TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES, 497, 2000-05-05

TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES
497, 2000-05-05

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<PAGE> 1

TRAVELERS VINTAGE XTRA ANNUITY PROSPECTUS:

THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES
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 Insurance
Company or The Travelers Life and Annuity Company, depending on the state in
which you purchased your Contract. The Contract is available in connection with
certain retirement plans that qualify for special federal income tax treatment
("qualified Contracts") as well as those that do not qualify for such treatment
("nonqualified Contracts"). We may issue it as an individual Contract or as a
group Contract. In states where only group Contracts are available, you will be
issued a certificate summarizing the provisions of the group Contract. For
convenience, we refer to Contracts and certificates as "Contracts."

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

ALLIANCE VARIABLE PRODUCT SERIES FUND, INC.
Premier Growth Portfolio Class B
AMERICAN VARIABLE INSURANCE SERIES
Global Growth Fund -- Class 2
Growth Fund -- Class 2
Growth-Income Fund -- Class 2
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS TRUST(1)
Franklin Small Cap Fund -- Class 2(2)
Templeton International Securities Fund --
Class 2(3)
GREENWICH STREET SERIES SECURITIES FUND
Appreciation Portfolio
Diversified Strategic Income Portfolio
Equity Index Portfolio Class II Shares
Total Return Portfolio
JANUS ASPEN SERIES
Aggressive Growth Portfolio -- Service Shares
SALOMON BROTHERS VARIABLE SERIES FUND, INC.
Capital Fund
Investors Fund
Small Cap Growth Fund
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 Cap Value Portfolio
Smith Barney Large Capitalization Growth 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 (FIDELITY)
Contrafund(R) Portfolio -- Service Class

- ---------------
(1) Formerly Templeton Variable Products Series.
(2) Formerly offered as Franklin Small Cap Investments Fund -- Class 2.
(3) Formerly offered as Templeton International Fund -- Class 2.

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

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about the Travelers Fund
BD III for Variable Annuities or the Travelers Fund BD IV for Variable Annuities
("Separate Account") by requesting a copy of the Statement of Additional
Information ("SAI") dated May 1, 2000. The SAI has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by reference into
this prospectus. To request a copy, write to The Travelers Insurance Company,
Annuity Investor Services, One Tower Square, Hartford, Connecticut 06183, call
1-800-842-8573 or access the SEC's website (http://www.sec.gov). See Appendix E
for the SAI's table of contents.

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

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OF ANY BANK, AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.
PROSPECTUS DATED MAY 1, 2000

<PAGE> 2

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.................... 16
Free Withdrawal Allowance............ 16
Administrative Charges............... 16
Mortality and Expense Risk Charge.... 17
Funding Option Expenses.............. 17
Premium Tax.......................... 17
Changes in Taxes Based Upon Premium
or Value........................... 17
TRANSFERS............................ 17
Dollar Cost Averaging................ 18
ACCESS TO YOUR MONEY................. 19
Systematic Withdrawals............... 19
OWNERSHIP PROVISIONS................. 19
Types of Ownership................... 19
Contract Owner..................... 19
Beneficiary........................ 20
Annuitant.......................... 20
DEATH BENEFIT........................ 20
Death Proceeds Before the Maturity
Date............................... 20
Payment of Proceeds.................. 21
Death Proceeds After the Maturity
Date............................... 23
THE ANNUITY PERIOD................... 23
Maturity Date........................ 23
Allocation of Annuity................ 24
Variable Annuity..................... 24
Fixed Annuity........................ 25
PAYMENT OPTIONS...................... 25
Election of Options.................. 25
Annuity Options...................... 25
MISCELLANEOUS CONTRACT PROVISIONS.... 26
Right to Return...................... 26
Termination.......................... 26
Required Reports..................... 26
Suspension of Payments............... 27
Transfers of Contract Values to Other
Annuities.......................... 27
THE SEPARATE ACCOUNTS................ 27
Performance Information.............. 27
FEDERAL TAX CONSIDERATIONS........... 28
General Taxation Of Annuities........ 28
Types of Contracts: Qualified or
Nonqualified....................... 28
Nonqualified Annuity Contracts....... 29
Qualified Annuity Contracts.......... 29
Penalty Tax for Premature
Distributions...................... 29
Diversification Requirements for
Variable Annuities................. 30
Ownership of the Investments......... 30
Mandatory Distributions for Qualified
Plans.............................. 30
Taxation of Death Benefit Proceeds... 30
OTHER INFORMATION.................... 31
The Insurance Companies.............. 31
Financial Statements................. 31
IMSA................................. 31
Distribution of Variable Annuity
Contracts.......................... 31
Conformity with State and Federal
Laws............................... 31
Voting Rights........................ 32
Legal Proceedings and Opinions....... 32
APPENDIX A: Condensed Financial
Information for The Travelers
Insurance Company: Separate Account
BD III............................. A-1
APPENDIX B: Condensed Financial
Information for The Travelers Life
and Annuity Company: Separate
Account BD IV...................... B-1
APPENDIX C: The Fixed Account........ C-1
APPENDIX D: Waiver of Withdrawal
Charge for Nursing Home
Confinement........................ D-1
APPENDIX E: Contents of the Statement
of Additional Information.......... E-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............................. 20
Annuity Payments...................... 11
Annuity Unit.......................... 12
Cash Surrender Value.................. 19
Contingent Annuitant.................. 20
Contract Date......................... 11
Contract Owner (You, Your)............ 19
Contract Value........................ 11
Contract Year......................... 11
Death Report Date..................... 20
Fixed Account......................... C-1
Funding Option(s)..................... 12
Joint Owner........................... 20
Maturity Date......................... 11
Purchase Payment...................... 11
Purchase Payment Credit............... 11
Underlying Fund....................... 12
Written Request....................... 11
</TABLE>

2
<PAGE> 3

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.

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

<TABLE>
<S> <C>
Bahamas New Hampshire
British Virgin Islands Oregon(1)
Guam U.S. Virgin Islands
</TABLE>

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

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

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The
Contract offered by the Company is intended for retirement savings or other
long-term investment purposes. The Contract provides a death benefit as well as
guaranteed payout options. You direct your payment(s) to one or more of the
variable funding options and/or to the Fixed Account. We guarantee money
directed to the Fixed Account as to principal and interest. The variable funding
options are designed to produce a higher rate of return than the Fixed Account;
however, this is not guaranteed. You can also lose money in the variable funding
options.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the payout phase. During the accumulation phase
generally, under a qualified contract, your pre-tax contributions accumulate on
a tax-deferred bases 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 bases 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 choose one of the annuity options and begin to receive payments, it
cannot be changed. During the payout phase, you have the same investment choices
you had during theaccumulation phase. If amounts are directed to the variable
funding options, the dollar amount of your payments may increase or decrease.

3
<PAGE> 4

WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with (1) individual nonqualified purchases; (2) rollovers from
Individual Retirment Annuities (IRAs); and (3) rollovers from other qualified
retirement plans. Qualified contracts include contracts qualifying under Section
401, 403(b) or 408(b) of the Internal Revenue Code of 1986, as amended. Purchase
of this Contract through a tax qualified retirement plan ("Plan") does not
provide any additional tax deferral benefits beyond those provided by the Plan.
Accordingly, if you are purchasing this Contract through a Plan, you should
consider purchasing this Contract for its Death Benefit, Annuity Option
Benefits, and other non-tax-related benefits.

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

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within 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.

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 and 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 will not bear any contract fees
associated with the Purchase Payment Credits. If you exercise your right to
return, you will be in the same position as if you had exercised the right to
return in a variable annuity contract with no Purchase Payment Credit. You
would, however, receive any gains, and we would 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. Standard and Nonstandard performance is shown in the Statement of
Additional Information that you may request free of charge.

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

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance
features and investment features, and there are costs related to each. For
contracts with a value of less than $100,000, the Company deducts an annual
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, and 1.45% for the Enhanced Death Benefit. Each
underlying Fund also charges for management, any applicable asset allocation fee
and other expenses.

4
<PAGE> 5

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%, gradually decreasing to 0% in
years ten and later.

HOW WILL MY CONTRIBUTIONS AND WITHDRAWALS BE TAXED? Generally, the payments you
make to a qualified Contract during the accumulation phase are made with
before-tax dollars. You will be taxed on your purchase payments, credits and on
any earnings when you make a withdrawal or begin receiving annuity 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/or a penalty tax may
apply to taxable amounts withdrawn.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? You may choose to purchase the
Standard or 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 attained age is 69 or less, the credit is 5%. If the
greater attained age is 70 or more, the credit is 4%. The expenses for a
contract with purchase payment credits are higher than a similar contract
without purchase payment credits, and the amount of the purchase payment
credit may be offset by the additional expenses attributable to the credit.

- - 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.

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FEE TABLE
- --------------------------------------------------------------------------------
CONTRACT CHARGES AND EXPENSES

WITHDRAWAL CHARGE
(as a percentage of the purchase payments and associated credits 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, 1999, unless otherwise noted)

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OPERATING
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,
INC.
Premier Growth Portfolio -- Class
B.................................. 1.00% 0.25% 0.04% 1.29%
AMERICAN VARIABLE INSURANCE SERIES
Global Growth Fund -- Class 2........ 0.68% 0.25% 0.03% 0.96%
Growth Fund -- Class 2............... 0.38% 0.25% 0.01% 0.64%
Growth-Income Fund -- Class 2........ 0.34% 0.25% 0.01% 0.60%
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Franklin Small Cap Fund -- Class
2(Formerly offered as Franklin
Small Cap Investments Fund)........ 0.55% 0.25% 0.27% 1.07%(1)
Templeton International Securities
Fund -- Class 2 (Formerly offered
as Templeton International Fund)... 0.69% 0.25% 0.19% 1.13%(2)
GREENWICH STREET SERIES FUND
Appreciation Portfolio............... 0.75% 0.04% 0.79%(3)
Diversified Strategic Income
Portfolio.......................... 0.65% 0.13% 0.78%(3)
Equity Index Portfolio -- Class II
Shares............................. 0.21% 0.25% 0.05% 0.51%(4)
Total Return Portfolio............... 0.75% 0.04% 0.79%(3)
JANUS ASPEN SERIES
Aggressive Growth
Portfolio -- Service Shares........ 0.65% 0.25% 0.02% 0.92%(5)
</TABLE>

6
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<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OPERATING
FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALOMON BROTHERS VARIABLE SERIES FUND
INC.
Capital Fund......................... 0.00% 1.00% 1.00%(6)
Investors Fund....................... 0.53% 0.45% 0.98%(6)
Small Cap Growth Fund................ 0.00% 1.50% 1.50%(6)
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio.......................... 0.80% 0.20% 1.00%(7)
Equity Income Portfolio.............. 0.75% 0.13% 0.88%
Large Cap Portfolio.................. 0.75% 0.12% 0.87%
MFS Emerging Growth Portfolio........ 0.75% 0.12% 0.87%
MFS Research Portfolio............... 0.80% 0.19% 0.99%
Strategic Stock Portfolio............ 0.60% 0.30% 0.90%(7)
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio............ 0.80% 0.02% 0.82%(8)
MFS Total Return Portfolio........... 0.80% 0.04% 0.84%(8)
Smith Barney Aggressive Growth
Portfolio.......................... 0.80% 0.20% 1.00%(9)
Smith Barney High Income Portfolio... 0.60% 0.06% 0.66%(8)
Smith Barney International Equity
Portfolio.......................... 0.90% 0.10% 1.00%(8)
Smith Barney Large Capitalization
Growth Portfolio................... 0.75% 0.11% 0.86%(8)
Smith Barney Large Cap Value
Portfolio.......................... 0.65% 0.02% 0.67%(8)
Smith Barney Mid Cap Portfolio....... 0.75% 0.20% 0.95%(9)
Smith Barney Money Market Portfolio.. 0.50% 0.04% 0.54%(8)
Travelers Managed Income Portfolio... 0.65% 0.11% 0.76%(8)
Van Kampen Enterprise Portfolio...... 0.70% 0.03% 0.73%(8)
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio............ 0.67% 0.18% 0.85%(10)
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class.............................. 0.58% 0.10% 0.07% 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) On 2/8/00, a merger and reorganization was approved to merge the assets of
FRANKLIN SMALL CAP INVESTMENTS FUND into FRANKLIN SMALL CAP FUND, effective
5/1/00. The above table shows restated total expenses based upon the new
fees and assets of FRANKLIN SMALL CAP FUND as of 12/31/99, and not the
assets of the combined fund on 5/1/00. However if the table reflected both
the new fees and the combined assets, the fund's expenses after 5/1/00
would be estimated as: Managements Fees 0.55%, Distribution and Service Fee
0.25%, Other expenses 0.27% and Total Fund Operating Expenses 1.07%. The
Fund's Class 2 distribution plan or "Rule 12b-1 Plan" is described in the
Fund's prospectus.

(2) On 2/8/00, fund shareholders approved a merger and reorganization to merge
the assets of TEMPLETON INTERNATIONAL EQUITY FUND into TEMPLETON
INTERNATIONAL FUND (which then changed its name to TEMPLETON INTERNATIONAL
SECURITIES FUND), effective 5/1/00. The table shows restated total expenses
based upon the new fees and assets of TEMPLETON INTERNATIONAL FUND as of
12/31/99, and not the assets of the combined fund on 5/1/00. However if the
table reflected both the new fees and the combined assets, the fund's
expenses after 5/1/00 would be estimated as: Management Fees 0.65%,
Distribution and Service Fee 0.25%, Other expenses 0.20% and Total Fund
Operating Expenses 1.10%. The Fund's Class distribution plan or "Rule 12b-1
Plan" is described in the Fund's prospectus.

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

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<PAGE> 8

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

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

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

(7) 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, 1999 which exceeded 0.90% and 1.00% respectively.
Without such voluntary arrangements, the actual annualized Total Annual
Operating Expenses would have been 0.99% and 1.49% respectively.

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

(9) Other Expenses reflect the current expense reimbursement arrangement with
the Adviser. The Adviser has agreed to reimburse AGGRESSIVE GROWTH
PORTFOLIO and MID CAP PORTFOLIO for the amount by which their aggregate
expenses exceed 1.00% and 0.95% respectively. Without such arrangements
through 2/29/00, the Total Annual Operating Expenses for the Portfolios
would have been 1.76% and 2.46% respectively.

(10) The Adviser has voluntarily agreed to reduce its management fees and to
reimburse the EMERGING GROWTH PORTFOLIO for the amount by which the Total
Annual Operating Expenses exceed the amount set forth in the table above.
If certain expenses had not been assumed by the Adviser, Total Return would
have been lower and the Ratio of Expenses to Average Net Assets would have
been 0.88%.

(11) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds
custodian, credits realized as a result of uninvested cash balances were
used to reduce a portion of each applicable fund's expenses. Without these
reductions, the Total Annual Operating Expenses presented in the table
would have been 0.78% for CONTRAFUND PORTFOLIO -- SERVICE CLASS.

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, INC.
Premier Growth Portfolio -- Class B.... 103 164 213 304 27 84 143 304
AMERICAN VARIABLE INSURANCE SERIES
Global Growth Fund -- Class 2.......... 101 154 197 271 24 74 127 271
Growth Fund -- Class 2................. 97 144 181 238 21 64 111 238
Growth-Income Fund -- Class 2.......... 96 143 179 234 20 63 109 234
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Franklin Small Cap Fund -- Class 2..... 101 157 202 282 25 77 132 282
Templeton International Securities
Fund -- Class 2...................... 102 159 205 288 26 79 135 288
GREENWICH STREET SERIES FUND
Appreciation Portfolio................. 98 149 188 254 22 69 118 254
Diversified Strategic Income
Portfolio............................ 96 140 174 225 20 60 104 225
Equity Index Portfolio -- Class II
Shares............................... 98 149 188 253 22 69 118 253
Total Return Portfolio................. 98 149 188 254 22 69 118 254
JANUS ASPEN SERIES
Aggressive Growth Portfolio -- Service
Shares............................... 100 153 195 267 24 73 125 267
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund........................... 100 155 199 275 24 75 129 275
Investors Fund......................... 100 155 198 273 24 75 128 273
Small Cap Growth Fund.................. 105 170 224 324 29 90 154 324
</TABLE>

8
<PAGE> 9

<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>
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio............................ 100 155 199 275 24 75 129 275
Equity Income Portfolio................ 99 152 193 263 23 72 123 263
Large Cap Portfolio.................... 99 151 192 262 23 71 122 262
MFS Emerging Growth Portfolio.......... 99 151 192 262 23 71 122 262
MFS Research Portfolio................. 100 155 198 274 24 75 128 274
Strategic Stock Portfolio.............. 99 152 194 265 23 72 124 265
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio.............. 99 150 190 257 23 70 120 257
MFS Total Return Portfolio............. 99 150 191 259 23 70 121 259
Smith Barney Aggressive Growth
Portfolio............................ 100 155 199 275 24 75 129 275
Smith Barney High Income Portfolio..... 97 145 182 241 21 65 112 241
Smith Barney International Equity
Portfolio............................ 100 155 199 275 24 75 129 275
Smith Barney Large Capitalization
Growth Portfolio..................... 99 151 192 261 23 71 122 261
Smith Barney Large Cap Value
Portfolio............................ 97 145 182 242 21 65 112 242
Smith Barney Mid Cap Portfolio......... 101 154 197 271 24 74 127 271
Smith Barney Money Market Portfolio.... 96 141 175 228 20 61 105 228
Travelers Managed Income Portfolio..... 98 148 187 251 22 68 117 251
Van Kampen Enterprise Portfolio........ 98 147 185 248 22 67 115 248
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio.............. 99 151 191 260 23 71 121 260
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class................................ 98 148 186 250 22 68 116 250
</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 .015% OF ASSETS.

EXAMPLE*: ENHANCED DEATH BENEFIT

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

9
<PAGE> 10

<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>
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund........................... 102 161 209 295 26 81 139 295
Investors Fund......................... 102 161 208 293 26 81 138 293
Small Cap Growth Fund.................. 107 176 233 342 31 96 163 342
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio............................ 102 161 209 295 26 81 139 295
Equity Income Portfolio................ 101 158 203 283 25 78 133 283
Large Cap Portfolio.................... 101 157 202 282 25 77 132 282
MFS Emerging Growth Portfolio.......... 101 157 202 282 25 77 132 282
MFS Research Portfolio................. 102 161 208 294 26 81 138 294
Strategic Stock Portfolio.............. 101 158 204 285 25 78 134 285
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio.............. 101 156 200 277 25 76 130 277
MFS Total Return Portfolio............. 101 157 201 279 25 77 131 279
Smith Barney Aggressive Growth
Portfolio............................ 102 161 209 295 26 81 139 295
Smith Barney High Income Portfolio..... 99 151 192 261 23 71 122 261
Smith Barney International Equity
Portfolio............................ 102 161 209 295 26 81 139 295
Smith Barney Large Capitalization
Growth Portfolio..................... 101 157 202 281 25 77 132 281
Smith Barney Large Cap Value
Portfolio............................ 99 151 192 262 23 71 122 262
Smith Barney Mid Cap Portfolio......... 102 160 207 291 26 80 137 291
Smith Barney Money Market Portfolio.... 98 147 186 249 22 67 116 249
Travelers Managed Income Portfolio..... 100 154 197 271 24 74 127 271
Van Kampen Enterprise Portfolio........ 100 153 195 268 24 73 125 268
VAN KAMPEN LIFE INVESTMENT TRUST
Emerging Growth Portfolio.............. 101 157 201 280 25 77 131 280
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class................................ 100 154 196 270 24 74 126 270
</TABLE>

10
<PAGE> 11

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Vintage XTRA Annuity is a contract between the contract owner ("you"),
and the Company. You make purchase payments to us and we credit them to your
Contract. The Company promises to pay you an income, in the form of annuity
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 associated 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

11
<PAGE> 12

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.

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

The period between the contract effective date and the maturity date is the
accumulation period. During the accumulation period, an accumulation unit is
used to calculate the value of a Contract. An accumulation unit works like a
share of a mutual fund. Each funding option has a corresponding accumulation
unit value. The accumulation units are valued each business day and their values
may increase or decrease from day to day. The number of accumulation units we
will credit to your Contract once we receive a purchase payment is determined by
dividing the amount directed to each funding option by the value of its
accumulation unit. We calculate the value of an accumulation unit for each
funding option each day the New York Stock Exchange is open. The values are
calculated as of 4:00 p.m. Eastern time. After the value is calculated, we
credit your Contract. During the annuity period (i.e., after the maturity date),
you are credited with annuity units.

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. The Company has entered into agreements with either the investment
adviser or distributor of certain of the underlying funds in which the adviser
or distributor pays us a fee for providing administrative services, which fee
may vary. The fee is ordinarily based upon an annual percentage of the average
aggregate net amount invested in the underlying funds on behalf of the Separate
Account. You are not investing directly in the underlying fund. Since each
option has varying degrees of risk, please read the prospectuses carefully
before investing. Contact your registered representative or call 1-800-842-8573
to request additional copies of the prospectuses.

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

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

12
<PAGE> 13

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FRANKLIN TEMPLETON VARIABLE
INSURANCE PRODUCTS TRUST
Franklin Small Cap Fund Seeks long-term capital growth. The Fund seeks to Franklin Advisers, Inc.
(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 policy Templeton Investment
Securities Fund (Class of investing in stocks and debt obligations of companies Counsel, Inc.
2) and governments outside the United States. Any income
realized will be incidental.
GREENWICH STREET SERIES
FUND
Appreciation Portfolio Seeks long term appreciation of capital by investing SSB Citi Fund Management
primarily in equity securities. LLC. ("SSB Citi")
Diversified Strategic Seeks high current income by investing primarily in the SSB Citi
Income Portfolio following fixed income securities: U.S. Gov't and Subadviser: Smith Barney
mortgage-related securities, foreign gov't bonds and Global Capital Management,
corporate bonds rated below investment grade. Inc.
Equity Index Portfolio Seeks to replicate, before deduction of expenses, the Travelers Investment
Class II Shares total return performance of the S&P 500 Index. Management Co. ("TIMCO")
Total Return Portfolio (an equity portfolio) Seeks to provide total return, SSB Citi
consisting of long-term capital appreciation and income.
The Portfolio will invest primarily in a diversified
portfolio of dividend-paying common stocks.
JANUS ASPEN SERIES
Aggressive Growth Seeks long-term capital growth by investing primarily in Janus Capital
Portfolio -- Service common stocks selected for their growth potential,
Shares normally investing at least 50% in the equity assets of
medium-sized companies.
SALOMON BROTHERS VARIABLE
SERIES FUNDS, INC.
Capital Fund Seeks capital appreciation, primarily through Salomon Brothers Asset
investments in common stocks which are believed to have Management ("SBAM")
above-average price appreciation potential and which may
involve above average risk.
Investors Fund Seeks long-term growth of capital, and, secondarily, SBAM
current income, through investments in common stocks of
well-known companies.
Small Cap Growth Fund Seeks long-term growth of capital by investing primarily SBAM
in equity securities of companies with market
capitalizations similar to that of companies included in
the Russell Small Cap Growth Fund 2000 Index.
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Seeks long term capital appreciation by investing Travelers Asset Management
Stock Portfolio primarily (at least 65% of its total assets) in the International LLC
common stocks of U.S. Companies with relatively small ("TAMIC") Subadviser:
market capitalizations at the time of investment. TIMCO
Equity Income Portfolio Seeks reasonable income by investing at least 65% in TAMIC
income-producing equity securities. The balance may be Subadviser: Fidelity
invested in all types of domestic and foreign Management & Research
securities, including bonds. The Portfolio seeks to Company ("FMR")
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 primarily TAMIC
in equity securities of companies with large market Subadviser: FMR
capitalizations.
MFS Emerging Growth Seeks to provide long-term growth of capital. Dividend TAMIC
Portfolio and interest income from portfolio securities, if any, Subadviser: Massachusetts
is incidental to the MFS Portfolio's investment Financial Services ("MFS")
objective.
MFS Research Portfolio Seeks to provide long-term growth of capital and future TAMIC
income. Subasviser: MFS
</TABLE>

13
<PAGE> 14

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Strategic Stock Seeks to provide an above-average total return through a TAMIC
Portfolio combination of potential capital appreciation and Subadviser: TIMCO
dividend income by investing primarily in high dividend
yielding stocks periodically selected from the companies
included in (i) the Dow Jones Industrial Average and
(ii) a subset of the S&P Industrial Index.
TRAVELERS SERIES FUND INC.
Alliance Growth Seeks long-term growth of capital. Current income is Travelers Investment
Portfolio only an incidental consideration. The Portfolio invests Adviser ("TIA")
predominantly in equity securities of companies with a Subadviser: Alliance
favorable outlook for earnings and whose rate of growth Capital Management L.P.
is expected to exceed that of the U.S. economy over
time.
MFS Total Return (a balanced portfolio) Seeks to obtain above-average TIA
Portfolio income (compared to a portfolio entirely invested in Subadviser: MFS
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 in SSB Citi
Growth Portfolio 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 Seeks high current income. Capital appreciation is a SSB Citi
Income Portfolio secondary objective. The Portfolio will invest at least
65% of its assets in high-yielding corporate debt
obligations and preferred stock.
Smith Barney Seeks total return on assets from growth of capital and SSB Citi
International Equity income by investing at least 65% of its assets in a
Portfolio diversified portfolio of equity securities of
established non-U.S. issuers.
Smith Barney Large Cap Seeks current income and long-term growth of income and SSB Citi
Value Portfolio capital by investing primarily, but not exclusively, in
common stocks.
Smith Barney Large Seeks long-term growth of capital by investing in equity SSB Citi
Capitalization Growth securities of companies with large market
Portfolio capitalizations.
Smith Barney Mid Cap Seeks long-term growth of capital by investing primarily SSB Citi
Portfolio in equity securities of medium-sized companies with
market capitalizations between $1 billion and $5 billion
at the time of investment.
Smith Barney Money Seeks maximum current income and preservation of SSB Citi
Market Portfolio capital.
Travelers Managed Seeks high current income consistent with prudent risk TIA
Income Portfolio of capital through investments in corporate debt Subadviser: TAMIC
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 SSB Citi
Portfolio securities believed to have above-average potential for Subadviser: Van Kampen
capital appreciation. Any income received on such Asset Management Inc.
securities is incidental to the objective of Van Kampen
Asset capital appreciation.
VAN KAMPEN LIFE INVESTMENT
TRUST
Emerging Growth Portfolio Seeks capital appreciation by investing primarily in Van Kampen Asset
common stocks of companies considered to be emerging Management Inc.
growth companies.
VARIABLE INSURANCE PRODUCTS
FUND II
Contrafund(R) Portfolio -- Seeks long-term capital appreciation by investing FMR
Service Class primarily in common stocks of companies whose value the
adviser believes is not fully recognized by the public.
</TABLE>

14
<PAGE> 15

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:

- 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

15
<PAGE> 16

considered in the calculation of the withdrawal charge in the first year. We
will assess the charge as a percentage of the purchase payment and associated
credits 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>

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

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

(b) any remaining free withdrawal allowance (as described below) (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
D).

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

16
<PAGE> 17

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. The
charges stated are the maximum for this product. We reserve the right to lower
this charge at any time. If you 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. This charge compensates the Company for risks assumed,
benefits provided and expenses incurred, including the payment of commissions to
your sales agent.

FUNDING OPTION EXPENSES

The charges and expenses of the funding options are summarized in the fee table
and are described in the accompanying prospectuses.

PREMIUM TAX

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

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

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

Up to 30 days before the maturity date, you may transfer all or part of the
contract value between funding options. Transfers are made at the value(s) next
determined after we receive your request at the Home Office. There are no
charges or restrictions on the amount or frequency of transfers currently;
however, we reserve the right to charge a fee for any transfer request, and to
limit the number of transfers to one in any six-month period. We also reserve
the right to restrict transfers by any market timing firm or any other third
party authorized to initiate transfers on behalf of multiple contract owners. We
may, among other things, not accept: 1) the transfer instructions of any agent
acting under a power of attorney on behalf of more than one owner, or 2) the
transfer

17
<PAGE> 18

or exchange instructions of individual owners who have executed pre-authorized
transfer forms which are submitted by market timing firms or other third parties
on behalf of more than one owner. We further reserve the right to limit
transfers that we determine will disadvantage other contract owners.

Since different funding options have different expenses, a transfer of contract
values from one funding option to another could result in your investment
becoming subject to higher or lower expenses. After the maturity date, you may
make transfers between funding options only with our consent.

DOLLAR COST AVERAGING

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

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

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

In addition to the DCA Program, Travelers may credit increased interest rates to
contract owners under an administrative Special DCA Program established at the
discretion of Travelers, depending on availability and state law. Under this
program, the contract owner may pre-authorize level transfers to any of the
funding options under either a 6 Month Program or 12 Month Program. The 6 Month
Program and the 12 Month Program will generally have different credited interest
rates. Under the 6 Month Program, the interest rate can accrue up to 6 months on
funds in the Special DCA Program and all purchase payments and accrued interest
must be transferred on a level basis to the selected funding option in 6 months.
Under the 12 Month Program, the interest rate can accrue up to 12 months on
funds in the Special DCA Program and all purchase payments and accrued interest
in this Program must be transferred on a level basis to the selected funding
options in12 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.

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<PAGE> 19

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

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

Any time before the maturity date, you may redeem all or any portion of the cash
surrender value, that is, the contract value less any withdrawal charge and any
premium tax not previously deducted. Unless you submit a written request
specifying the fixed or variable funding option(s) from which amounts are to be
withdrawn, the withdrawal will be made on a pro rata basis. The cash surrender
value will be determined as of the close of business after we receive your
surrender request at the Home Office. The cash surrender value may be more or
less than the purchase payments made. Withdrawals during the annuity period are
not allowed.

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

SYSTEMATIC WITHDRAWALS

After the first contract year and before the maturity date, you may choose to
withdraw a specified dollar amount (at least $100) on a monthly, quarterly,
semiannual or annual basis. Any applicable premium taxes and withdrawal charge
will be deducted. To elect systematic withdrawals, you must have a contract
value of at least $15,000 and you must make the election on the form provided by
the Company. We will surrender accumulation units pro rata from all investment
options in which you have an interest, unless you instruct us otherwise. You may
begin or discontinue systematic withdrawals at any time by notifying us in
writing, but at least 30 days' notice must be given to change any systematic
withdrawal instructions that are currently in place.

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

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

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

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

19
<PAGE> 20

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

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

Joint Owner. For nonqualified contracts only, joint owners (e.g. spouses) may
be named in a written request before the contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them.

BENEFICIARY

You name the beneficiary in a written request. The beneficiary has the right to
receive any death benefit proceeds under the contract upon the death of the
annuitant or a contract owner. If more than one beneficiary survives the
annuitant, or contract owner they will share equally in benefits unless
different shares are recorded with the Company by written request before the
death of the annuitant or contract owner. In the case of a non-spousal
beneficiary or a spousal beneficiary who has not chosen to assume the contract,
the death benefit proceeds will be held in a fixed account until the beneficiary
elects a Settlement Option or takes a distribution.

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

ANNUITANT

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

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

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

Before the maturity date, when there is no contingent annuitant, a death benefit
is payable when either the annuitant or a contract owner dies. 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 ("death report date).

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.

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<PAGE> 21

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 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) = 9,090

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

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

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

Your new step-up value would be 50,000-16,500, or $33,334.

PAYMENT OF PROCEEDS

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

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<PAGE> 22

NONQUALIFIED CONTRACTS

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

22
<PAGE> 23

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

QUALIFIED CONTRACTS

DEATH PROCEEDS AFTER THE MATURITY DATE

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

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

MATURITY DATE

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) or elect a lump
sum distribution. 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.

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<PAGE> 24

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 guaranteed payout rates shown. If investment rates are higher at
the time annuitization is selected, payout rates will be higher than those
shown. The Company reserves the right to require 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.

24
<PAGE> 25

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 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.

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.

25
<PAGE> 26

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. (Fixed Account Only). 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 minus any Purchase Payment Credits) 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 minus
any Purchase Payment Credits will be refunded in full; 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 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 cash surrender value (minus any credits applied within 12 months of
termination)less any applicable premium tax, and any applicable administrative
charge.

REQUIRED REPORTS

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

26
<PAGE> 27

SUSPENSION OF PAYMENTS

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

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

Where state law permits, we may allow contract owners to transfer their contract
values into other annuities offered by us or our affiliated insurance companies
under rules then in effect.

THE SEPARATE ACCOUNTS
- --------------------------------------------------------------------------------

The Travelers Insurance Company and the Travelers Life and Annuity Company each
sponsor separate accounts: The Travelers Fund BD III for Variable Annuities
("Fund BD III") and the Travelers Fund BD IV for Variable Annuities ("Fund BD
IV"), respectively. Both Fund BD III and Fund BD IV were established on March
27, 1997 and are registered with the SEC as unit investment trusts (separate
account) under the Investment Company Act of 1940, as amended (the "1940 Act").
The Separate Account assets attributable to the Contracts will be invested
exclusively in the shares of the variable funding options.

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

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

PERFORMANCE INFORMATION

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

STANDARDIZED METHOD. Quotations of average annual total returns are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the funding option, and then related to ending redeemable values over
one-, five-, and ten-year periods, or for a period covering the time during
which the funding option has been in existence, if less. These quotations
reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). The deduction for the annual
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). Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

27
<PAGE> 28

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

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

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

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

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.

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

If you purchase an annuity contract with proceeds of an eligible rollover
distribution from any pension plan, specially sponsored program, or individual
retirement annuity (IRA) with pre-tax dollars, your contract is referred to as a
qualified contract. Some examples of qualified contracts are: IRAs, 403(b)
annuities, pension and profit-sharing plans (including 401(k) plans), Keogh
Plans, and certain other qualified deferred compensation plans. An exception to
this is a qualified plan called a Roth IRA. Under Roth IRAs, after-tax
contributions accumulate until maturity, when amounts (including earnings) may
be withdrawn tax-free. If you purchase the contract on an

28
<PAGE> 29

individual basis with after-tax dollars and not under one of the programs
described above, your contract is referred to as nonqualified.

NONQUALIFIED ANNUITY CONTRACTS

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

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

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

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.

29
<PAGE> 30

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

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

OWNERSHIP OF THE INVESTMENTS

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

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

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

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

TAXATION OF DEATH BENEFIT PROCEEDS

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

30
<PAGE> 31

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

THE INSURANCE COMPANIES

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

The Travelers Insurance Company is a stock insurance company chartered in 1864
in Connecticut and continuously engaged in the insurance business since that
time. It is licensed to conduct life insurance business in all states of the
United States, the District of Columbia, Puerto Rico, Guam, the U.S. and British
Virgin Islands and the Bahamas. The Company is an indirect wholly owned
subsidiary of Citigroup Inc. The Company's Home Office is located at One Tower
Square, Hartford, Connecticut 06183.

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

FINANCIAL STATEMENTS

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

IMSA

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

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. Any sales
representative or employee who sells the Contracts will be qualified to sell
variable annuities under applicable federal and state laws. Each broker-dealer
is registered with the SEC under the Securities Exchange Act of 1934, and all
are members of the NASD. The principal underwriter of the Contracts is CFBDS,
Inc., 21 Milk St., Boston, MA. CFBDS, Inc. is not affiliated with the Company or
the Separate Account. However, it is currently anticipated that Travelers
Distribution LLC, an affiliated broker-dealer, may become the principal
underwriter for the Contracts during the year 2000.

Up-front compensation paid to sales representatives will not exceed 7% of the
purchase payments made under the Contracts. If asset based compensation is paid,
it will not exceed 2% of the average account value annually. From time to time,
the Company may pay or permit other promotional incentives, in cash, credit or
other compensation.

CONFORMITY WITH STATE AND FEDERAL LAWS

31
<PAGE> 32

than the minimum benefits required by the statutes of the state in which the
Contract is delivered. We reserve the right to make any changes, including
retroactive changes, in the Contract to the extent that the change is required
to meet the requirements of any law or regulation issued by any governmental
agency to which the Company, the Contract or the contract owner is subject.

VOTING RIGHTS

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

LEGAL PROCEEDINGS AND OPINIONS

Legal matters in connection with the federal laws and regulations affecting the
issue and sale of the contract described in this prospectus, as well as the
organization of the Companies, their authority to issue variable annuity
contracts under Connecticut law and the validity of the forms of the variable
annuity contracts under Connecticut law, have been passed on by the General
Counsel of the Companies.

THE TRAVELERS INSURANCE COMPANY

There are no pending legal proceedings affecting the Separate Account. There is
one material pending legal proceeding, other than ordinary routine litigation
incidental to business, to which the Company is a party. In March, 1997, a
purported class action entitled Patterman v. The Travelers, Inc. et al, was
commenced in the Superior Court of Richmond County, Georgia, alleging, among
other things, violation of the Georgia RICO statute and other state laws by an
affiliate of the Company, Primerica Financial Services, Inc. and certain of its
affiliates. Plaintiffs seek unspecified compensatory and punitive damages and
other relief. In October 1997, defendants answered the complaint, denied
liability and asserted numerous affirmative defenses. In February 1998, the
Superior Court of Richmond County transferred the lawsuit to the Superior Court
of Gwinnett County, Georgia. The plaintiffs appealed the transfer order, and in
December 1998 the Court of Appeals of the State of Georgia reversed the lower
court's decision. Later in December 1998, defendants petitioned the Georgia
Supreme Court to hear the appeal from the decision of the Court of Appeals,
which was granted in May 1999. In September 1999, the Georgia Supreme Court
heard oral argument on defendant's petition for an order reversing the Georgia
Court of Appeals and transferring the lawsuit from the Superior Court of
Richmond County to the Superior Court of Gwinnett County. The Georgia Supreme
Court reversed its decision, and has not yet issued its opinion. Pending appeal,
proceedings in the trial court have been stayed. Defendants intend to vigorously
contest the litigation.

THE TRAVELERS LIFE AND ANNUITY COMPANY

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

32
<PAGE> 33

APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD FROM OCTOBER 14, 1999
PORTFOLIO NAME TO DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------
STANDARD ENHANCED
<S> <C> <C>
ALLIANCE VARIABLE PRODUCT SERIES FUND
PREMIER GROWTH PORTFOLIO CLASS B (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.127 1.127
Number of units outstanding at end of year................ 76,688 96,188
AMERICAN VARIABLE INSURANCE SERIES
GLOBAL GROWTH FUND -- CLASS 2(11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.301 1.301
Number of units outstanding at end of year................ -- 35,494
GROWTH FUND -- CLASS 2 (12/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.184 1.183
Number of units outstanding at end of year................ -- 32,012
GROWTH-INCOME FUND CLASS 2
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
TEMPLETON VARIABLE PRODUCTS SERIES TRUST(1)
FRANKLIN SMALL CAP INVESTMENTS FUND CLASS 2
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
TEMPLETON INTERNATIONAL FUND CLASS 2
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
GREENWICH STREET SERIES SECURITIES FUND
APPRECIATION PORTFOLIO
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
DIVERSIFIED STRATEGIC INCOME PORTFOLIO
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
EQUITY INDEX PORTFOLIO CLASS II
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
TOTAL RETURN PORTFOLIO
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
SALOMON BROTHERS VARIABLE SERIES FUND, INC.
CAPITAL FUND
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
INVESTORS FUND
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
SMALL CAP GROWTH FUND
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
</TABLE>

A-1
<PAGE> 34
APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD FROM OCTOBER 14, 1999
PORTFOLIO NAME TO DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------
STANDARD ENHANCED
<S> <C> <C>
THE TRAVELERS SERIES TRUST
DISCIPLINED SMALL CAP STOCK PORTFOLIO
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
EQUITY INCOME PORTFOLIO
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
LARGE CAP PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.126 1.125
Number of units outstanding at end of year................ 7,030 --
MFS EMERGING GROWTH PORTFOLIO (12/96)
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
MFS RESEARCH PORTFOLIO
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
STRATEGIC STOCK PORTFOLIO
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
TRAVELERS SERIES FUND INC.
ALLIANCE GROWTH PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.149 1.149
Number of units outstanding at end of year................ 11,645 --
MFS TOTAL RETURN PORTFOLIO................................ -- --
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
SMITH BARNEY AGGRESSIVE GROWTH PORTFOLIO (12/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.210 1.209
Number of units outstanding at end of year................ 66,995 --
SMITH BARNEY HIGH INCOME PORTFOLIO
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO
Unit Value at beginning of year........................... -- --
Unit Value at end of year................................. -- --
Number of units outstanding at end of year................ -- --
SMITH BARNEY LARGE CAPITALIZATION GROWTH
PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.090 1.090
Number of units outstanding at end of year................ 11,616 --
SMITH BARNEY LARGE CAP VALUE PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 0.998 0.998
Number of units outstanding at end of year................ -- 46,952
SMITH BARNEY MID CAP PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.166 1.165
Number of units outstanding at end of year................ 4,746 36,659
</TABLE>

A-2
<PAGE> 35
APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

The financial statements of Fund BD III and the consolidated financial
statements of The Travelers Insurance Company and Subsidiaries are contained in
the SAI.
Any funds not listed above were not yet available as of December 31, 1999.
The date shown next to the name of each funding option is the date money first
came into the Separate Account.
(1) Formerly Templeton Variable Products Series Fund.

A-3
<PAGE> 36

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 37

APPENDIX B
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD FROM OCTOBER 14, 1999
PORTFOLIO NAME TO DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------
STANDARD ENHANCED
<S> <C> <C>
ALLIANCE VARIABLE PRODUCT SERIES FUND
PREMIER GROWTH PORTFOLIO CLASS B (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.127 1.127
Number of units outstanding at end of year................ 2,118,594 5,273,207
AMERICAN VARIABLE INSURANCE SERIES
GLOBAL GROWTH FUND -- CLASS 2(11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.301 1.301
Number of units outstanding at end of year................ 496,228 1,335,904
GROWTH FUND -- CLASS 2 (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.184 1.183
Number of units outstanding at end of year................ 790,492 4,513,981
GROWTH-INCOME FUND -- CLASS 2 (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.031 1.031
Number of units outstanding at end of year................ 1,022,054 2,847,709
TEMPLETON VARIABLE PRODUCTS SERIES TRUST(1)
FRANKLIN SMALL CAP INVESTMENTS FUND CLASS 2 (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.173 1.172
Number of units outstanding at end of year................ 719,638 1,075,985
TEMPLETON INTERNATIONAL FUND CLASS 2 (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.109 1.109
Number of units outstanding at end of year................ 445,419 940,873
GREENWICH STREET SERIES SECURITIES FUND
APPRECIATION PORTFOLIO(11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.044 1.043
Number of units outstanding at end of year................ 407,917 1,032,853
DIVERSIFIED STRATEGIC INCOME PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 0.999 0.999
Number of units outstanding at end of year................ 156,084 315,232
EQUITY INDEX PORTFOLIO CLASS II (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.063 1.063
Number of units outstanding at end of year................ 638,959 1,331,138
TOTAL RETURN PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.048 1.048
Number of units outstanding at end of year................ 29,295 193,248
SALOMON BROTHERS VARIABLE SERIES FUND, INC.
CAPITAL FUND (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.032 1.032
Number of units outstanding at end of year................ 42,351 144,350
INVESTORS FUND (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.014 1.014
Number of units outstanding at end of year................ 69,063 323,132
SMALL CAP GROWTH FUND (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.213 1.213
Number of units outstanding at end of year................ 56,346 334,378
THE TRAVELERS SERIES TRUST
DISCIPLINED SMALL CAP STOCK PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.082 1.082
Number of units outstanding at end of year................ 36,483 64,294
</TABLE>

B-1
<PAGE> 38
APPENDIX B
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD FROM OCTOBER 14, 1999
PORTFOLIO NAME TO DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------
STANDARD ENHANCED
<S> <C> <C>
EQUITY INCOME PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.052 1.052
Number of units outstanding at end of year................ 174,100 581,591
LARGE CAP PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.126 1.125
Number of units outstanding at end of year................ 500,514 715,311
MFS EMERGING GROWTH PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.433 1.432
Number of units outstanding at end of year................ 936,269 1,856,574
MFS RESEARCH PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.135 1.135
Number of units outstanding at end of year................ 307,732 648,369
STRATEGIC STOCK PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 0.993 .0992
Number of units outstanding at end of year................ 35,199 1,165
TRAVELERS SERIES FUND INC.
ALLIANCE GROWTH PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.149 1.149
Number of units outstanding at end of year................ 1,333,895 2,482,793
MFS TOTAL RETURN PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.003 1.002
Number of units outstanding at end of year................ 229,693 421,734
SMITH BARNEY AGGRESSIVE GROWTH PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.210 1.209
Number of units outstanding at end of year................ 1,210,115 1,899,455
SMITH BARNEY HIGH INCOME PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.015 1.015
Number of units outstanding at end of year................ 222,226 431,806
SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.230 1.229
Number of units outstanding at end of year................ 945,011 456,157
SMITH BARNEY LARGE CAPITALIZATION GROWTH
PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.090 1.090
Number of units outstanding at end of year................ 2,526,512 2,543,458
SMITH BARNEY LARGE CAP VALUE PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 0.998 0.998
Number of units outstanding at end of year................ 1,119,883 676,689
SMITH BARNEY MID CAP PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.166 1.165
Number of units outstanding at end of year................ 501,324 583,087
SMITH BARNEY MONEY MARKET PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 1.006 1.005
Number of units outstanding at end of year................ 2,574,330 4,261,461
TRAVELERS MANAGED INCOME PORTFOLIO (11/99)
Unit Value at beginning of year........................... 1.000 1.000
Unit Value at end of year................................. 0.997 0.997
Number of units outstanding at end of year................ 194,554 346,462
</TABLE>

B-2
<PAGE> 39
APPENDIX B
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

The financial statements of Fund BD IV and the financial statements of The
Travelers Life and Annuity Company are contained in the SAI.

Any funds not listed above were not yet available as of December 31, 1999.

The date shown next to each funding option is the date money first came into the
funding option through the Separate Account.

(1) Formerly Templeton Variable Products Series Fund.

B-3
<PAGE> 40

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 41

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

THE FIXED ACCOUNT
The Fixed Account is secured by part of the general assets of the Company. The
general assets of the Company include all assets of the Company other than those
held in the separate accounts sponsored by the Company or its affiliates.
The staff of the SEC does not generally review the disclosure in the prospectus
relating to the Fixed Account. Disclosure regarding the Fixed Account and the
general account may, however, be subject to certain provisions of the federal
securities laws relating to the accuracy and completeness of statements made in
the prospectus.
Under the Fixed Account, the Company assumes the risk of investment gain or
loss, guarantees a specified interest rate, and guarantees a specified periodic
annuity payment. The investment gain or loss of the Separate Account or any of
the funding options does not affect the Fixed Account portion of the contract
owner's contract value, or the dollar amount of fixed annuity payments made
under any payout option.
We guarantee that, at any time, the Fixed Account contract value will not be
less than the amount of the purchase payments allocated to the Fixed Account,
plus interest credited as described below, less any applicable premium taxes or
prior surrenders.
Purchase payments allocated to the Fixed Account and any transfers made to the
Fixed Account become part of the Company's general account which supports
insurance and annuity obligations. Neither the general account nor any interest
therein is registered under, nor subject to the provisions of, the Securities
Act of 1933 or Investment Company Act of 1940. We will invest the assets of the
Fixed Account at our discretion. Investment income from such Fixed Account
assets will be allocated to us and to the Contracts participating in the Fixed
Account.
Investment income from the Fixed Account allocated to us includes compensation
for mortality and expense risks borne by us in connection with Fixed Account
Contracts. The amount of such investment income allocated to the Contracts will
vary from year to year in our sole discretion at such rate or rates as we
prospectively declare from time to time.
The initial rate for any allocations into the Fixed Account is guaranteed for
one year from the date of such allocation. Subsequent renewal rates will be
guaranteed for the calendar quarter. We also guarantee that for the life of the
Contract we will credit interest at not less than 3% per year. Any interest
credited to amounts allocated to the Fixed Account in excess of 3% per year will
be determined in our sole discretion. You assume the risk that interest credited
to the Fixed Account may not exceed the minimum guarantee of 3% for any given
year.
TRANSFERS
You may make transfers from the Fixed Account to any other available funding
option(s) twice a year during the 30 days following the semiannual anniversary
of the contract effective date. The transfers are limited to an amount of up to
15% of the Fixed Account Value on the semiannual contract effective date
anniversary. (This restriction does not apply to transfers under the Dollar Cost
Averaging Program.) Amounts previously transferred from the Fixed Account to
other funding options may not be transferred back to the Fixed Account for a
period of at least six months from the date of transfer. We reserve the right to
waive either of these restrictions.
Automated transfers from the Fixed Account to any of the funding options may
begin at any time. Automated transfers from the Fixed Account may not deplete
your Fixed

C-1
<PAGE> 42

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<PAGE> 43

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

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.
OR
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;
(c) provides nursing care to individuals who are not able to care for themselves
and who require nursing care;
(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.

D-1
<PAGE> 44

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<PAGE> 45

APPENDIX E
- --------------------------------------------------------------------------------

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information contains more specific information and
financial statements relating to The Travelers Insurance Company or The
Travelers Life and Annuity Company. A list of the contents of the Statement of
Additional Information is set forth below:

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

- --------------------------------------------------------------------------------
Copies of the Statement of Additional Information dated May 1, 2000 are
available without charge. To request a copy, please clip this coupon on the
dotted line above, enter your name and address in the spaces provided below, and
mail to: The Travelers Insurance Company, Annuity Investor Services, One Tower
Square, Hartford, Connecticut 06183. The Travelers Insurance Company Statement
of Additional Information is printed on Form L-21261S, and the The Travelers
Life and Annuity Statement of Additional Information is printed on Form
L-21262S.

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

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

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

E-1
<PAGE> 46

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<PAGE> 47

L-21261 May 1, 2000
<PAGE> 48

TRAVELERS PORTFOLIO ARCHITECT XTRA ANNUITY PROSPECTUS:
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES
THE TRAVELERS FUND BD IV FOR VARIABLE ANNUITIES

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

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

Capital Appreciation Fund
Money Market Portfolio
ALLIANCE VARIABLE PRODUCT SERIES FUND
Premier Growth Portfolio Class B
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio*
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II
JANUS ASPEN SERIES
Balanced Portfolio Service Shares
Global Life Sciences Portfolio Service Shares
Global Technology Portfolio Service Shares
Worldwide Growth Porfolio Service Shares
SALOMON BROTHERS VARIABLE SERIES FUND, INC.
Capital Fund
Investors Fund
Small Cap Growth Fund
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated High Yield Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Emerging Growth Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Strategic Stock Portfolio
Travelers Quality Bond Portfolio
VARIABLE INSURANCE PRODUCTS FUND II (FIDELITY)
Contrafund(R) Portfolio -- Service Class 2
WARBURG PINCUS TRUST
Emerging Markets Portfolio

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

* Formerly Capital Appreciation Portfolio.

The Fixed Account is described in Appendix 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 III for Variable Annuities or The Travelers Fund BD IV for Variable Annuities
("Separate Account") by requesting a copy of the Statement of Additional
Information ("SAI") dated May 1, 2000. The SAI has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by reference into
this prospectus. To request a copy, write to The Travelers Insurance Company,
Annuity Investor Services, One Tower Square, Hartford, Connecticut 06183, call
1-800-842-9368 or access the SEC's website (http://www.sec.gov). See Appendix 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 MAY 1, 2000
<PAGE> 49

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms................ 2
Summary............................... 3
Fee Table............................. 7
The Annuity Contract.................. 12
Contract Owner Inquiries......... 12
Purchase Payments................ 12
Purchase Payment Credits......... 12
Accumulation Units............... 13
The Funding Options.............. 13
Charges and Deductions................ 16
General.......................... 16
Withdrawal Charge................ 17
Free Withdrawal Allowance........ 17
Administrative Charges........... 17
Mortality and Expense Risk
Charge......................... 18
Funding Option Expenses.......... 18
Premium Tax...................... 18
Changes in Taxes Based Upon
Premium or Value............... 18
Transfers............................. 18
Dollar Cost Averaging............ 19
Access to Your Money.................. 20
Systematic Withdrawals........... 20
Managed Distribution Program..... 20
Ownership Provisions.................. 20
Types of Ownership............... 20
Contract Owner................. 20
Beneficiary.................... 21
Annuitant...................... 21
Death Benefit......................... 21
Death Proceeds Before the
Maturity Date.................. 21
Payment of Proceeds.............. 22
Death Proceeds After the Maturity
Date........................... 24
The Annuity Period.................... 24
Maturity Date.................... 24
Allocation of Annuity............ 24
Variable Annuity................. 25
Fixed Annuity.................... 25
Payment Options....................... 25
Election of Options.............. 25
Annuity Options.................. 26
Miscellaneous Contract Provisions..... 26
Right to Return.................. 26
Termination...................... 27
Required Reports................. 27
Suspension of Payments........... 27
Transfers of Contract Values to
Other Annuities................ 27
The Separate Accounts................. 27
Performance Information.......... 28
Federal Tax Considerations............ 29
General Taxation of Annuities.... 29
Types of Contracts: Qualified or
Nonqualified................... 29
Nonqualified Annuity Contracts... 29
Qualified Annuity Contracts...... 30
Penalty Tax for Premature
Distributions.................. 30
Diversification Requirements for
Variable Annuities............. 30
Ownership of the Investments..... 30
Mandatory Distributions for
Qualified Plans................ 31
Taxation of Death Benefit
Proceeds....................... 31
Other Information..................... 31
The Insurance Companies.......... 31
Financial Statements............. 31
IMSA............................. 32
Distribution of Variable Annuity
Contracts...................... 32
Conformity with State and Federal
Laws........................... 32
Voting Rights.................... 32
Legal Proceedings and Opinions... 32
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..................... 13
Accumulation Period................... 13
Annuitant............................. 21
Annuity Payments...................... 12
Annuity Unit.......................... 13
Cash Surrender Value.................. 20
Contingent Annuitant.................. 21
Contract Date......................... 12
Contract Owner (You, Your)............ 20
Contract Value........................ 12
Contract Year......................... 12
Death Report Date..................... 21
Fixed Account......................... A-1
Funding Option(s)..................... 13
Maturity Date......................... 12
Purchase Payment...................... 12
Purchase Payment Credit............... 12
Underlying Fund....................... 13
Written Request....................... 12
</TABLE>

2
<PAGE> 50

SUMMARY:
TRAVELERS PORTFOLIO ARCHITECT 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.

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

<TABLE>
<S> <C>
Bahamas New Hampshire
British Virgin Islands Oregon(1)
Guam U.S. Virgin Islands
</TABLE>

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

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

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

3
<PAGE> 51

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

WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with (1) individual nonqualified purchases; (2) rollovers from
Individual Retirement Annuities (IRAs); and (3) rollovers from other qualified
retirement plans. Qualified contracts include contracts qualifying under Section
401, 403(b) or 408(b) of the Internal Revenue Code of 1986, as amended. Purchase
of this Contract through a tax qualified retirement plan ("Plan") does not
provide any additional tax deferral benefits beyond those provided by the Plan.
Accordingly, if you are purchasing this Contract through a Plan, you should
consider purchasing this Contract for its Death Benefit, Annuity Option
Benefits, and other non-tax-related benefits.

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

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within 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.

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.

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 initial offering
of this Contract is considered "nonstandard" by the SEC. Nonstandard performance
is shown in the Statement of Additional Information that you may request free of
charge.

4
<PAGE> 52

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.

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

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? You may choose to purchase the
Standard or 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:

5
<PAGE> 53

Potential investors should consider their financial ability to continue
purchases through periods of low price levels.

- - 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.

6
<PAGE> 54

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

CONTRACT CHARGES AND EXPENSES

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

YEARS SINCE PURCHASE

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

ANNUAL CONTRACT ADMINISTRATIVE CHARGE $40
(Waived if contract value is $100,000 or more)

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

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

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

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

7
<PAGE> 55

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

NOTES:

(1) Other Expenses have been restated to reflect the current expense
reimbursement arrangement with Travelers Insurance Company. Travelers has
agreed to reimburse the Fund for the amount by which its aggregate expenses
(including the management fee, but excluding brokerage commissions,
interest charges and taxes) exceeds 0.40%. Without such arrangement, Total
Expenses would have been 0.50% for the MONEY MARKET PORTFOLIO.

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

(3) Formerly Capital Appreciation Portfolio.

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

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

(8) Travelers Insurance has agreed to reimburse the CONVERTIBLE BOND PORTFOLIO,
the STRATEGIC STOCK PORTFOLIO, the DISCIPLINED SMALL CAP STOCK PORTFOLIO,
and the MFS MID CAP GROWTH PORTFOLIO for expenses for the period ended
December 31, 1999 which exceeded 0.80% 0.90%, 1.00% and 1.00% respectively.
Without

8
<PAGE> 56

such voluntary arrangements, the actual annualized Total Annual Operating
Expenses would have been 1.23%, 0.99%, 1.49%, and 1.07% respectively.

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

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

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

9
<PAGE> 57

EXAMPLE*: STANDARD DEATH BENEFIT

Assuming a 5% annual return on assets, a $1,000 investment would be subject to
the following expenses. The examples assume the purchase payment credit is
included in, and not added to, the $1,000 assumed investment.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund................. 99 150 190 258 23 70 120 258
Money Market Portfolio.................... 94 137 168 214 18 57 98 214
ALLIANCE VARIABLE PRODUCT SERIES FUND,
INC.
Premier Growth Portfolio -- Class B... 103 164 213 304 27 84 143 304
DELAWARE GROUP PREMIUM FUND
REIT Series........................... 99 151 191 260 23 71 121 260
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio................ 98 149 188 253 22 69 118 253
Small Cap Portfolio................... 98 149 188 253 22 69 118 253
GREENWICH STREET SERIES FUND
Equity Index Portfolio -- Class II
Shares.............................. 96 140 174 225 20 60 104 225
JANUS ASPEN SERIES
Balanced Portfolio -- Service
Shares.............................. 100 153 195 267 24 73 125 267
Global Life Sciences
Portfolio -- Service Shares......... 101 158 203 284 25 78 133 284
Global Technology Portfolio -- Service
Shares.............................. 101 156 200 278 25 76 130 278
Worldwide Growth Portfolio -- Service
Shares.............................. 100 154 196 270 24 74 126 270
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund.......................... 100 155 199 275 24 75 129 275
Investors Fund........................ 100 155 198 273 24 75 128 273
Small Cap Growth Fund................. 105 170 224 324 29 90 154 324
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio............. 99 150 190 257 23 70 120 257
MFS Total Return Portfolio............ 99 150 191 259 23 70 121 259
Putnam Diversified Income Portfolio... 99 150 190 258 23 70 120 258
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio............ 98 149 189 255 22 69 119 255
Disciplined Mid Cap Stock Portfolio... 100 154 196 270 24 74 126 270
Disciplined Small Cap Stock
Portfolio........................... 100 155 199 275 24 75 129 275
Equity Income Portfolio............... 99 152 193 263 23 72 123 263
Federated High Yield Portfolio........ 99 150 191 259 23 70 121 259
Federated Stock Portfolio............. 99 150 190 257 23 70 120 257
Large Cap Portfolio................... 99 151 192 262 23 71 122 262
Lazard International Stock
Portfolio........................... 101 157 202 281 25 77 132 281
MFS Emerging Growth Portfolio......... 99 151 192 262 23 71 122 262
MFS Mid Cap Growth Portfolio.......... 100 155 199 275 24 75 129 275
MFS Research Portfolio................ 100 155 198 274 24 75 128 274
Strategic Stock Portfolio............. 99 152 194 265 23 72 124 265
Travelers Quality Bond Portfolio...... 96 141 175 228 20 61 105 228
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class 2............................. 99 152 194 265 23 72 124 265
WARBURG PINCUS TRUST
Emerging Markets Portfolio............ 104 167 219 314 28 87 149 314
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE EXAMPLE
REFLECTS THE $40 ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL CHARGE OF
0.015% OF ASSETS.

10
<PAGE> 58

EXAMPLE*: ENHANCED DEATH BENEFIT

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
Capital Appreciation Fund................. 101 156 200 278 25 76 130 278
Money Market Portfolio.................... 96 143 179 235 20 63 109 235
ALLIANCE VARIABLE PRODUCT SERIES FUND,
INC.
Premier Growth Portfolio -- Class B... 105 170 223 323 29 90 153 323
DELAWARE GROUP PREMIUM FUND
REIT Series........................... 101 157 201 280 25 77 131 280
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio................ 100 155 198 273 24 75 128 273
Small Cap Portfolio................... 100 155 198 273 24 75 128 273
GREENWICH STREET SERIES FUND
Equity Index Portfolio -- Class II
Shares.............................. 98 147 184 246 22 67 114 246
JANUS ASPEN SERIES
Balanced Portfolio -- Service
Shares.............................. 102 159 205 287 26 79 135 287
Global Life Sciences
Portfolio -- Service Shares......... 103 164 213 304 27 84 143 304
Global Technology Portfolio -- Service
Shares.............................. 103 162 210 298 27 82 140 298
Worldwide Growth Portfolio -- Service
Shares.............................. 102 160 206 290 26 80 136 290
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Capital Fund.......................... 102 161 209 295 26 81 139 295
Investors Fund........................ 102 161 208 293 26 81 138 293
Small Cap Growth Fund................. 107 176 233 342 31 96 163 342
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio............. 101 156 200 277 25 76 130 277
MFS Total Return Portfolio............ 101 157 201 279 25 77 131 279
Putnam Diversified Income Portfolio... 101 156 200 278 25 76 130 278
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio............ 100 155 199 275 24 75 129 275
Disciplined Mid Cap Stock Portfolio... 102 160 206 290 26 80 136 290
Disciplined Small Cap Stock
Portfolio........................... 102 161 209 295 26 81 139 295
Equity Income Portfolio............... 101 158 203 283 25 78 133 283
Federated High Yield Portfolio........ 101 157 201 279 25 77 131 279
Federated Stock Portfolio............. 101 156 200 277 25 76 130 277
Large Cap Portfolio................... 101 157 202 282 25 77 132 282
Lazard International Stock
Portfolio........................... 103 163 212 301 27 83 142 301
MFS Emerging Growth Portfolio......... 101 157 202 282 25 77 132 282
MFS Mid Cap Growth Portfolio.......... 102 161 209 295 26 81 139 295
MFS Research Portfolio................ 102 161 208 294 26 81 138 294
Strategic Stock Portfolio............. 101 158 204 285 25 78 134 285
Travelers Quality Bond Portfolio...... 98 147 186 249 22 67 116 249
VARIABLE INSURANCE PRODUCTS FUND II
Contrafund(R) Portfolio -- Service
Class 2............................. 101 158 204 285 25 78 134 285
WARBURG PINCUS TRUST
Emerging Markets Portfolio............ 106 173 228 333 30 93 158 333
</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
0.015% OF ASSETS.

11
<PAGE> 59

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

Travelers Portfolio Architect XTRA Annuity is a contract between the contract
owner ("you"), and the Company. You make purchase payments to us and we credit
them to your Contract. The Company promises to pay you an income, in the form of
annuity 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 associated 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.

CONTRACT OWNER INQUIRIES

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

PURCHASE PAYMENTS

PURCHASE PAYMENT CREDITS

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

12
<PAGE> 60

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.

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

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. The Company has entered into agreements with either the investment
adviser or distributor of certain of the underlying funds in which the adviser
or distributor pays us a fee for providing administrative services, which fee
may vary. The fee is ordinarily based upon an annual percentage of the average
aggregate net amount invested in the underlying funds on behalf of the Separate
Account. You are not investing directly in the underlying fund. Since each
option has varying degrees of risk, please read the prospectuses carefully
before investing. Contact your registered representative or call 1-800-842-9368
to request additional copies of the prospectuses.

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

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

13
<PAGE> 61

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DELAWARE GROUP PREMIUM
FUND
REIT Series Seeks maximum long-term total return by investing Delaware Management Company,
in securities of companies primarily engaged in Inc.
the real estate industry. Capital appreciation is Subadviser: Lincoln Investment
a secondary objective. Management, Inc.
DREYFUS VARIABLE INVESTMENT
FUND
Appreciation Portfolio Seeks primarily to provide long-term capital The Dreyfus Corporation
growth consistent with the preservation of Subadviser: Fayez Sarofim & Co.
capital; current income is a secondary investment
objective. The portfolio invests primarily in the
common stocks of domestic and foreign insurers.
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
GREENWICH STREET SERIES FUND
Equity Index Portfolio Seeks to replicate, before deduction of expenses, Travelers Investment Management
Class II the total return performance of the S&P 500 Index. Co. ("TIMCO")
JANUS ASPEN SERIES
Balanced Portfolio--Service Seeks long-term capital growth, consistent with Janus Capital
Shares preservation of capital and balanced by current
income.
Global Life Sciences Seeks long-term capital growth by investing Janus Capital
Portfolio--Service Shares primarily in equity securities of U.S. and foreign
companies, normally investing at least 65% of its
total assets in companies with a life science
orientation.
Global Technology Seeks long-term capital growth by investing Janus Capital
Portfolio--Service Shares primarily in equity securities of U.S. and foreign
companies, normally investing at least 65% of its
total assets in companies likely to benefit
significantly from advances in technology.
Worldwide Growth Seeks growth of capital in a manner consistent Janus Capital
Portfolio--Service Shares with preservation of capital by investing
primarily in common stocks of companies of any
size throughout the world.
SALOMON BROTHERS VARIABLE
SERIES FUND INC.
Capital Fund Seeks capital appreciation, primarily through Salomon Brothers Asset
investments in common stocks which are believed to Management ("SBAM")
have above-average price appreciation potential
and which may involve above average risk.
Investors Fund Seeks long-term growth of capital, and, SBAM
secondarily, current income, through investments
in common stocks of well-known companies.
Small Cap Growth Fund Seeks long-term growth of capital by investing SBAM
primarily in equity securities of companies with
market capitalizations similar to that of
companies included in the Russell 2000 Index.
TRAVELERS SERIES FUND INC.
Alliance Growth Portfolio Seeks long-term growth of capital. Current income Travelers Investment Adviser,
is only an incidental consideration. The 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: Massachusetts
entirely invested in equity securities) consistent Financial Services Company
with the prudent employment of capital. Generally, ("MFS")
at least 40% of the Portfolio's assets are
invested in equity securities.
Putnam Diversified Income Seeks high current income consistent with TIA
Portfolio preservation of capital. The Portfolio will Subadviser: Putnam Investment
allocate its investments among the U.S. Government Management, Inc.
Sector, the High Yield Sector, and the
International Sector of the fixed income
securities markets.
</TABLE>

14
<PAGE> 62

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio Seeks current income and capital appreciation by TAMIC
investing in convertible bond securities and in
combinations of nonconvertible fixed-income
securities and warrants or call options that
together resemble convertible securities.
Disciplined Mid Cap Stock Seeks growth of capital by investing primarily in TAMIC
Portfolio a broadly diversified portfolio of U.S. common Subadviser: TIMCO
stocks.
Disciplined Small Cap Stock Seeks long term capital appreciation by investing TAMIC
Portfolio primarily (at least 65% of its total assets) in Subadviser: TIMCO
the common stocks of U.S. Companies with
relatively small market capitalizations at the
time of investment.
Equity Income Portfolio Seeks reasonable income by investing at least 65% TAMIC
in income-producing equity securities. The balance Subadviser: Fidelity Management
may be invested in all types of domestic and & Research Co ("FMR")
foreign securities, including bonds. The Portfolio
seeks to achieve a yield that exceeds that of the
securities comprising the S&P 500. The Subadviser
also considers the potential for capital
appreciation.
Federated High Yield Seeks high current income by investing primarily TAMIC
Portfolio in a professionally managed, diversified portfolio Subadviser: Federated
of fixed income securities. Investment Counseling, Inc.
Federated Stock Portfolio Seeks growth of income and capital by investing TAMIC
principally in a professionally managed and Subadviser: Federated
diversified portfolio of common stock of Investment Counseling, Inc.
high-quality companies (i.e., leaders in their
industries and characterized by sound management
and the ability to finance expected growth).
Large Cap Portfolio Seeks long-term growth of capital by investing TAMIC
primarily in equity securities of companies with Subadviser: FMR
large market capitalizations.
Lazard International Stock Seeks capital appreciation by investing primarily TAMIC
Portfolio in the equity securities of non-United States Subadviser: Lazard Asset
companies (i.e., incorporated or organized outside Management
the United States).
MFS Emerging Growth Seeks to provide long-term growth of capital. TAMIC
Portfolio Dividend and interest income from portfolio Subadviser: MFS
securities, if any, is incidental to the MFS
Portfolio's investment objective.
MFS Mid Cap Growth Seeks to obtain long-term growth of capital by TAMIC
Portfolio investing, under normal market conditions, at Subadviser: MFS
least 65% of its total assets in equity securities
of companies with medium market capitalization
which the investment adviser believes have
above-average growth potential.
MFS Research Portfolio Seeks to provide long-term growth of capital and TAMIC
future income. Subadviser: MFS
Strategic Stock Portfolio Seeks to provide an above-average total return TAMIC
through a combination of potential capital Subadviser: TIMCO
appreciation and dividend income by investing
primarily in high dividend yielding stocks
periodically selected from the companies included
in (i) the Dow Jones Industrial Average and (ii) a
subset of the S&P Industrial Index.
Travelers Quality Bond Seeks current income, moderate capital volatility TAMIC
and total return.
VARIABLE INSURANCE PRODUCTS
FUND II
Contrafund(R) Portfolio-- Seeks long-term capital appreciation by investing FMR
Service Class 2 primarily in common stocks of companies whose
value the adviser believes is not fully recognized
by the public.
</TABLE>

15
<PAGE> 63

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

GENERAL

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

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

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

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

- the distribution of various reports to contract owners.

Costs and expenses we incur include:

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

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

- other costs of doing business.

Risks we assume include:

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

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

16
<PAGE> 64

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 ten
years. Purchase payment credits are not considered in the calculation of the
withdrawal charge in the first year. We will assess the charge as a percentage
of the purchase payment and associated credits withdrawn as follows:

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

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

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

(b) any remaining free withdrawal allowance (as described below) (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

ADMINISTRATIVE CHARGES

17
<PAGE> 65

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.

MORTALITY AND EXPENSE RISK CHARGE

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

FUNDING OPTION EXPENSES

The charges and expenses of the funding options are summarized in the fee table
and are described in the accompanying prospectuses.

PREMIUM TAX

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

18
<PAGE> 66

which are submitted by market timing firms or other third parties on behalf of
more than one owner. We further reserve the right to limit transfers that we
determine will disadvantage other contract owners.

DOLLAR COST AVERAGING

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.

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.

19
<PAGE> 67

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

SYSTEMATIC WITHDRAWALS

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

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

TYPES OF OWNERSHIP

20
<PAGE> 68

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

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

BENEFICIARY

You name the beneficiary in a written request. The beneficiary has the right to
receive any death benefit proceeds under the contract upon the death of the
annuitant or a contract owner. If more than one beneficiary survives the
annuitant or contract owner, they will share equally in benefits unless
different shares are recorded with the Company by written request before the
death of the annuitant or contract owner. In the case of a non-spousal
beneficiary or a spousal beneficiary who has not chosen to assume the contract,
the death benefit proceeds will be held in a fixed account until the beneficiary
elects a Settlement Option or takes a distribution.

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

ANNUITANT

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

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

DEATH PROCEEDS BEFORE THE MATURITY DATE

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.

21
<PAGE> 69

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.

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

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

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

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

PAYMENT OF PROCEEDS

NONQUALIFIED CONTRACTS

22
<PAGE> 70

NONQUALIFIED CONTRACTS (CONTINUED)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
MANDATORY
BEFORE THE MATURITY DATE, UPON THE COMPANY WILL PAYOUT RULES
THE DEATH OF THE PAY THE PROCEEDS TO: UNLESS. . . APPLY*
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OWNER (WHO IS THE ANNUITANT) The Unless, the beneficiary is the Yes
(WITH NO JOINT OWNER) beneficiary(ies), or contract owner's spouse and the
if none, to the spouse elects to continue the
contract owner's contract as the new owner rather than
estate. receive the distribution.
- ---------------------------------------------------------------------------------------------------------------
JOINT OWNER (WHO IS NOT THE The surviving joint Unless the surviving joint owner is Yes
ANNUITANT) owner. the spouse and elects to assume and
continue the contract.
- ---------------------------------------------------------------------------------------------------------------
JOINT OWNER (WHO IS THE The Unless the beneficiary is the Yes
ANNUITANT) beneficiary(ies), or contract owner's spouse and the
if none, to the spouse elects to assume and continue
contract owner's the contract.
estate.
Or, unless there is a contingent
annuitant the contingent annuitant
becomes the annuitant and the
proceeds will be paid to the
surviving joint owner. If the
surviving joint owner is the spouse,
the spouse may elect to assume and
continue the contract.
- ---------------------------------------------------------------------------------------------------------------
ANNUITANT (WHO IS NOT THE The Unless, there is a contingent No
CONTRACT OWNER) beneficiary(ies). annuitant. Then, the contingent
annuitant becomes the annuitant and
the Contract continues in effect
(generally using the original
maturity date). The proceeds will
then be paid upon the death of the
contingent annuitant or owner.
- ---------------------------------------------------------------------------------------------------------------
ANNUITANT (WHO IS THE CONTRACT See death of "owner N/A
OWNER) who is the
annuitant" above.
- ---------------------------------------------------------------------------------------------------------------
ANNUITANT (WHERE OWNER IS A The beneficiary(ies) Yes (Death of
NONNATURAL PERSON/TRUST) (e.g. the trust). annuitant is
treated as death
of the owner in
these
circumstances.)
- ---------------------------------------------------------------------------------------------------------------
CONTINGENT ANNUITANT (ASSUMING No death proceeds N/A
ANNUITANT IS STILL ALIVE) are payable;
contract continues.
- ---------------------------------------------------------------------------------------------------------------
BENEFICIARY No death proceeds N/A
are payable;
contract continues.
- ---------------------------------------------------------------------------------------------------------------
CONTINGENT BENEFICIARY No death proceeds N/A
are payable;
contract continues.
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

23
<PAGE> 71

QUALIFIED CONTRACTS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
BEFORE THE MATURITY DATE, UPON THE COMPANY WILL MANDATORY PAYOUT
THE DEATH OF THE PAY THE PROCEEDS TO: UNLESS. . . RULES APPLY*
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OWNER/ANNUITANT The Yes
beneficiary(ies), or
if none, to the
contract owner's
estate.
- ---------------------------------------------------------------------------------------------------------------
BENEFICIARY No death proceeds N/A
are payable;
contract continues.
- ---------------------------------------------------------------------------------------------------------------
CONTINGENT BENEFICIARY No death proceeds N/A
are payable;
contract continues.
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

DEATH PROCEEDS AFTER THE MATURITY DATE

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

MATURITY DATE

Under the Contract, you can receive regular income payments (annuity payments).
You can choose the month and the year in which those payments begin (maturity
date). You can also choose among income payouts (annuity options) or elect a
lump sum distribution. 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.

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 certain 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

24
<PAGE> 72

options as you have selected during the accumulation period (contract value, in
Oregon). At least 30 days before the maturity date, you may transfer the
contract value among the funding options in order to change the basis on which
annuity payments will be determined. (See "Transfers.")

VARIABLE ANNUITY

FIXED ANNUITY

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.

25
<PAGE> 73

Life Annuity -- Annuity Reduced on Death of Primary Payee) will be the automatic
option as described in the Contract.

ANNUITY OPTIONS

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. (Fixed Account Only). We will make
periodic payments for the period selected.

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

RIGHT TO RETURN

26
<PAGE> 74

TERMINATION

You do not need to make any purchase payments after the first to keep the
Contract in effect. However, we reserve the right to terminate the Contract on
any business day if the contract value as of that date is less than $2,000 and
no purchase payments have been made for at least two years, unless otherwise
specified by state law. Termination will not occur until 31 days after the
Company has mailed notice of termination to the contract owner's last known
address and to any assignee of record. If the Contract is terminated, we will
pay you the cash surrender value (minus any credits applied within 12 months of
termination) less any applicable premium tax, and any applicable administrative
charge.

REQUIRED REPORTS

SUSPENSION OF PAYMENTS

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

Where state law permits, we may allow contract owners to transfer their contract
values into other annuities offered by us or our affiliated insurance companies
under rules then in effect.

THE SEPARATE ACCOUNTS
- --------------------------------------------------------------------------------

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<PAGE> 75

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

PERFORMANCE INFORMATION

From time to time, we may advertise several types of historical performance for
the Contract's funding options. Once we have 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
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). Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

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include published editorial comments and performance rankings compiled by
independent organizations (including, but not limited to, Lipper Analytical
Services, Inc. and Morningstar, Inc.) and publications that monitor the
performance of the Separate Account and the variable funding options.

FEDERAL TAX CONSIDERATIONS
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GENERAL TAXATION OF ANNUITIES

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

NONQUALIFIED ANNUITY CONTRACTS

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

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QUALIFIED ANNUITY CONTRACTS

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

OWNERSHIP OF THE INVESTMENTS

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concerning the circumstances in which investor control of the investments of a
segregated asset account may cause the investor, rather than the insurance
company, to be treated as the owner of the assets of the account." This
announcement, dated September 15, 1986, also stated that the guidance would be
issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular subaccounts [of a segregated asset
account] without being treated as owners of the underlying assets." As of the
date of this prospectus, no such guidance has been issued.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

TAXATION OF DEATH BENEFIT PROCEEDS

OTHER INFORMATION
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THE INSURANCE COMPANIES

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

FINANCIAL STATEMENTS

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

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IMSA

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

CONFORMITY WITH STATE AND FEDERAL LAWS

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

VOTING RIGHTS

LEGAL PROCEEDINGS AND OPINIONS

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THE TRAVELERS INSURANCE COMPANY

In March 1997, a purported class action entitled Patterman v. The Travelers,
Inc., et al. was commenced in the Superior Court of Richmond County, Georgia,
alleging, among other things, violations of the Georgia RICO statute and other
state laws by an affiliate of the Company, Primerica Financial Services, Inc.
and certain of its affiliates. Plaintiffs seek unspecified compensatory and
punitive damages and other relief. In October 1997, defendants answered the
complaint, denied liability and asserted numerous affirmative defenses. In
February 1998, on defendants' motion, the Superior Court of Richmond County
transferred the lawsuit to the Superior Court of Gwinnett County, Georgia.
Plaintiffs appealed the transfer order, and in December 1998 the Court of
Appeals of the State of Georgia reversed the lower court's decision. Defendants
petitioned the Georgia Supreme Court to hear an appeal from the decision of the
Court of Appeals, and the petition was granted in May 1998. In September 1999,
oral argument on defendants' petition was heard and, on February 28, 2000, the
Georgia Supreme Court affirmed the Georgia County Appeals and remanded the
matter to the Superior Court of Richmond County. In March 2000, defendants moved
the Georgia Supreme Court to reconsider its February 28, 2000 decision, and that
motion remains pending. Proceedings in the trial court have been stayed pending
appeal. Defendants intend to vigorously contest the litigation.

THE TRAVELERS LIFE AND ANNUITY COMPANY

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

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APPENDIX A
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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.

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APPENDIX B
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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. This waiver may not be available in all
states.)

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.

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APPENDIX C
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CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

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Copies of the Statement of Additional Information dated May 1, 2000 are
available without charge. To request a copy, please clip this coupon on the
dotted line above, enter your name and address in the spaces provided below, and
mail to: The Travelers Insurance Company, Annuity Investor Services, One Tower
Square, Hartford, Connecticut 06183. The Travelers Insurance Company Statement
of Additional Information is printed on Form L-21261S, and The Travelers Life
and Annuity Statement of Additional Information is printed on Form L-21262S

Name:
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Address:
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L-20672 May 1, 2000