWNER The Owner will be used for all correspondence and tax reporting.)
- ------------------------------------------------------------------------------------------------------------------------------------
Name Date of Birth (DOB):
- ------------------------------------------------------------------------------------------------------------------------------------
Address
- ------------------------------------------------------------------------------------------------------------------------------------
SS# Sex [] M [] F U.S. Citizen [] Y [] N
- ------------------------------------------------------------------------------------------------------------------------------------
[] Succeeding Owner [] Joint Owner (Nonqualified only) Name:
- ------------------------------------------------------------------------------------------------------------------------------------
Relationship to Owner: SS# DOB
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
ANNUITANT (IF DIFFERENT FROM OWNER) (If no Annuitant is specified, the Owner stated above will be the Annuitant.)
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Name
- ------------------------------------------------------------------------------------------------------------------------------------
SS# Sex [] M [] F DOB:
- ------------------------------------------------------------------------------------------------------------------------------------
[] Contingent Annuitant (Nonqualified only) Name:
- ------------------------------------------------------------------------------------------------------------------------------------
SS# Sex [] M [] F DOB:
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C> <C> <C> <C>
BENEFICIARY INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
PRIMARY CONTINGENT FULL NAME RELATIONSHIP TO OWNER % TO RECEIVE
- ------------------------------------------------------------------------------------------------------------------------------------
[]
- ------------------------------------------------------------------------------------------------------------------------------------
[] []
- ------------------------------------------------------------------------------------------------------------------------------------
[] []
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C> <C>
TYPE OF PLAN PURCHASE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
[] Nonqualified [] IRA Rollover/Transfer
[] 403(b) TSA Rollover/Transfer [] Roth IRA Rollover/Transfer
[] Other: ______________________ [] Roth IRA Conversion $ _______________
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<S> <C>
REPLACEMENT INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
Will the contract applied for replace any existing annuity contract or life insurance policy? [] Y [] N
If yes, please specify company name & contract #:
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

ACKNOWLEDGMENT
- --------------------------------------------------------------------------------

I understand the contract will take effect when the first purchase payment is
received and the application is approved in the Travelers Home Office. I
UNDERSTAND THAT ANNUITY PAYMENTS AND OTHER VALUES PROVIDED BY THE CONTRACT
APPLIED FOR, WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT. No agent is
authorized to make changes to the contract or application. I ACKNOWLEDGE RECEIPT
OF A CURRENT PROSPECTUS.

In Nonqualified situations, where the Owner is a trust, I/we hereby certify the
trust is solely for the benefit of a natural person and not a Deferred
Compensation Plan.

For Nonqualified contracts, if the Owner dies and is survived by the Annuitant
before payments begin under an Annuity Option, any surviving Joint or Succeeding
Owner assumes full ownership of the contract and not the beneficiary named by
Written Request.

NOTE: Any person who knowingly and with intent to injure, defraud, or deceive
any insurer, or who files a statement of claim or an application containing any
false, incomplete or misleading information, is guilty of a felony of the third
degree.
- --------------------------------------------------------------------------------

Owner's Signature Date:

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

Joint Owner's Signature Date:

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

City, State where signed:

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

L-22244 PLEASE COMPLETE BOTH SIDES OF THIS FORM

<PAGE> 2

<TABLE>
<S> <C><C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
DEATH BENEFIT
- ------------------------------------------------------------------------------------------------------------------------------------
[] Standard (default option if no election is noted) [] Enhanced
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT OPTIONS
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio % Smith Barney Aggressive Growth Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Premier Growth Portfolio Class B % Smith Barney Appreciation Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
American Funds Global Growth Fund % Smith Barney Diversified Strategic Income Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund % Smith Barney High Income Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income Fund % Smith Barney International Equity Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
Equity Income Portfolio (Fidelity) % Smith Barney Large Cap Growth Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II % Smith Barney Large Cap Value Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund (R) Portfolio - Service Class % Smith Barney Mid Cap Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap Investments Fund Class 2 % Smith Barney Money Market Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
Large Cap Portfolio (Fidelity) % Smith Barney Total Return Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio % Strategic Stock Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Research Portfolio % Templeton International Fund Class 2 %
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio % Travelers Disciplined Small Cap Stock Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Capital Fund % Travelers Managed Income Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund % Van Kampen Emerging Growth Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Small Cap Growth Fund % Van Kampen Enterprise Portfolio %
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Total Return Fund % Other %
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Travelers Fixed Account %
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL:
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

TRAVELERS FIXED ACCOUNT RATE LOCK
- --------------------------------------------------------------------------------
[] No - I do choose to lock in the current Fixed Account rate. I understand
that the rate in effect when Travelers receive the purchase payment.
(default option)

[] Yes - I want to lock in at the current Fixed Account rate in effect on the
date I signed this application. I have been informed of this rate and
am aware of the Rate Lock guarantee period. (Guaranteed Rate held for
45 days.)
- --------------------------------------------------------------------------------
I acknowledge that all data representations and signatures were recorded by me
or in my presence in response to my inquiry and request and that all such
representations and signatures are accurate and valid to the best of my
knowledge and belief. Will the contract applied for replace any existing annuity
contract or life insurance policy? [] Y [] N
- --------------------------------------------------------------------------------

Licensed Agent's Signature Date

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

Print Name SS# License #

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

Agent Phone #: Agent Fax #:

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

REMARKS:

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

L-22244 PLEASE COMPLETE BOTH SIDES OF THIS FORM

<PAGE> 1
Exhibit 10(a)

Consent of Independent Certified Public Accountants

Board of Directors
The Travelers Life and Annuity Company:

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

Hartford, Connecticut
August 31, 1999

<PAGE> 1
EXHIBIT 13

THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES

SCHEDULE FOR COMPUTATION OF TOTAL RETURN CALCULATIONS

The standardized and nonstandardized average annual total returns are computed
according to the formula described below. A hypothetical initial investment of
$1,000 is applied to the Funding Option, and then related to ending redeemable
values as of the most recent fiscal year end, for the calendar year-to-date
(nonstandardized only), and over a 1-year, 3-year (nonstandardized only),
5-year, and 10-year period, or since inception if a Funding Option has not been
in existence for one of the prescribed periods.

<TABLE>
<CAPTION>
1/n
T = (ERV/P) -1 where:

<S> <C> <C>
T = average annual total return
P = a hypothetical initial payment of $1,000
n = the applicable year (1, 3, 5, 10) or portion thereof
ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of each of the periods
</TABLE>

Both the standardized and nonstandardized performance returns reflect the
deduction for the management fees and other expenses for a Funding Option, the
mortality and expense risk charge(s) and the administrative expense charge.

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

Standardized Method

The standardized returns take into consideration all fees and/or charges
applicable to the Funding Option or contract, for both the standard death
benefit and the enhanced death benefit. Standardized performance figures will
only be available after the product offered through the Separate Account has
begun operating.

Under the standardized method, the annual contract administrative charge is
reflected in the calculation and is assumed to be deducted at the end of August
each year. It is expressed as a percentage of assets based on the actual fees
collected (or, anticipated, if a new product) divided by the average net assets
(or, anticipated average net assets, if a new product) for contracts sold under
the prospectus for each year for which performance is shown.

Nonstandardized Method

Nonstandardized returns do not reflect the deduction of the annual
administrative charge, which, if reflected, would decrease the level of
performance shown.

For a Schedule of the Computation of the Historical Total Return Quotations, see
attached.

<PAGE> 2

1.60% M&E

<TABLE>
<CAPTION>
Fund Inception Pricing
Fund Name Code Date Track 12/31/98 12/31/97 12/31/96
<S> <C> <C> <C> <C> <C> <C>
Smith Barney Money Market Portfolio KM 6/20/94 pr2 1.16092 1.122949 1.08577
Alliance Growth Portfolio KA 6/20/94 pr2 2.84724 2.241862 1.765515
Smith Barney Total Return Portfolio KR 12/3/93 pr2 1.963306 1.900667 1.652905
Salomon Brothers Total Return Fund AE 2/17/98 pr2 1.041888 #N/A #N/A
MFS Research Portfolio DR 3/23/98 pr2 1.046224 #N/A #N/A
MFS Total Return Portfolio KT 6/20/94 pr2 1.783939 1.623313 1.361079
Smith Barney High Income Portfolio KH 6/22/94 pr2 1.423966 1.440572 1.285679
Smith Barney International Equity Portfolio KI 6/20/94 pr2 1.280226 1.22157 1.208639
Smith Barney Large Cap Value Portfolio HJ 6/20/94 pr2 2.035914 1.883706 1.511555
Van Kampen Enterprise Portfolio KE 6/21/94 pr2 2.550901 2.071572 1.636789
Travelers Managed Income Portfolio KF 6/28/94 pr2 1.284128 1.241856 1.15003
Strategic Stock Portfolio AC 5/1/98 pr2 0.932932 #N/A #N/A
Smith Barney Large Cap Growth Portfolio AB 5/1/98 pr2 1.233137 #N/A #N/A
Smith Barney Appreciation Portfolio WL 10/16/91 pr2 2.445046 2.085539 1.676337
Smith Barney Diversified Strategic Income Port. 1O 10/16/91 pr2 1.48923 1.42216 1.336358
Salomon Brothers Capital Fund C3 2/17/98 pr2 1.163366 #N/A #N/A
Salomon Brothers Investors Fund C2 2/17/98 pr2 1.090489 #N/A #N/A
Equity Income Portfolio 1F 8/30/96 pr2 1.600317 1.446616 1.110882
Travelers Disciplined Small Cap Stock Portfolio AN 5/1/98 pr2 0.879727 #N/A #N/A
Van Kampen Emerging Growth 1W 7/3/95 pr2 2.140748 1.581435 1.334098
Large Cap Portfolio 1G 8/30/96 pr2 1.82662 1.369091 1.126888
MFS Emerging Growth Portfolio KB 8/30/96 pr2 1.661744 1.257194 1.054628
Franklin Small Cap Investments Fund Class II UW 5/1/98 pr2 0.912892 #N/A #N/A
Templeton International Fund Class II VG 5/1/92 pr2 2.166274 2.019526 1.804097
Smith Barney Equity Index Portfolio Class II GF 11/30/91 pr2 3.513347 2.77605 2.113765
American Funds Growth-Income II 2/28/85 pr2 6.092162 5.241358 4.241424
Alliance Premier Growth Portfolio PF 6/26/92 pr2 3.947723 2.710903 #N/A
VIP II Contrafund - SC FC 1/31/95 pr2 2.60165 2.033995 1.665223
Salomon Brothers Small Cap Growth Fund SS 9/1/99 pr2 #N/A #N/A #N/A
Smith Barney Mid Cap Portfolio SM 9/2/99 pr2 #N/A #N/A #N/A
Smith Barney Aggressive Growth Portfolio SG 9/3/99 pr2 #N/A #N/A #N/A
American Funds Growth IG 2/8/84 pr2 8.664295 6.508098 5.09351
American Funds Global Growth IL 4/30/97 pr2 1.358502 1.071892 #N/A
</TABLE>

<TABLE>
<CAPTION>
Fund Name 12/31/95 12/31/94 12/31/93 12/31/88 Inception
<S> <C> <C> <C> <C> <C>
Smith Barney Money Market Portfolio 1.051267 #N/A #N/A #N/A 1
Alliance Growth Portfolio 1.38668 #N/A #N/A #N/A 1
Smith Barney Total Return Portfolio 1.339245 #N/A 1.025965 #N/A 1
Salomon Brothers Total Return Fund #N/A #N/A #N/A #N/A 1
MFS Research Portfolio #N/A #N/A #N/A #N/A 1
MFS Total Return Portfolio 1.207982 #N/A #N/A #N/A 1
Smith Barney High Income Portfolio 1.154769 #N/A #N/A #N/A 1
Smith Barney International Equity Portfolio 1.043397 #N/A #N/A #N/A 1
Smith Barney Large Cap Value Portfolio 1.282418 #N/A #N/A #N/A 1
Van Kampen Enterprise Portfolio 1.353073 #N/A #N/A #N/A 1
Travelers Managed Income Portfolio 1.134426 #N/A #N/A #N/A 1
Strategic Stock Portfolio #N/A #N/A #N/A #N/A 1
Smith Barney Large Cap Growth Portfolio #N/A #N/A #N/A #N/A 1
Smith Barney Appreciation Portfolio 1.420505 1.120228 1.150205 #N/A 1
Smith Barney Diversified Strategic Income Port. 1.220453 1.068504 1.118443 #N/A 1
Salomon Brothers Capital Fund #N/A #N/A #N/A #N/A 1
Salomon Brothers Investors Fund #N/A #N/A #N/A #N/A 1
Equity Income Portfolio #N/A #N/A #N/A #N/A 1
Travelers Disciplined Small Cap Stock Portfolio #N/A #N/A #N/A #N/A 1
Van Kampen Emerging Growth 1.162065 #N/A #N/A #N/A 1
Large Cap Portfolio #N/A #N/A #N/A #N/A 1
MFS Emerging Growth Portfolio #N/A #N/A #N/A #N/A 1
Franklin Small Cap Investments Fund Class II #N/A #N/A #N/A #N/A 1
Templeton International Fund Class II 1.47728 #N/A 1.347101 #N/A 1
Smith Barney Equity Index Portfolio Class II 1.73915 1.281961 1.272431 #N/A 1
American Funds Growth-Income 3.639034 2.787038 2.782237 166.44% 1
Alliance Premier Growth Portfolio 1.704232 #N/A 1.251374 #N/A 1
VIP II Contrafund - SC 1.39574 #N/A #N/A #N/A 1
Salomon Brothers Small Cap Growth Fund #N/A #N/A #N/A #N/A 1
Smith Barney Mid Cap Portfolio #N/A #N/A #N/A #N/A 1
Smith Barney Aggressive Growth Portfolio #N/A #N/A #N/A #N/A 1
American Funds Growth 4.577034 3.498242 3.546549 180.77% 1
American Funds Global Growth #N/A #N/A #N/A #N/A 1
</TABLE>

<PAGE> 3

1.40% M&E

<TABLE>
<CAPTION>
Fund Inception Pricing
Fund Name Code Date Track 12/31/98 12/31/97 12/31/96
<S> <C> <C> <C> <C> <C> <C>
Smith Barney Money Market Portfolio KM 6/20/94 pr1 1.171493 1.130913 1.091287
Alliance Growth Portfolio KA 6/20/94 pr1 2.87316 2.257755 1.774482
Smith Barney Total Return Portfolio KR 12/3/93 pr1 1.983318 1.916204 1.66309
Salomon Brothers Total Return Fund AE 2/17/98 pr1 1.043693 #N/A #N/A
MFS Research Portfolio DR 3/23/98 pr1 1.047846 #N/A #N/A
MFS Total Return Portfolio KT 6/20/94 pr1 1.800181 1.634822 1.367993
Smith Barney High Income Portfolio KH 6/22/94 pr1 1.436918 1.45077 1.292195
Smith Barney International Equity Portfolio KI 6/20/94 pr1 1.291888 1.230236 1.21478
Smith Barney Large Cap Value Portfolio HJ 6/20/94 pr1 2.054448 1.897059 1.519232
Van Kampen Enterprise Portfolio KE 6/21/94 pr1 2.57411 2.086246 1.645093
Travelers Managed Income Portfolio KF 6/28/94 pr1 1.295766 1.250608 1.155822
Strategic Stock Portfolio AC 5/1/98 pr1 0.93418 #N/A #N/A
Smith Barney Large Cap Growth Portfolio AB 5/1/98 pr1 1.234784 #N/A #N/A
Smith Barney Appreciation Portfolio WL 10/16/91 pr1 2.480314 2.111398 1.693765
Smith Barney Diversified Strategic Income Port. 1O 10/16/91 pr1 1.510794 1.439871 1.3503
Salomon Brothers Capital Fund C3 2/17/98 pr1 1.165376 #N/A #N/A
Salomon Brothers Investors Fund C2 2/17/98 pr1 1.092374 #N/A #N/A
Equity Income Portfolio 1F 8/30/96 pr1 1.607783 1.450462 1.111613
Travelers Disciplined Small Cap Stock Portfolio AN 5/1/98 pr1 0.880905 #N/A #N/A
Van Kampen Emerging Growth 1W 7/3/95 pr1 2.155595 1.589249 1.338047
Large Cap Portfolio 1G 8/30/96 pr1 1.835136 1.372729 1.127627
MFS Emerging Growth Portfolio KB 8/30/96 pr1 1.669517 1.260553 1.055334
Franklin Small Cap Investments Fund Class II UW 5/1/98 pr1 0.914137 #N/A #N/A
Templeton International Fund Class II VG 5/1/92 pr1 2.195081 2.042332 1.820859
Smith Barney Equity Index Portfolio Class II GF 11/30/91 pr1 3.562962 2.809634 2.135135
American Funds Growth-Income II 2/28/85 pr1 6.261597 5.37646 4.342195
Alliance Premier Growth Portfolio PF 6/26/92 pr1 3.999175 2.740754 #N/A
VIP II Contrafund - SC FC 1/31/95 pr1 2.621731 2.045664 1.671489
Salomon Brothers Small Cap Growth Fund SS 9/1/99 pr1 #N/A #N/A #N/A
Smith Barney Mid Cap Portfolio SM 9/2/99 pr1 #N/A #N/A #N/A
Smith Barney Aggressive Growth Portfolio SG 9/3/99 pr1 #N/A #N/A #N/A
American Funds Growth IG 2/8/84 pr1 8.923848 6.689891 5.225516
American Funds Global Growth IL 4/30/97 pr1 1.362995 1.073323 #N/A
</TABLE>

<TABLE>
<CAPTION>
Fund Name 12/31/95 12/31/94 12/31/93 12/31/88 Inception
<S> <C> <C> <C> <C> <C>
Smith Barney Money Market Portfolio 1.05448 #N/A #N/A #N/A 1
Alliance Growth Portfolio 1.390916 #N/A #N/A #N/A 1
Smith Barney Total Return Portfolio 1.344785 #N/A 1.026118 #N/A 1
Salomon Brothers Total Return Fund #N/A #N/A #N/A #N/A 1
MFS Research Portfolio #N/A #N/A #N/A #N/A 1
MFS Total Return Portfolio 1.211673 #N/A #N/A #N/A 1
Smith Barney High Income Portfolio 1.158285 #N/A #N/A #N/A 1
Smith Barney International Equity Portfolio 1.046587 #N/A #N/A #N/A 1
Smith Barney Large Cap Value Portfolio 1.286335 #N/A #N/A #N/A 1
Van Kampen Enterprise Portfolio 1.357199 #N/A #N/A #N/A 1
Travelers Managed Income Portfolio 1.137842 #N/A #N/A #N/A 1
Strategic Stock Portfolio #N/A #N/A #N/A #N/A 1
Smith Barney Large Cap Growth Portfolio #N/A #N/A #N/A #N/A 1
Smith Barney Appreciation Portfolio 1.432436 1.127423 1.155276 #N/A 1
Smith Barney Diversified Strategic Income Port. 1.230734 1.075375 1.123378 #N/A 1
Salomon Brothers Capital Fund #N/A #N/A #N/A #N/A 1
Salomon Brothers Investors Fund #N/A #N/A #N/A #N/A 1
Equity Income Portfolio #N/A #N/A #N/A #N/A 1
Travelers Disciplined Small Cap Stock Portfolio #N/A #N/A #N/A #N/A 1
Van Kampen Emerging Growth 1.163179 #N/A #N/A #N/A 1
Large Cap Portfolio #N/A #N/A #N/A #N/A 1
MFS Emerging Growth Portfolio #N/A #N/A #N/A #N/A 1
Franklin Small Cap Investments Fund Class II #N/A #N/A #N/A #N/A 1
Templeton International Fund Class II 1.48805 #N/A 1.351539 #N/A 1
Smith Barney Equity Index Portfolio Class II 1.753267 1.289849 1.277705 #N/A 1
American Funds Growth-Income 3.718126 2.842044 2.831481 167.72% 1
Alliance Premier Growth Portfolio 1.716114 #N/A 1.255128 #N/A 1
VIP II Contrafund - SC 1.398208 #N/A #N/A #N/A 1
Salomon Brothers Small Cap Growth Fund #N/A #N/A #N/A #N/A 1
Smith Barney Mid Cap Portfolio #N/A #N/A #N/A #N/A 1
Smith Barney Aggressive Growth Portfolio #N/A #N/A #N/A #N/A 1
American Funds Growth 4.686328 3.574774 3.616885 182.54% 1
American Funds Global Growth #N/A #N/A #N/A #N/A 1
</TABLE>