TRAVELERS FUND BD III FOR VARIABLE ANNUITIES, N-4 EL, 1997-05-23

TRAVELERS FUND BD III FOR VARIABLE ANNUITIES
N-4 EL, 1997-05-23

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<PAGE> 1
Registration Statement No. ____________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

THE TRAVELERS INSURANCE COMPANY
(Name of Depositor)

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

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

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

Approximate Date of Proposed Public Offering: As soon as practicable
following the effectiveness
of the Registration Statement.

It is proposed that this filing will become effective (check appropriate box):
N/A immediately upon filing pursuant to paragraph (b) of Rule 485.
N/A on___________ pursuant to paragraph (b) of Rule 485.
N/A 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
N/A on ___________ pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:
_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

PURSUANT TO RULE 24f-2 OF THE INVESTMENT COMPANY ACT OF 1940, THE REGISTRANT
HEREBY DECLARES THAT AN INDEFINITE AMOUNT OF VARIABLE ANNUITY CONTRACT UNITS IS
BEING REGISTERED UNDER THE SECURITIES ACT OF 1933.

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

<PAGE> 2
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES

CROSS-REFERENCE SHEET

Form N-4

<TABLE>
<CAPTION>
Item
No. Caption in Prospectus
- --- ---------------------
<S> <C>
1. Cover Page Prospectus
2. Definitions Index of Special Terms
3. Synopsis Prospectus Summary
4. Condensed Financial Information Condensed Financial Information
5. General Description of Registrant, The Insurance Company; The Separate
Depositor, and Portfolio Companies Account and the Underlying Funds
6. Deductions Charges and Deductions; Distribution of
Variable Annuity Contracts
7. General Description of Variable The Annuity Contract
Annuity Contracts
8. Annuity Period The Annuity Period
9. Death Benefit Death Benefit
10. Purchases and Contract Value The Contract; Distribution of Variable Annuity
Contract
11. Redemptions Surrenders and Redemptions
12. Taxes Federal Tax Considerations
13. Legal Proceedings Legal Proceedings and Opinions
14. Table of Contents of Statement Appendix C - Contents of the Statement
of Additional Information of Additional Information

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

Information Required in a Prospectus
<PAGE> 4

TRAVELERS REAL INDEX VARIABLE ANNUITY

This prospectus describes THE REAL INDEX VARIABLE ANNUITY, a single premium
variable annuity contract (the "Contract") issued by The Travelers Insurance
Company (the "Company"). The Contract is available in connection with certain
retirement plans that qualify for special federal income tax treatment (such as
IRAs) as well as those that do not qualify for such treatment ("nonqualified
Contracts"). Real Index Variable Annuity is issued as an individual Contract or
as a group Contract. In states where only group Contracts are available, you
will be issued a certificate summarizing the provisions of the group Contract.
For convenience, this prospectus refers to both Contracts and certificates as
"Contracts."

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

<TABLE>
<S> <C>
Standard & Poor's 500 Index Fund Europe Australia Far East Index Fund
Standard & Poor's 400 Index Fund Smith Barney Equity Index Portfolio
Russell 2000 Index Fund Cash Income Trust
</TABLE>

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

In addition, you can choose to protect your investment by purchasing a guarantee
from Travelers called the Principal Protection Feature. If purchased, Travelers
will guarantee that, on the Principal Protection Expiration Date (the last day
of the eighth Contract Year), your Contract will be worth at least either 115%,
100%, or 90%, depending on your selection, of your Purchase Payment adjusted for
withdrawal reductions, even if the value of your Contract on that date is less
than your original payment. To qualify for the Principal Protection Feature, you
must allocate your original payment to one or more of the Protected Funding
Options and keep your payment in those Protected Funding Options until the
Principal Protection Expiration Date. There is a daily charge of up to 2.00%
annually of Contract Value for this feature, depending on the level of guarantee
chosen.

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about Fund BD IV by
requesting a copy of the Statement of Additional Information ("SAI") dated
, 1997. The SAI has been filed with the Securities and Exchange
Commission ("SEC") and is incorporated by reference into this prospectus. To
request a copy, write to The Travelers Insurance Company, Annuity Services, One
Tower Square, Hartford, Connecticut 06183, or call (800) 842-8573. The Table of
Contents of the SAI appears in Appendix B of this prospectus.

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

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

PROSPECTUS DATED , 1997
<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................. 2
FEE TABLES............................. 3
THE ANNUITY CONTRACT................... 6
Purchase Payments...................... 6
Accumulation Units..................... 6
The Funding Options.................... 7
Principal Protection Feature........... 7
Principal Protection Expiration Date... 8
Substitutions and Additions............ 8
CHARGES AND DEDUCTIONS................. 8
Withdrawal Charge...................... 8
Free Withdrawal Allowance.............. 8
Optional Principal Protection Fee...... 9
Principal Protection Cancellation Charge .. 9
Administrative Charges................. 9
Mortality and Expense Risk Charge...... 10
Reduction or Elimination of Contract
Charges.............................. 10
Funding Option Expenses................ 10
Premium Tax............................ 10
Changes in Taxes Based Upon Premium or
Value................................ 11
OWNERSHIP PROVISIONS................... 11
Types of Ownership..................... 11
Beneficiary............................ 11
Annuitant.............................. 10
TRANSFERS.............................. 11
Dollar Cost Averaging.................. 12
ACCESS TO YOUR MONEY................... 12
Systematic Withdrawals................. 13
DEATH BENEFIT.......................... 13
Standard Death Benefit................. 14
Enhanced Death Benefit................. 14
THE ANNUITY PERIOD..................... 15
Maturity Date.......................... 15
Allocation of Annuity.................. 16
Variable Annuity....................... 16
Fixed Annuity.......................... 16
PAYMENT OPTIONS........................ 16
Election of Options.................... 16
Annuity Options........................ 17
MISCELLANEOUS CONTRACT PROVISIONS...... 18
Right to Return........................ 18
Termination............................ 18
Required Reports....................... 18
Suspension of Payments................. 18
Transfers of Contract Values to Other
Annuities............................ 18
THE SEPARATE ACCOUNT................... 19
Mixed and Shared Funding............... 19
Performance Information................ 19
FEDERAL TAX CONSIDERATIONS............. 20
General Taxation of Annuities.......... 20
Nonqualified Annuity Contracts......... 20
Qualified Annuity Contracts............ 21
Penalty Tax for Premature
Distributions........................ 21
Ownership of the Investments........... 21
Federal Income Tax Withholding.........
OTHER INFORMATION...................... 22
Insurance Company...................... 22
Distribution Of Variable Annuity
Contracts............................ 22
Conformity with State and Federal
Laws................................. 22
Voting Rights.......................... 22
Legal Proceedings And Opinions......... 23
APPENDIX A: The Fixed Account.......... 24
APPENDIX B: Table of Contents of the
Statement of Additional
Information.......................... 30
</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......................
Annuitant..............................
Annuity Payments.......................
Annuity Unit...........................
Cash Surrender Value...................
Company (We, Our)......................
Contract Date..........................
Contract Owner (You, Your).............
Contract Value.........................
Contract Year..........................
Fixed Account Option...................
Funding Option(s)......................
Income Payments........................
Maturity Date..........................
Principal Protection Expiration Date...
Principal Protection Feature...........
Purchase Payment.......................
Written Request........................
</TABLE>

2
<PAGE> 6

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

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

LENGTH OF TIME FROM PURCHASE PAYMENT
</TABLE>

<TABLE>
<CAPTION>
(NUMBER OF YEARS) CHARGE
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 4%
7 3%
8 2%
9 and over 0%
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
(Waived if contract value is $50,000 or more) $30
ANNUAL SEPARATE ACCOUNT CHARGES:
(as a percentage of the average daily net assets of the Separate Account)
</TABLE>

<TABLE>
<CAPTION>
STANDARD ENHANCED
DEATH DEATH
BENEFIT BENEFIT
------------------
<S> <C> <C>
Mortality and Expense Risk Charge...................................................... 1.25% 1.45%
Administrative Charge.................................................................. 0.15% 0.15%
-------- --------
Total Separate Account Charges....................................................... 1.40% 1.60%
FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the Funding Option)
</TABLE>

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
FEE EXPENSES FUNDING
(AFTER EXPENSES (AFTER EXPENSES OPTION
PORTFOLIO NAME ARE REIMBURSED) ARE REIMBURSED) EXPENSES
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Standard & Poor's 500 Index Fund
Standard & Poor's 400 Index Fund
Russell 2000 Index Fund
Europe Australia Far East Index Fund
Smith Barney Equity Index Portfolio
Cash Income Trust

</TABLE>

NOTES:

The purpose of the Fee Table is to assist contract owners in understanding the
various costs and expenses that a contract owner will bear, directly or
indirectly. See "Charges and Deductions" in this prospectus for additional
information. Expenses shown do not include premium taxes, which may be
applicable.

3
<PAGE> 7

EXAMPLE*

Assuming a 5% annual return, a $1,000 investment would be subject to the
following expenses, if
(a) surrendered or withdrawn at the end of the period shown, or
(b) if annuitized, or if no withdrawals are made at the end of the period
shown.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
PORTFOLIO NAME 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Standard & Poor's 500 Index Fund
Standard & Poor's 400 Index Fund
Russell 2000 Index Fund
Europe Australia Far East Index Fund
Smith Barney Equity Index Portfolio
Cash Income Trust
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE REFLECTS THE $30 ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL
CHARGE OF .021% OF ASSETS. FOR NEW FUNDING OPTIONS, EXPENSES ARE GIVEN ONLY
FOR YEARS ONE AND THREE.

4
<PAGE> 8

FEE TABLE WITH PRINCIPAL PROTECTION FEATURE
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES

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

LENGTH OF TIME FROM PURCHASE PAYMENT
</TABLE>

<TABLE>
<CAPTION>
(NUMBER OF YEARS) CHARGE
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 4%
7 3%
8 2%
9 and over 0%
ANNUAL CONTRACT ADMINISTRATIVE CHARGE
(Waived if contract value is $50,000 or more) $30
PRINCIPAL PROTECTION CANCELLATION CHARGE
(as a percentage of purchase payment not previously withdrawn):
</TABLE>

<TABLE>
<CAPTION>
CONTRACT YEARS CHARGE
<S> <C>
1 -- 8 up to 4%
ANNUAL SEPARATE ACCOUNT CHARGES:
(as a percentage of the average daily net assets of the Separate Account)
</TABLE>

<TABLE>
<CAPTION>
STANDARD ENHANCED
DEATH DEATH
BENEFIT BENEFIT
------------------
<S> <C> <C>
Mortality and Expense Risk Charge...................................................... 1.25% 1.45%
Principal Protection Fee (maximum)*.................................................... 2.00% 2.00%
Administrative Charge.................................................................. 0.15% 0.15%
-------- --------
Total Separate Account Charges....................................................... 3.40% 3.60%
FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the Funding Option)
</TABLE>

</TABLE>

NOTES:

* The Principal Protection Fee is an annual insurance change that varies with
the level of guarantee chosen under the Principal Protection Feature. The
Principal Protection Fee is a maximum of 2.00% annually.

5
<PAGE> 9

EXAMPLE*

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Real Index Annuity is a contract between you, the contract owner, and
Travelers Insurance Company (called "us" or the "Company"). Under this contract,
you make purchase payment to us and we credit them to your account. The Company
promises to pay you an income, in the form of annuity or income payments,
beginning on a future date that you choose, the maturity date. The purchase
payment accumulates tax deferred in the funding options of your choice. We offer
multiple variable funding options, and one fixed account option. The contract
owner assumes the risk of gain or loss according to the performance of the
variable funding options. The contract value is the amount of purchase payments,
plus or minus any investment experience or interest. The contract value also
reflects all surrenders made and charges deducted. There is generally no
guarantee that at the maturity date the contract value will equal or exceed the
total purchase payments made under the Contract, except as noted under the
Principal Protection Guarantee provisions and under the Death Benefit provisions
described in this prospectus. The date the contract and its benefits became
effective is referred to as the contract date. Each anniversary of this contract
date is called a contract year.

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

PURCHASE PAYMENT

The single purchase payment must be at least $10,000. Under certain
circumstances, we may waive the minimum purchase payment requirement. For a
single purchase payment over $1 million, you must receive the Company's Home
Office approval before we will accept the purchase payments.

We will apply the single purchase payment within two business days after we
receive it at our Home Office. Our business day ends when the New York Stock
Exchange closes, usually 4:00 p.m. Eastern time.

ACCUMULATION UNITS

An accumulation unit is used to calculate the value of a Contract. An
accumulation unit works like a share of a mutual fund. Each funding option has a
corresponding accumulation unit value. The accumulation units are valued each
business day and may increase or decrease from day to day. The number of
accumulation units we will credit to your Contract once we receive a purchase
payment is determined by dividing the amount directed to each funding option by
the value of the accumulation unit. We calculate the value of an accumulation
unit for each funding option each day

6
<PAGE> 10

after the New York Stock Exchange closes. After the value is calculated, your
account is credited. During the annuity period (i.e., after the maturity date),
you are credited with annuity units.

FUNDING OPTIONS

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

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

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT ADVISER SUB-ADVISER
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Standard & Poor's 500 Travelers Asset Management
Index Fund International Co. ("TAMIC")
- --------------------------------------------------------------------------------------------
Standard & Poor's 400 TAMIC
Index Fund
- --------------------------------------------------------------------------------------------
Russell 2000 Index Fund TAMIC
- --------------------------------------------------------------------------------------------
Europe Australia Far TAMIC
East Index Fund
- --------------------------------------------------------------------------------------------
Smith Barney Equity
Index Portfolio
- --------------------------------------------------------------------------------------------
Cash Income Trust
</TABLE>

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

The Principal Protection Feature is available only if you invest in one or more
Protected Funding Options. The Protected Funding Options are the same as the
funding options above, but include the Principal Protection Feature. If you
chose the Principal Protection Feature, you may not change your allocation among
the Protected Funding options until the Principal Protection Expiration Date.

OPTIONAL PRINCIPAL PROTECTION FEATURE
You can choose to protect your investment by purchasing a guarantee from
Travelers called the Principal Protection Feature. If you select this feature at
the time you purchase your Contract, Travelers will guarantee that, on the
Principal Protection Expiration Date (which is the last day of the eighth
Contract Year), your Contract will be worth at least either 115%, 100%, or 90%
(depending on your choice of guarantees) of your original single Purchase
Payment adjusted for withdrawal reductions (including the Principal Protection
Cancellation Charge), even if the value of your Contract on that date is less
than your original payment. To qualify for the Principal Protection Feature, you
must allocate your original payment to one or more of the Protected Funding
Options listed above, and keep your payment in the Protected Funding Option(s)
you chose until the Principal Protection Expiration Date. There is an annual
insurance charge of up to 2.00% of Contract Value for this feature, depending on
the level of guarantee chosen.

If you buy the Principal Protection Feature when you purchase your Contract, you
may not transfer out of the Protected Funding Options before the end of the
eighth Contract Year. In addition, with the Principal Protection Feature, you
may not annuitize your Contract until after the Principal Protection Expiration
Date. However, you may withdraw all or part of your Contract Value before the
Principal Protection Expiration Date, subject to a Principal Protection
Cancellation Charge and withdrawal charges. The amounts you withdraw including
the withdrawal charge and Principal Protection Cancellation Charge will no
longer be protected by the Principal Protection Feature and will reduce the
amount of the principal guarantee proportionately.

7
<PAGE> 11

PRINCIPAL PROTECTION EXPIRATION DATE

If you purchase the Principal Protection Feature, Travelers will fulfill its
obligations under that feature on the Principal Protection Expiration Date
(which is the last day of the eighth Contract Year). On that date, Travelers
will contribute to your Contract Value any amount needed to bring your Contract
Value up to 115%, 100% or 90%, depending on your selection, of your original
payment adjusted for withdrawal reductions. In addition, on the Principal
Protection Expiration Date, Travelers will transfer your Contract Value to a
money market fund, the Cash Income Trust, within this Contract unless you inform
us in writing of a different investment choice. On and after the Principal
Protection Expiration Date, you may remain in the Contract and transfer to any
Funding Options, purchase a new Real Index Variable Annuity Contract with the
Principal Protection Feature, annuitize your contract, exchange this contract
for another annuity contract, or withdraw your Contract Value. Your registered
representative will help you with your decision.

SUBSTITUTIONS AND ADDITIONS

If any of the funding options become unavailable under the contract, 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, obtaining state approval
if applicable, and without prior approval of the SEC, to the extent required by
the 1940 Act or other applicable law. From time to time we may make new funding
options available.

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

WITHDRAWAL CHARGE

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

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

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

For purposes of the withdrawal charge and Principal Protection Cancellation
Charge calculations, any withdrawals will be deemed to be taken first from any
free withdrawal allowance (as described below); next from the remainder of the
purchase payment; and then from contract earnings (in excess of the free
withdrawal allowance). Unless you instruct us otherwise, we will deduct the
withdrawal charge from the allowance requested.

We will not deduct a withdrawal charge or Principal Protection Cancellation
Charge (1) from payments we make due to the death of the contract owner or the
death of the annuitant with no contingent annuitant surviving; or (2) minimum
distribution.

8
<PAGE> 12

FREE WITHDRAWAL ALLOWANCE

There is a 10% free withdrawal allowance available each year after the first
contract year. The available amount will be calculated as of the end of the
previous contract year. The free withdrawal allowance applies to any partial
withdrawals and to full withdrawals, except those transferred directly to
annuity contracts issued by other financial institutions. If you have selected
the Principal Protection Feature, the Principal Protection Cancellation charge
will not be assessed on the 10% free withdrawal allowance. However, any free
withdrawal allowance reduces the principal guarantee proportionately.

OPTIONAL PRINCIPAL PROTECTION FEE

Travelers offers you the option of purchasing a guarantee on your investment.
You can obtain protection for 115%, 100% or 90% of your principal if you buy the
Principal Protection Feature at the time you purchase your Contract. Under this
feature, Travelers will guarantee that, on the Principal Protection Expiration
Date (which is the last day of the eighth Contract Year), your Contract will be
worth at least either 115%, 100%, or 90% (depending on your choice of
guarantees) of your Purchase Payment, less a reduction for withdrawals,
withdrawal charges, and the Principal Protection Cancellation Charge, even if
the value of your Contract on that date is less than your original purchase
payment. Of course, if your Contract Value is more than the original payment,
you will receive the greater value. The Principal Protection Fee is deducted
daily from your Contract Value at a maximum annual rate of 2.00%. The Principal
Protection feature must be selected at the time you purchase your Contract and
will extend for the eight years from the Contract Date until the Principal
Protection Expiration Date. This guarantee is valid only if your contract is
held to the Principal Protection Expiration Date, and you do not annuitize prior
to that date.

PRINCIPAL PROTECTION CANCELLATION CHARGE

We will assess a Principal Protection Cancellation Charge if you select the
Principal Protection Feature and make a full or partial withdrawal from the
Contract.

The Principal Protection Cancellation Charge equals up to 4% percent of the
original purchase payment withdrawn. The percent charged depends on the
Principal Protection Feature elected.

If you have selected the Principal Protection Feature, any amounts you withdraw
(including the withdrawal charge and Principal Protection Cancellation Charge)
will no longer be protected by the Principal Protection Feature and will reduce
the amount of the principal guarantee proportionately.

ADMINISTRATIVE CHARGES

A Contract Administrative Fee of $30 is deducted annually from Contracts with a
value of less than $50,000. This fee compensates us for expenses incurred in
establishing and maintaining the Contract. The fee is deducted from the contract
value on the fourth Friday of each August by canceling accumulation units
applicable to each funding option on a pro rata basis. This fee will be prorated
from the date of purchase to the next date of assessment of the fee. A prorated
fee will also be made if the Contract is completely withdrawn or terminated. We
will not deduct a Contract Fee: (1) if the distribution results from the death
of the contract owner or the annuitant with no contingent annuitant surviving,
(2) after an annuity payout has begun, or (3) if the contract value on the date
of assessment is equal to or greater than $50,000.

An 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.

9
<PAGE> 13

MORTALITY AND EXPENSE RISK CHARGE

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

For those contract owners who have elected a standard death benefit provision,
the insurance charge is equivalent, on an annual basis, to 1.25% of the daily
net asset value of amounts held in the Separate Account.

For those contract owners who have elected an enhanced death benefit provision,
the insurance charge is equivalent, on an annual basis, to 1.45% of the daily
net asset value of amounts held in the Separate Account.

REDUCTION OR ELIMINATION OF CONTRACT CHARGES

The withdrawal charge, the Principal Protection Cancellation Charge, the
administrative charges, the mortality and expense risk charge and the Principal
Protection Fee under the Contract may be reduced or eliminated when certain
sales or administration of the Contract result in savings or reduction of
administrative or sales expenses, mortality and expense risks and/or the
Principal Protection Fee. Any such reduction will be based on the following: (1)
the size and type of group to which sales are to be made; (2) the total amount
of purchase payments to be received; and (3) any prior or existing relationship
with the Company. There may be other circumstances, of which we are not
presently aware, which could result in fewer sales expenses, administrative
charges, or mortality and expense risk charges. Any reduction or elimination of
the charges will be permitted only where it will not be discriminatory to any
person.

FUNDING OPTION EXPENSES

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

PREMIUM TAX

Certain state and local governments charge premium taxes ranging from 0% to
5.0%, depending upon jurisdiction. The Company is responsible for paying these
taxes and will determine the method used to recover premium tax expenses
incurred. Where required, the Company will deduct any applicable premium taxes
from the contract value either upon death, surrender, annuitization, or at the
time purchase payments are made to the Contract, but no earlier than when the
Company has a tax liability under state law.

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

OWNERSHIP PROVISIONS
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TYPES OF OWNERSHIP

Contract owner (you). The Contract belongs to the contract owner named in the
Contract (on the Specifications page), or to any other person to whom the
contract is subsequently assigned.

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An assignment of ownership or a collateral assignment may be made only for
nonqualified contracts. You have sole power during the annuitant's lifetime to
exercise any rights and to receive all benefits given in the contract provided
that you have not named an irrevocable beneficiary and provided the Contract is
not assigned.

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

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

BENEFICIARY

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

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

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

ANNUITANT

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

For nonqualified contracts only, the contract owner may also name one individual
as a contingent annuitant by written request before the Contract becomes
effective. A contingent annuitant may not be changed, deleted or added after the
Contract becomes effective. For Contracts issued in New York, a contingent
annuitant may not be named.

TRANSFERS
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Before the maturity date, you may transfer all or part of the contract value
between funding options if you have not elected the Principal Protection
Feature. There are no charges or restrictions on the amount or frequency of
transfers currently except for the Fixed Options; however, we reserve the right
to charge a fee for any transfer request, and to limit the number of transfers
to one in any six-month period. Since different funding options have different
expenses, a transfer of contract values from one funding option to another could
result in your investment becoming subject to higher or lower expenses. After
the maturity date, you may make transfers between funding options only with our
consent. If you have selected the Principal Protection Feature, you may not
transfer among the Protected Funding Options that you chose initially.

DOLLAR COST AVERAGING

This feature is not available if you selected the Principal Protection
Guarantee.

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

You may elect automated transfers through written request or other method
acceptable to the Company. You must have a minimum total contract value of
$10,000 to enroll in the Dollar Cost Averaging program. The minimum amount that
may be transferred through this program is $400.

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

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

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

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

If you select the Principal Protection Feature and withdraw any amounts prior to
the Principal Protection Expiration Date, the amounts withdrawn, including the
withdrawal charge and Principal Protection Cancellation Charge, will no longer
be protected by the principal guarantee and will reduce the amount of the
principal guarantee proportionately.

The Company 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 surrender that are not in good
order. We will contact you if there is a deficiency causing a delay and will
advise what is needed to act upon the withdrawal request.

SYSTEMATIC WITHDRAWALS

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

If you select the Principal Protection Feature and withdraw any amounts prior to
the Principal Protection Expiration Date, the amounts withdrawn (including the
withdrawal charge and Principal

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Protection Cancellation Charge) will no longer be protected by the principal
guarantee and will reduce the amount of the principal guarantee proportionately.

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.

DEATH BENEFIT
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Before the maturity date, a death benefit is payable to the beneficiary when
either the annuitant, the contract owner or the first of joint owners dies and
there is no contingent annuitant. The death benefit is calculated at the close
of the business day on which the Company's Home Office received due proof of
death. If the Company is notified of the annuitant's, contract owner's, or first
of the joint owner's death more than six months after the death, the death
benefit will be the contract value. A beneficiary may request that a death
benefit payable under the Contract be applied to one of the settlement options
available under the Contract. (See also "Nonqualified Annuity Contracts," in
this prospectus.)

For nonqualified contracts, if the contract owner (including the first of joint
owners) dies before the maturity date, a distribution may be required under the
minimum distribution requirements of the federal tax law. If so required, we
will recalculate the value of the death benefit under the provisions of "Death
Proceeds Before the Maturity Date," below. The value of the death benefit, as
recalculated, will be credited to the party taking distributions upon the death
of the contract owner with the annuitant or contingent annuitant surviving. This
will generally be the surviving joint owner or otherwise the beneficiary in
accordance with all the circumstances and the terms of the Contract. This party
may differ from the beneficiary who was named by the contract owner in a written
request and who would receive any remaining contractual benefits upon the death
of the annuitant. This party may be paid in a single lump sum, or by other
options, but should take distributions as required by minimum distribution
requirements of the federal tax law. If your spouse is the surviving joint
owner, he or she may elect to continue the Contract as owner rather than taking
a distribution under the Contract. (See "Nonqualified Annuity Contracts" in this
prospectus.) In this case, all references to age in the "Death Proceeds Before
the Maturity Date" section will be based on the contract owner's age rather than
the annuitant's age.

STANDARD DEATH BENEFIT

DEATH PROCEEDS BEFORE THE MATURITY DATE

If the Annuitant dies before age 85 and before the Maturity Date, we will pay
the Beneficiary the greatest of a), b) or c) below, less any applicable premium
tax or prior surrenders not previously deducted as of the Death Report Date:

a) the Contract Value;

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

c) the death benefit value, which will be reset once every eight years
to the then Current Contract Value, immediately preceding the Death
Report Date.

If the Annuitant dies on or after age 85 and before the Maturity Date, will we
pay the Beneficiary the Contract Value less any applicable premium tax as of the
Death Report Date.

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DEATH PROCEEDS AFTER THE MATURITY DATE

If the Annuitant dies on or after the Maturity Date, we will pay the Beneficiary
a death benefit consisting of any benefit remaining under the Annuity option
then in effect.

ENHANCED DEATH BENEFIT

DEATH PROCEEDS PRIOR TO THE MATURITY DATE.

IF ANNUITANT DIES BEFORE AGE 80 AND BEFORE THE MATURITY DATE, the death benefit
payable as of the Death Report Date will be the greater of (1) or (2) below,
less any applicable Premium Tax as of the Death Report Date:

(1) the Contract Value on the Death Report Date; or

(2) the 7% Roll-Up Death Benefit Value (as described below) available at
the death Report Date.

IF THE ANNUITANT DIES ON OR AFTER AGE 80, BUT BEFORE AGE 90 AND BEFORE THE
MATURITY DATE, the death benefit payable as of the death Report Date will be the
greater of (1) or (2) below, less any applicable Premium Tax as of the Death
Report Date:

(1) the Contract Value on the death Report Date; or

(2) the 7% Roll-Up Death Benefit Value (as described below) available at
the Annuitant's 80th Birthday, less any partial Surrender Reductions
(as described below) which occur after the Annuitant's 80th birthday.

IF ANNUITANT DIES ON OR AFTER AGE 90 AND BEFORE THE MATURITY DATE, the death
benefit payable as of the death Report Date will be the Contract Value on the
Death Report Date, less any applicable Premium Tax as of the Death Report Date.

ROLL-UP DEATH BENEFIT VALUE

On the Contract Date, the Roll-Up Death Benefit Value is equal to the Purchase
Payment. On each Contract Date anniversary, the Roll-Up Death Benefit Value will
be recalculated as follows:

(a) the Roll-Up Death Benefit Value as of the previous Contract Date
anniversary;

(b) minus any Partial Surrender Reductions (as described below) during the
previous Contract Year.

The result, increased by 7%, is the new Roll-Up Death Benefit Value.

On dates other than the Contract Date anniversary, the Roll-Up Death Benefit
Value equals:

(a) the Roll-Up Death Benefit Value on the previous Contract Date
anniversary;

(b) minus any Partial Surrender Reductions (as described below) since the
previous Contract Date anniversary.

The maximum Roll-Up Death Benefit payable equals 200% of the difference between
the Purchase Payment and all Partial Surrender Reductions (as described below).

PARTIAL SURRENDER REDUCTION

The partial surrender reduction referenced above is equal to (l) the amount of
the Roll-Up Death Benefit Value immediately prior to the reduction for the
partial surrender, multiplied by (2) the amount of the partial surrender divided
by the Contract Value immediately prior to the partial surrender.

DEATH BENEFIT AFTER THE MATURITY DATE.

If the annuitant dies on or after age 90 and before the maturity date, the death
benefit payable will be the contract value, less any applicable premium tax or
outstanding loans.

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IF THE ANNUITANT DIES ON OR AFTER AGE 90, the Company will pay the beneficiary a
death benefit in an amount equal to the contract value reduced by any applicable
premium tax and prior withdrawals.

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

MATURITY DATE

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

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

If you select the Principal Protection Feature, you may not select a maturity
date that is prior to the Principal Protection Expiration Date (that is, prior
to the last day of the eight contract year).

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

ALLOCATION OF ANNUITY

When an annuity option is elected, it may be elected as a variable annuity, a
fixed annuity, or a combination of both. (Variable payouts under this Contract
are not permitted in Florida or New Jersey.) If, at the time annuity payments
begin, no election has been made to the contrary, the cash surrender value will
be applied to provide an annuity funded by the same investment options (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; however, if the Principal Protection
Feature is selected, you may not transfer or annuitize prior to the Principal
Protection Expiration Date.

VARIABLE ANNUITY

You may choose an annuity payout that fluctuates depending on the investment
experience of the variable funding options. The number of annuity units credited
to the Contract is determined by dividing the first monthly annuity payment
attributable to each funding option by the corresponding annuity unit value as
of 14 days before the date annuity payments begin. An annuity unit is used to

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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. The amount applied to effect a
variable annuity will be the value of the funding options as of 14 days before
the date annuity payments begin less any applicable premium taxes not previously
deducted.

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

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

FIXED ANNUITY

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

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

ELECTION OF OPTIONS

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

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

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

On the maturity date, we will pay the amount due under the Contract in one lump
sum (except in Florida, where this is not permitted), or in accordance with the
payment option that you select.

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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 (contract value, in Oregon) 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 also
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.

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

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

RIGHT TO RETURN

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

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TERMINATION

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

REQUIRED REPORTS

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

SUSPENSION OF PAYMENTS

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

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

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

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

The Travelers Fund BD IV For Variable Annuities ("Fund") was established on
March 27, 1997 and is registered with the SEC as a unit investment trust
(separate account) under the Investment Company Act of 1940, as amended (the
"1940 Act"). The assets of Fund BD IV will be invested exclusively in the shares
of the variable Funding Options, as well as other variable funding options
available in similar variable annuity contracts offered by the Company.

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

All investment income and other distributions of the Funding Options are payable
to Fund BD IV. 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.

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MIXED AND SHARED FUNDING

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

PERFORMANCE INFORMATION

From time to time, we may advertise several types of historical performance for
the Contract's funding options. We may advertise the "standardized average
annual total returns" of the funding option, calculated in a manner prescribed
by the SEC, as well as the "non-standardized total return," as described below.
Examples of the performance figures are illustrated 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 ($30) is converted to a percentage of assets based on the
actual fee collected (or anticipated to be collected, if a new product), divided
by the average net assets for Contracts sold (or anticipated to be sold). Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

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

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

For funding options that were in existence prior to the date they became
available under Fund BD IV, the standardized and non-standardized average annual
total return quotations will show 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. The contract value at redemption may be more or less than original
cost.

In certain cases a newly created funding option has the same investment
objectives, investment adviser, and follows the same investment strategies as a
publicly-available (retail) mutual fund. In such cases, the performance of the
retail fund may be shown, adjusted for any contract charges

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and fees. Any such information presented would conform to the standardized and
nonstandardized performance requirements discussed above.

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

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

GENERAL TAXATION OF ANNUITIES

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

If you purchase an annuity contract under 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, pension and profit-sharing plans (including 401(k) plans),
and Keogh Plans. If you purchase the contract 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 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 includable in income
annually. Furthermore, for contracts issued after April 22, 1987, all deferred
increases in value will be includable in your income if you should transfer the
contract for an amount substantially less than the value of the contract.

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

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

20
<PAGE> 24

QUALIFIED ANNUITY CONTRACTS

Under a qualified annuity, since amounts paid into the contract have not yet
been taxed, the full amount of all withdrawals and annuity payments are taxed at
the ordinary income tax rate. The Contract is available as a vehicle for IRA
rollovers. There are special rules which govern the taxation of qualified
contracts, including 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 money
distributed was (1) paid on or after the owner dies; (2) paid if the taxpayer
becomes totally disabled, (as that term is defined in the Code); (3) paid in a
series of substantially equal payments made annually (or more frequently) under
a lifetime annuity; (4) paid as an immediate annuity; or (5) paid from purchase
payments made prior to August 14, 1982.

OWNERSHIP OF THE INVESTMENTS

Assets in the funding options must be owned by the Company and not by the
contract owner for federal income tax purposes. Otherwise, the deferral of taxes
is lost by the owner.

The Internal Revenue Service (IRS) has stated that a variable contract owner
will be considered the owner of the assets of a funding option if the owner has
some degree of control over those investments. The IRS has not, however,
described in detail the circumstances in which investor control of the
investments of a separate account may cause the investor, rather than the
insurance company, to be treated as the owner of the assets of the account.

We do not know if such guidance will be issued, or if it is, what standards may
be set. Furthermore, we do not know if such guidance may be issued with
retroactive effect. New regulations generally apply to future sales or to future
voluntary transactions in existing contracts. We therefore reserve the right to
modify the contract as necessary to attempt to maintain favorable tax treatment.

DIVERSIFICATION REQUIREMENTS

The Code states that in order to qualify for the tax benefits described above,
investments made in the separate account of any nonqualified variable annuity
contract must satisfy certain diversification requirements. Tax regulations
define how separate accounts must be diversified. We monitor the investments
constantly and believe that our accounts are adequately diversified. We intend
to administer all contracts subject to this provision of law in a manner that
will maintain adequate diversification.

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

THE INSURANCE COMPANY

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

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who

21
<PAGE> 25

represent the Company, and who are licensed registered representatives of the
Company or certain other registered broker-dealers. The compensation paid to
sales representatives will not exceed 6.5% of the payments made under the
Contracts.

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

Any sales representative or employee will have been qualified to sell variable
annuities under applicable federal and state laws. Each broker-dealer is
registered with the SEC under the Securities Exchange Act of 1934, and all are
members of the NASD. The principal underwriter for the Contracts is Tower Square
Securities, Inc., an affiliate of the Company; however, it is currently
anticipated that an affiliated broker-dealer may become the principal
underwriter for the Contracts during 1997.

CONFORMITY WITH STATE AND FEDERAL LAWS

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

VOTING RIGHTS

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

LEGAL PROCEEDINGS AND OPINIONS

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

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<PAGE> 26

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

THE FIXED ACCOUNT OPTION
(AVAILABLE ONLY if you have not selected the Principal Protection Feature)

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

The staff of the SEC does not generally review the disclosure in the prospectus
relating to the Fixed Option. Disclosure regarding the Fixed Option 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 Option, the Company assumes the risk of investment gain or loss,
guarantees a specified interest rate, and guarantees a specified periodic
annuity payment. The investment gain or loss of Fund BD VI or any of the funding
options does not affect the Fixed Option 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 Option contract value will not be less
than the amount of the purchase payments allocated to the Fixed Option, plus
interest credited as described below, less any applicable premium taxes or prior
surrenders. If the contract owner effects a surrender, the amount available from
the Fixed Option will be reduced by any applicable withdrawal charge as
described under "Charges and Deductions" in this prospectus.

Purchase payments allocated to the Fixed Option and any transfers made to the
Fixed Option 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, or subject to the provisions of, the Securities Act
of 1933 or Investment Company Act of 1940. We will invest the assets of the
Fixed Option at our discretion. Investment income from such Fixed Option assets
will be allocated to us and to the Contracts participating in the Fixed Option.

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

The initial rate for any allocations into the Fixed Option 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 Option in excess of 3% per year will
be determined in our sole discretion. You assume the risk that interest credited
to the Fixed Option may not exceed the minimum guarantee of 3% for any given
year.

TRANSFERS

You may make transfers from the Fixed Option 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 Option Value on the semiannual contract effective date
anniversary. (This restriction does not apply to transfers from the Dollar Cost
Averaging Program.) Amounts previously transferred from the Fixed Option to
other funding options may not be transferred back to the Fixed Option 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 Option to any of the funding options may
begin at any time. Automated transfers from the Fixed Option may not deplete
your Fixed Option value in a period of less than twelve months from your
enrollment in the Dollar Cost Averaging Program.

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<PAGE> 27

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

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

The Insurance Company
Principal Underwriter
Distribution and Management Agreement
Valuation of Assets
Independent Accountants
Financial Statements

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

Copies of the Statement of Additional Information dated May 1, 1997 (Form No.
L-12548S) 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 Services,
One Tower Square, Hartford, Connecticut 06183-9061.

Name:

Address:

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<PAGE> 28
PART B

Information Required in a Statement of Additional Information
<PAGE> 29

STATEMENT OF ADDITIONAL INFORMATION

dated

1997

for

THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES

ISSUED BY

THE TRAVELERS INSURANCE COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but
relates to, and should be read in conjunction with, the Individual Variable
Annuity Contract Prospectus dated , 1997. A copy of the Prospectus may be
obtained by writing to The Travelers Life and Annuity Company, Annuity
Services, One Tower Square, Hartford, Connecticut 06183-9061, or by calling
(860) 277-0111.

TABLE OF CONTENTS

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

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

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

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

TELEPHONE TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>
<PAGE> 30
THE INSURANCE COMPANY

The Travelers Insurance Company (the "Company"), a stock insurance company
chartered in 1864 in Connecticut. It is a wholly owned subsidiary of Travelers
Group Inc., a financial services holding company engaged, through its
subsidiaries, principally in four business segments: (i) Investment Services;
(ii) Consumer Finance Services; (iii) Life Insurance Services; and (iv) Property
and Casualty Insurance Services.

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

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

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

PRINCIPAL UNDERWRITER

Tower Square Securities, Inc. ("Tower Square"), an affiliate of the
Company, serves as principal underwriter for Fund BD III and the Contracts.
The offering is continuous. Tower Square is an indirect wholly owned subsidiary
of Travelers Group Inc. and its principal executive offices are located at One
Tower Square, Hartford, Connecticut.

DISTRIBUTION AND MANAGEMENT AGREEMENT

Under the terms of the Distribution and Management Agreement among
Fund BD III, the Company and Tower Square, the Company provides all
administrative services and mortality and expense risk guarantees related to
variable annuity contracts sold by the Company in connection with Fund BD
III. Tower Square performs the sales functions related to the Contracts. The
Company reimburses Tower Square for commissions paid, other sales expenses and
certain overhead expenses connected with sales functions. In 1997, an
affiliate of Tower Square may be substituted as the principal underwriter. The
Company also pays all costs (including costs associated with the preparation of
sales literature); all costs of qualifying Fund BD III and the variable
annuity contract with regulatory authorities; the costs of proxy solicitation;
and all custodian, accountant's and legal fees. The Company also provides
without cost to Fund BD III all necessary office space, facilities, and
personnel to manage its affairs.

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<PAGE> 31
VALUATION OF ASSETS

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

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

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

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

THE CONTRACT VALUE: The value of an Accumulation Unit on any Valuation Date is
determined by multiplying the value on the immediately preceding Valuation Date
by the net investment factor for the Valuation Period just ended. The net
investment factor is used to measure the investment performance of a Funding
Option from one Valuation Period to the next. The net investment factor for a
Funding Option for any Valuation Period is equal to the sum of 1.000000 plus
the net investment rate (the gross investment rate less any applicable Funding
Option deductions during the Valuation Period relating to the Insurance Charge
and the Funding Option Administrative Charge). The gross investment rate of a
Funding Option is equal to (a) minus (b), divided by (c) where:

(a) = investment income plus capital gains and losses (whether realized or
unrealized);

(b) = any deduction for applicable taxes (presently zero); and

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

ACCUMULATION UNIT VALUE. The value of the accumulation unit for each funding
option was initially established at $1.00. The value of an accumulation unit on
any Valuation Date is determined by multiplying the value on the preceding
Valuation Date by the net investment factor for the Valuation

2
<PAGE> 32
Period just ended. The net investment factor is calculated for each funding
option and takes into account the investment performance, expenses and the
deduction of certain expenses.

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

TELEPHONE TRANSFERS

A contract owner may place a transfer request by telephone. The telephone
transfer privilege is available automatically; no special election is necessary
for a contract owner to have this privilege. All transfers must be in
accordance with the terms of the Contract. In certain cases, the Company may
allow you to authorize your agent to make telephone transfers. Transfer
instructions are currently accepted on each Valuation Date between 9:00 a.m.
and 4:00 p.m., Eastern time, at 1-800-842-8573. Once instructions have been
accepted, they may not be rescinded; however, new telephone instructions may be
given the following day. If the transfer instructions are not in good order,
the Company will not execute the transfer and will promptly notify the caller.

The Company will make a reasonable effort to record each telephone transfer
conversation, but in the event that no recording is effective or available, the
contract owner will remain liable for each telephone transfer effected.
Additionally, the Company is not liable for acting upon instructions believed
to be genuine and in accordance with the procedures described above. As a
result of this policy, the contract owner may bear the risk of loss in the
event that the Company follows instructions that prove to be fraudulent.

FEDERAL TAX CONSIDERATIONS

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

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

3
<PAGE> 33
NONQUALIFIED ANNUITY CONTRACTS

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

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

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

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

INDIVIDUAL RETIREMENT ANNUITIES

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

4
<PAGE> 34
The Code provides for the purchase of a Simplified Employee Pension (SEP)
plan. A SEP is funded through an IRA with an annual employer contribution limit
of 15% of compensation up to $30,000 for each participant.

SIMPLE Plan IRA Form

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

QUALIFIED PENSION AND PROFIT-SHARING PLANS

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

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

FEDERAL INCOME TAX WITHHOLDING

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

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

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

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

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

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

A distribution including a rollover that is not a direct rollover will be
subject to the 20% withholding, and a 10% additional tax penalty may apply to
any amount not added back in the rollover. The 20% withholding may be recovered
when the participant or Beneficiary files a personal income tax return for

5
<PAGE> 35
the year if a rollover was completed within 60 days of receipt of the funds,
except to the extent that the participant or spousal Beneficiary is otherwise
underwithheld or short on estimated taxes for that year.

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

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

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

The portion of a periodic distribution which constitutes taxable income will
be subject to federal income tax withholding under the wage withholding tables
as if the recipient were married claiming three exemptions. A recipient may
elect not to have income taxes withheld or have income taxes withheld at a
different rate by providing a completed election form. Election forms will be
provided at the time distributions are requested. This form of withholding
applies to all annuity programs. AS OF January 1, 1997, a recipient receiving
periodic payments (e.g., monthly or annual payments under an annuity option)
which total $14,850 or less per year, will generally be exempt from periodic
withholding.

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

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

INDEPENDENT ACCOUNTANTS

(To be provided by amendment)

6
<PAGE> 36

STATEMENT OF ADDITIONAL INFORMATION
FUND BD III

Individual Variable Annuity Contract
issued by

The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183

<PAGE> 37
PART C

Other Information

Item 24. Financial Statements and Exhibits

(To be provided by amendment)

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

(b) Exhibits

1. Resolution of The Travelers Insurance Company Board of Directors
authorizing the establishment of the Registrant.

2. Not Applicable.

3(a). Form of Distribution and Management Agreement among the Registrant,
The Travelers Insurance Company and Tower Square Securities, Inc.

3(b). Form of Selling Agreement.

4. Variable Annuity Contract.

5. Application. To be filed by amendment.

6(a). Charter of The Travelers Insurance Company, as amended on October
19, 1994. (Incorporated herein by reference to Exhibit 3(a)(i) to
Registration Statement on Form S-2, File No. 33-58677, filed via
Edgar on April 18, 1995.)

6(b). By-Laws of The Travelers Insurance Company, as amended on October
20, 1994. (Incorporated herein by reference to Exhibit 3(b)(i) to
the Registration Statement on Form S-2, File No. 33-58677, filed
via Edgar on April 18, 1995.)

9. Opinion of Counsel as to the legality of securities being
registered.

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

(To be provided by amendment)
<PAGE> 38
13. Computation of Total Return Calculations - Standardized and
Non-Standardized. To be filed by amendment.

15(a). Powers of Attorney authorizing Ernest J. Wright or Kathleen A.
McGah as signatory for Michael A. Carpenter, Jay S. Benet, George
C. Kokulis, Robert I. Lipp, Ian R. Stuart, Katherine M. Sullivan
and Marc P. Weill.

<PAGE> 39
Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
Name and Principal Positions and Offices
Business Address with Insurance Company
- ---------------- ----------------------
<S> <C>
Michael A. Carpenter* Director, Chairman of the Board
President and Chief Executive Officer
Jay S. Benet* Director and Senior Vice President
George C. Kokulis* Director and Senior Vice President
Robert I. Lipp* Director
Ian R. Stuart* Director, Senior Vice President,
Chief Financial Officer, Chief
Accounting Officer and Controller
Katherine M. Sullivan* Director and Senior Vice President
and General Counsel
Marc P. Weill** Director and Senior Vice President
Stuart Baritz** Senior Vice President
Jay S. Fishman* Senior Vice President
Elizabeth C. Georgakopoulos* Senior Vice President
Barry Jacobson* Senior Vice President
Russell H. Johnson* Senior Vice President
Warren H. May* Senior Vice President
Christine M. Modie* Senior Vice President
David A. Tyson* Senior Vice President
F. Denney Voss* Senior Vice President
Paula Burton* Vice President
William Hogan* Vice President and Actuary
Donald R. Munson, Jr.* Second Vice President
Ernest J. Wright* Vice President and Secretary
Kathleen A. McGah* Assistant Secretary and Counsel
</TABLE>

Principal Business Address:
* The Travelers Insurance Company ** Travelers Group Inc.
One Tower Square 388 Greenwich Street
Hartford, CT 06183 New York, N.Y. 10013
<PAGE> 40
Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

OWNERSHIP OF THE TRAVELERS INSURANCE COMPANY

<TABLE>
<CAPTION>
Company State of Organization Ownership Principal Business
- ------- ---------------------- --------- ------------------
<S> <C> <C> <C>
Travelers Group Inc. Delaware Publicly Held ---------------
Associated Madison Companies Inc. Delaware 100.00 ----------------
PFS Services Inc. Georgia 100.00 ----------------
The Travelers Insurance Group, Inc. Connecticut 100.00 ----------------
The Travelers Insurance Company Connecticut 100.00 Insurance
</TABLE>

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

PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
THE TRAVELERS INSURANCE COMPANY

<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
AC Health Ventures, Inc. Delaware 100.00 Inactive
AMCO Biotech, Inc. Delaware 100.00 Inactive
Associated Madison Companies, Inc. Delaware 100.00 Holding company.
American National Life Insurance (T & C), Ltd. Turks and
Caicos Islands 100.00 Insurance
ERISA Corporation New York 100.00 Inactive
Mid-America Insurance Services, Inc. Georgia 100.00 Third party
administrator
National Marketing Corporation Pennsylvania 100.00 Inactive
PFS Services, Inc. Georgia 100.00 General partner and
holding company
The Travelers Insurance Group Inc. Connecticut 100.00 Holding company
Constitution Plaza, Inc. Connecticut 100.00 Real estate brokerage
</TABLE>

3/18/97
<PAGE> 41
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<C> <C> <C>
<S> <C> <C> <C>
KP Properties Corporation Massachusetts 100.00 Real estate
KPI 85, Inc. Massachusetts 100.00 Real estate
KRA Advisers Corporation Massachusetts 100.00 Real estate
KRP Corporation Massachusetts 100.00 Real estate
La Metropole S.A. Belgium 98.83 P-C insurance/
reinsurance
The Prospect Company Delaware 100.00 Investments
89th & York Avenue Corporation New York 100.00 Real estate
979 Third Avenue Corporation Delaware 100.00 Real estate
Meadow Lane, Inc. Georgia 100.00 Real estate
development
Panther Valley, Inc. New Jersey 100.00 Real estate
management
Prospect Management Services Company Delaware 100.00 Real estate
management
The Travelers Asset Funding Corporation Connecticut 100.00 Investment adviser
Travelers Capital Funding Corporation Connecticut 100.00 Furniture/equipment
The Travelers Insurance Company Connecticut 100.00 Insurance
The Plaza Corporation Connecticut 100.00 Holding company
The Copeland Companies New Jersey 100.00 Holding company
American Odyssey Funds Management, Inc. New Jersey 100.00 Investment advisor
American Odyssey Funds, Inc. Maryland 100.00 Investment management
Copeland Administrative Services, Inc. New Jersey 100.00 Administrative
services
Copeland Associates, Inc. Delaware 100.00 Fixed/variable
annuities
Copeland Associates Agency of
Ohio, Inc. Ohio 99.00 Fixed/variable
annuities
Copeland Associates of Alabama,
Inc. Alabama 100.00 Fixed/variable
annuities
Copeland Associates of Montana, Inc. Montana 100.00 Fixed/variable
annuities
Copeland Benefits Management Company New Jersey 51.00 Investment marketing
Copeland Equities, Inc. New Jersey 100.00 Fixed/variable
annuities
H.C. Copeland Associates, Inc.
of Massachusetts Massachusetts 100.00 Fixed annuities
Copeland Financial Services, Inc. New Jersey 100.00 Investment advisory
services.
Copeland Healthcare Services, Inc. New Jersey 100.00 Life insurance
marketing
H.C. Copeland and Associates, Inc. of
Texas Texas 100.00 Fixed/variable
annuities
Three Parkway Inc. - I Pennsylvania 100.00 Investment real
estate
</TABLE>

2
<PAGE> 42
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
Three Parkway Inc. - II Pennsylvania 100.00 Investment real
estate
Three Parkway Inc. - III Pennsylvania 100.00 Investment real
estate
Tower Square Securities, Inc. Connecticut 100.00 Broker dealer
Travelers Asset Management International
Corporation New York 100.00 Investment adviser
Travelers Distribution Company Delaware 100.00
Travelers Investment Adviser, Inc. Delaware 100.00 Investment Advisor
Travelers/Net Plus Agency of Ohio, Inc. Ohio 100.00 Insurance agency
Travelers/Net Plus Insurance Agency, Inc. Massachusetts 100.00 Insurance agency
Travelers/Net Plus, Inc. Connecticut 100.00
The Travelers Life and Annuity Company Connecticut 100.00 Life insurance
Travelers Insurance Holdings Inc. Georgia 100.00 Holding company
AC RE, Ltd. Bermuda 100.00 Reinsurance
American Financial Life Insurance Company Texas 100.00 Insurance
Primerica Life Insurance Company Massachusetts 100.00 Life insurance
National Benefit Life Insurance Company New York 100.00 Insurance
Primerica Financial Services (Canada)
Ltd. Canada 100.00 Holding company
PFSL Investments Canada Ltd. Canada 100.00 Mutual fund dealer
Primerica Financial Services Ltd. Canada 82.82 General agent
Primerica Life Insurance Company
of Canada Canada 100.00 Life insurance
The Travelers Insurance Corporation Proprietary Limited Australia 100.00 Inactive
Travelers Canada Corporation Canada 100.00 Inactive
Travelers Mortgage Securities Corporation Delaware 100.00 Collateralized
obligations
Travelers of Ireland Limited Ireland 99.90 Data processing
Travelers Property Casualty Corp. Delaware 82.00 Holding company
The Aetna Casualty and Surety Company Connecticut 100.00 Insurance company
AE Development Group, Inc. Connecticut 100.00
Aetna Casualty & Surety Company of Canada Canada 100.00
Aetna Casualty and Surety Company of America Connecticut 100.00 Insurance company
Aetna Casualty and Surety Company of Illinois Illinois 100.00 Insurance company
Aetna Casualty Company of Connecticut Connecticut 100.00 Insurance company
</TABLE>

3
<PAGE> 43
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
Aetna Commercial Insurance Company Connecticut 100.00 Insurance company
Aetna Excess and Surplus Lines Company Connecticut 100.00 Insurance Company
Aetna Lloyds of Texas Insurance Company Texas 100.00 Insurance company
Aetna National Accounts U.K. Limited United Kingdom 100.00 Insurance company
Axia Services, Inc. New York 100.00
Farmington Casualty Company Connecticut 100.00 Insurance company
Farmington Management, Inc. Connecticut 100.00
Urban Diversified Properties, Inc. Connecticut 100.00
The Standard Fire Insurance Company Connecticut 100.00
AE Properties, Inc. California 100.00
Aetna Insurance Company Connecticut 100.00 Insurance company
Aetna Insurance Company of Illinois Illinois 100.00 Insurance company
Aetna Personal Security Insurance
Company Connecticut 100.00 Insurance company
Community Rehabilitation Investment
Corporation Connecticut 100.00
The Automobile Insurance Company of
Hartford, Connecticut Connecticut 100.00 Insurance company
The Travelers Indemnity Company Connecticut 100.00 P-C insurance
Commercial Insurance Resources, Inc. Delaware 100.00 Holding company
Gulf Insurance Company Missouri 100.00 P-C insurance
Atlantic Insurance Company Texas 100.00 P-C insurance
Gulf Risk Services, Inc. Delaware 100.00 Claims/risk management
Gulf Underwriters Insurance
Company Missouri 100.00 P-C ins/surplus lines
Select Insurance Company Texas 100.00 P-C insurance
Countersignature Agency, Inc. Florida 100.00 Countersign ins policies
First Floridian Auto and Home Insurance
Company Florida 100.00 Insurance company
First Trenton Indemnity Company New Jersey 100.00 P-C insurance
Laramia Insurance Agency, Inc. North Carolina 100.00 Flood insurance
Secure Affinity Agency, Inc. Delaware 100.00 P-C insurance agency
The Charter Oak Fire Insurance Company Connecticut 100.00 P-C insurance
The Parker Realty and Insurance Agency,
Inc. Vermont 58.00 Real estate
The Phoenix Insurance Company Connecticut 100.00 P-C insurance
</TABLE>

4
<PAGE> 44
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
Constitution State Service Company Montana 100.00 Service company
The Travelers Indemnity Company of
America Georgia 100.00 P-C insurance
The Travelers Indemnity Company of
Connecticut Connecticut 100.00 Insurance
The Travelers Indemnity Company of
Illinois Illinois 100.00 P-C insurance
The Premier Insurance Company of
Massachusetts Massachusetts 100.00 Insurance
The Travelers Home and Marine Insurance
Company Indiana 100.00 P-C insurance
The Travelers Indemnity Company of
Missouri Missouri 100.00 P-C insurance
The Travelers Lloyds Insurance Company Texas 100.00 Non-life insurance
The Travelers Marine Corporation California 100.00 General insurance
brokerage
TI Home Mortgage Brokerage, Inc. Delaware 100.00 Mortgage brokerage
services
TravCo Insurance Company Indiana 100.00 P-C insurance
Travelers Bond Investments, Inc. Connecticut 100.00 Bond investments
Travelers General Agency of
Hawaii, Inc. Hawaii 100.00 Insurance agency
Travelers Medical Management
Services Inc. Delaware 100.00 Managed care
Travelers Specialty Property Casualty
Company, Inc. Connecticut 100.00 Insurance management
Primerica Convention Services, Inc. Georgia 100.00
Primerica Finance Corporation Delaware 100.00 Holding company
PFS Distributors, Inc. Georgia 100.00 General partner
PFS Investments Inc. Georgia 100.00 Broker dealer
PFS T.A., Inc. Delaware 100.00 Joint venture partner
Primerica Financial Services Home Mortgages, Inc. Georgia 100.00 Mortgage loan broker
Primerica Financial Services, Inc. Nevada 100.00 General agency
Primerica Financial Services Agency of New York, Inc. New York 100.00 General agency licensing
Primerica Financial Services Insurance Marketing of
Connecticut, Inc. Connecticut 100.00 General agency licensing
Primerica Financial Services Insurance Marketing of
Idaho, Inc. Idaho 100.00 General agency licensing
Primerica Financial Services Insurance Marketing of
Nevada, Inc. Nevada 100.00 General agency licensing
Primerica Financial Services Insurance Marketing of
Pennsylvania, Inc. Pennsylvania 100.00 General agency licensing
Primerica Financial Services Insurance Marketing of the
Virgin Islands, Inc. United States
Virgin Islands 100.00 General agency licensing
Primerica Financial Services Insurance Marketing of
Wyoming, Inc. Wyoming 100.00 General agency licensing
Primerica Financial Services Insurance Marketing, Inc. Delaware 100.00 General agency licensing
</TABLE>

5
<PAGE> 45
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
Primerica Financial Services of Alabama, Inc. Alabama 100.00 General agency licensing
Primerica Financial Services of Arizona, Inc. Arizona 100.00 General agency licensing
Primerica Financial Services of Kentucky Inc. Kentucky 100.00 General agency licensing
Primerica Financial Services of New Mexico, Inc. New Mexico 100.00 General agency licensing
Primerica Insurance Agency of Massachusetts, Inc. Massachusetts 100.00 General agency licensing
Primerica Insurance Marketing Services of
Puerto Rico, Inc. Puerto Rico 100.00 Insurance agency
Primerica Insurance Services of Louisiana, Inc. Louisiana 100.00 General agency licensing
Primerica Insurance Services of Maryland, Inc. Maryland 100.00 General agency licensing
Primerica Services, Inc. Georgia 100.00 Print operations
RCM Acquisition Inc. Delaware 100.00 Investments
SCN Acquisitions Company Delaware 100.00 Investments
SL&H Reinsurance, Ltd. Nevis 100.00 Reinsurance
Southwest Service Agreements, Inc. North Carolina 100.00 Warranty/service
agreements
Southwest Warranty Corporation Florida 100.00 Extended automobile
warranty
Berg Associates New Jersey 100.00 Inactive
CCC Holdings, Inc. Delaware 100.00 Holding company
Commercial Credit Company Delaware 100.00 Holding company.
American Health and Life Insurance Company Maryland 100.00 LH&A Insurance
Brookstone Insurance Company Vermont 100.00 Insurance managers
CC Finance Company, Inc. New York 100.00 Consumer lending
CC Financial Services, Inc. Hawaii 100.00 Consumer lending
CCC Fairways, Inc. Delaware 100.00 Investment company
Chesapeake Appraisal and Settlement Services Inc. Maryland 100.00 Appraisal/title
Chesapeake Appraisal and Settlement Services
Agency of Ohio Inc. Ohio 100.00 Appraisal/Title
City Loan Financial Services, Inc. Ohio 100.00 Direct loan
Commercial Credit Banking Corporation Oregon 100.00 Consumer finance
Commercial Credit Consumer Services, Inc. Minnesota 100.00 Consumer finance
Commercial Credit Corporation [AL] Alabama 100.00 Consumer finance
Commercial Credit Corporation [CA] California 100.00 Consumer finance
Commercial Credit Corporation [HI] Hawaii 100.00 Financial services
</TABLE>

6
<PAGE> 46
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
Commercial Credit Corporation [IA] Iowa 100.00 Consumer finance
Commercial Credit of Alabama, Inc. Delaware 100.00 Consumer lending
Commercial Credit of Mississippi, Inc. Delaware 100.00 Consumer finance
Commercial Credit Corporation [KY] Kentucky 100.00 Consumer finance
Certified Insurance Agency, Inc. Kentucky 100.00 Insurance agency
Commercial Credit Investment, Inc. Kentucky 100.00 Investment company
National Life Insurance Agency of Kentucky, Inc. Kentucky 100.00 Insurance agency
Union Casualty Insurance Agency, Inc. Kentucky 100.00 Insurance agency
Commercial Credit Corporation [MD] Maryland 100.00 Consumer finance
Action Data Services, Inc. Missouri 100.00 Data processing
Commercial Credit Plan, Incorporated [OK] Oklahoma 100.00 Consumer finance
Commercial Credit Corporation [NY] New York 100.00 Consumer finance
Commercial Credit Corporation [SC] South Carolina 100.00 Consumer finance
Commercial Credit Corporation [WV] West Virginia 100.00 Consumer finance
Commercial Credit Corporation NC North Carolina 100.00 Consumer finance
Commercial Credit Europe, Inc. Delaware 100.00 Inactive
Commercial Credit Far East Inc. Delaware 100.00 Inactive
Commercial Credit Insurance Services, Inc. Maryland 100.00 Insurance broker
Commercial Credit Insurance Agency (P&C) of
Mississippi, Inc. Mississippi 100.00 Insurance agency
Commercial Credit Insurance Agency of
Alabama, Inc. Alabama 100.00 Insurance agency
Commercial Credit Insurance Agency of
Hawaii, Inc. Hawaii 100.00 Insurance agency
Commercial Credit Insurance Agency of
Kentucky, Inc. Kentucky 100.00 Insurance agency
Commercial Credit Insurance Agency of
Massachusetts, Inc. Massachusetts 100.00 Insurance agency
Commercial Credit Insurance Agency of
Nevada, Inc. Nevada 100.00 Credit LH&A, P-C insurance
Commercial Credit Insurance Agency of New
Mexico, Inc. New Mexico 100.00 Insurance agency/Broker
Commercial Credit Insurance Agency of Ohio, Inc. Ohio 100.00 Insurance agency/broker
Commercial Credit International, Inc. Delaware 100.00 Holding company
Commercial Credit International Banking
Corporation Oregon 100.00 International lending
Commercial Credit Corporation CCC Limited Canada 100.00 Second mortgage loans
Commercial Credit Services do Brazil Ltda. Brazil 99.00 Inactive
</TABLE>

7
<PAGE> 47
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
Commercial Credit Services Belgium S.A. Belgium 100.00 Inactive
Commercial Credit Limited Delaware 100.00 Inactive
Commercial Credit Loan, Inc. [NY] New York 100.00 Consumer finance
Commercial Credit Loans, Inc. [DE] Delaware 100.00 Consumer finance
Commercial Credit Loans, Inc. [OH] Ohio 100.00 Consumer finance
Commercial Credit Loans, Inc. [VA] Virginia 100.00 Consumer finance
Commercial Credit Management Corporation Maryland 100.00 Intercompany services
Commercial Credit Plan Incorporated [TN] Tennessee 100.00 Consumer finance
Commercial Credit Plan Incorporated [UT] Utah 100.00 Consumer finance
Commercial Credit Plan Incorporated of Georgetown Delaware 100.00 Consumer finance
Commercial Credit Plan Industrial Loan Company Virginia 100.00 Consumer finance
Commercial Credit Plan, Incorporated [CO] Colorado 100.00 Consumer finance
Commercial Credit Plan, Incorporated [DE] Delaware 100.00 Consumer finance
Commercial Credit Plan, Incorporated [GA] Georgia 100.00 Consumer finance
Commercial Credit Plan, Incorporated [MO] Missouri 100.00 Consumer finance
Commercial Credit Securities, Inc. Delaware 100.00 Broker dealer
DeAlessandro & Associates, Inc. Delaware 100.00 Inactive
Park Tower Holdings, Inc. Delaware 100.00 Holding company
CC Retail Services, Inc. Delaware 100.00 Leasing, financing
Troy Textiles, Inc. Delaware 100.00 Inactive
Commercial Credit Development Corporation Delaware 100.00 Direct loan
Myers Park Properties, Inc. Delaware 100.00 Inactive
Travelers Home Mortgage Services of Alabama, Inc. Delaware 100.00 Inactive
Penn Re, Inc. North Carolina 100.00 Management company
Plympton Concrete Products, Inc. Delaware 100.00 Inactive
Resource Deployment, Inc. Texas 100.00 Management company
The Travelers Bank Delaware 100.00 Banking services
The Travelers Bank USA Delaware 100.00 Credit card bank
Travelers Home Equity, Inc. North Carolina 100.00 Financial services
CC Consumer Services of Alabama, Inc. Alabama 100.00 Financial services
</TABLE>

8
<PAGE> 48
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
CC Home Lenders Financial, Inc. Georgia 100.00 Financial services
CC Home Lenders, Inc. Ohio 100.00 Financial services
Commercial Credit Corporation [TX] Texas 100.00 Consumer finance
Commercial Credit Financial of Kentucky, Inc. Kentucky 100.00 Consumer finance
Commercial Credit Financial of West
Virginia, Inc. West Virginia 100.00 Consumer finance
Commercial Credit Plan Consumer Discount
Company Pennsylvania 100.00 Financial services
Commercial Credit Services of Kentucky, Inc. Kentucky 100.00 Financial services.
Travelers Home Mortgage Services, Inc. North Carolina 100.00 Financial services
Triton Insurance Company Missouri 100.00 P-C insurance
Verochris Corporation Delaware 100.00 Joint venture company
AMC Aircraft Corp. Delaware 100.00 Aviation
World Service Life Insurance Company Colorado 100.00 Life insurance
Greenwich Street Capital Partners, Inc. Delaware 100.00 Investments
Greenwich Street Investments, Inc. Delaware 100.00 Investments
Greenwich Street Capital Partners Offshore
Holdings, Inc. Delaware 100.00 Investments
Mirasure Insurance Company, Ltd. Bermuda 100.00 Inactive
Pacific Basin Investments Ltd. Delaware 100.00 Inactive
Primerica Corporation [WY] Wyoming 100.00 Inactive
Primerica, Inc. Delaware 100.00 Name saver
Smith Barney Corporate Trust Company Delaware 100.00 Trust company
Smith Barney Holdings Inc. Delaware 100.00 Holding company
Nextco Inc. Delaware 100.00 Purchasing
R-H Capital, Inc. Delaware 100.00 Investments
R-H Sports Enterprises Inc Georgia 100.00 Sports representation
SB Cayman Holdings I Inc. Delaware 100.00 Holding company
Greenwich (Cayman) I Limited Cayman Islands 100.00 Corporate services
Greenwich (Cayman) II Limited Cayman Islands 100.00 Corporate services
Greenwich (Cayman) III Limited Cayman Islands 100.00 Corporate services
SB Cayman Holdings II Inc. Delaware 100.00 Holding company
SB Cayman Holdings III Inc. Delaware 100.00 Holding company
</TABLE>

9
<PAGE> 49
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
SB Cayman Holdings IV Inc. Delaware 100.00 Holding company
Smith Barney (Delaware) Inc. Delaware 100.00 Holding company
1345 Media Corp. Delaware 100.00 Holding company
Corporate Realty Advisors, Inc. Delaware 100.00 Realty trust adviser
IPO Holdings Inc. Delaware 100.00 Holding company
Institutional Property Owners, Inc. V Delaware 100.00 Investments
Institutional Property Owners, Inc. VI Delaware 100.00 General partner
MLA 50 Corporation Delaware 100.00 Limited partner
MLA GP Corporation Delaware 100.00 General partner
Smith Barney Acquisition Corporation Delaware 100.00 Offshore fund adviser
Smith Barney Global Capital Management, Inc. Delaware 100.00 Investment management
Smith Barney Realty, Inc. Delaware 100.00 Investments
Smith Barney Risk Investors, Inc. Delaware 100.00 Investments
Smith Barney Venture Corp. Delaware 100.00 Investments
Smith Barney (Ireland) Limited Ireland 100.00 Fund management
Smith Barney Asia Inc. Delaware 100.00 Investment banking
Smith Barney Asset Management Group (Asia) Pte. Ltd. Singapore 100.00 Asset management
Smith Barney Canada Inc. Canada 100.00 Investment dealer
Smith Barney Capital Services Inc. Delaware 100.00 Derivative product
transactions
Smith Barney Cayman Islands, Ltd. Cayman Islands 100.00 Securities trading
Smith Barney Commercial Corp. Delaware 100.00 Commercial credit
Smith Barney Commercial Corporation Asia Limited Hong Kong 99.00 Commodities trading
Smith Barney Europe Holdings, Ltd. United Kingdom 100.00 Holding corp.
Smith Barney Europe, Ltd. United Kingdom 100.00 Securities brokerage
Smith Barney Futures Management Inc. Delaware 100.00 Commodities pool operator
Smith Barney Offshore Fund Ltd. Delaware 100.00 Commodity pool
Smith Barney Overview Fund PLC Dublin 100.00 Commodity fund
Smith Barney Inc. Delaware 100.00 Broker dealer
SBHU Life Agency, Inc. Delaware 100.00 Insurance brokerage
Robinson-Humphrey Insurance Services Inc. Georgia 100.00 Insurance brokerage
</TABLE>

10
<PAGE> 50
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
Robinson-Humphrey Insurance Services of
Alabama, Inc. Alabama 100.00 Insurance brokerage
SBHU Life Agency of Arizona, Inc. Arizona 100.00 Insurance brokerage
SBHU Life Agency of Indiana, Inc. Indiana 100.00 Insurance brokerage
SBHU Life Agency of Utah, Inc. Utah 100.00 Insurance brokerage
SBHU Life Insurance Agency of Massachusetts, Inc. Massachusetts 100.00 Insurance brokerage
SBS Insurance Agency of Hawaii, Inc. Hawaii 100.00 Insurance brokerage
SBS Insurance Agency of Idaho, Inc. Idaho 100.00 Insurance brokerage
SBS Insurance Agency of Maine, Inc. Maine 100.00 Insurance brokerage
SBS Insurance Agency of Montana, Inc. Montana 100.00 Insurance brokerage
SBS Insurance Agency of Nevada, Inc. Nevada 100.00 Insurance brokerage
SBS Insurance Agency of Ohio, Inc. Ohio 100.00 Insurance brokerage
SBS Insurance Agency of South Dakota, Inc. South Dakota 100.00 Insurance brokerage
SBS Insurance Agency of Wyoming, Inc. Wyoming 100.00 Insurance brokerage
SBS Insurance Brokerage Agency of Arkansas, Inc. Arkansas 100.00 Insurance brokerage
SBS Insurance Brokers of Kentucky, Inc. Kentucky 100.00 Insurance brokerage
SBS Insurance Brokers of New Hampshire, Inc. New Hampshire 100.00 Insurance brokerage
SBS Insurance Brokers of North Dakota, Inc. North Dakota 100.00 Insurance brokerage
SBS Life Insurance Agency of Puerto Rico, Inc. Puerto Rico 100.00 Insurance brokerage
SLB Insurance Agency of Maryland, Inc. Maryland 100.00 Insurance brokerage
Smith Barney Life Agency Inc. Louisiana 100.00 Insurance brokerage
Smith Barney (Hong Kong) Limited Hong Kong 100.00 Broker dealer
Smith Barney (Netherlands) Inc. Delaware 100.00 Broker dealer
Smith Barney International Incorporated Oregon 100.00 Broker dealer
Smith Barney (Singapore) Pte Ltd Singapore 100.00 Commodities
Smith Barney Pacific Holdings, Inc. British
Virgin Islands 100.00 Holding company
Smith Barney (Asia) Limited Hong Kong 100.00 Broker dealer
Smith Barney (Pacific) Limited Hong Kong 100.00 Commodities dealer
Smith Barney Securities Pte Ltd Singapore 100.00 Securities brokerage
Smith Barney Puerto Rico Inc. Puerto Rico 100.00 Broker dealer
The Robinson-Humphrey Company, Inc. Delaware 100.00 Broker dealer
</TABLE>

11
<PAGE> 51
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ----------------- ------------------
<S> <C> <C> <C>
Smith Barney Mortgage Brokers Inc. Delaware 100.00 Mortgage brokerage
Smith Barney Mortgage Capital Corp. Delaware 100.00 Mortgage-backed securities
Smith Barney Mortgage Capital Group, Inc. Delaware 100.00 Mortgage trading
Smith Barney Mutual Funds Management Inc. Delaware 100.00 Investment management
Smith Barney Asset Management Co., Ltd. Japan 100.00 Investment advisor
Smith Barney Strategy Advisers Inc. Delaware 100.00 Investment management
E.C. Tactical Management S.A. Luxembourg 100.00 Investment management
Smith Barney Offshore, Inc. Delaware 100.00 Decathlon Fund advisor
Decathlon Offshore Limited Cayman Islands 100.00 Commodity fund
Smith Barney S.A. France 100.00 Commodities trading
Smith Barney Asset Management France S.A. France 100.00 Com. based asset
management
Smith Barney Securities Investment Consulting Co. Ltd. Taiwan 99.00 Investrment analysis
Smith Barney Shearson (Chile) Corredora de Seguro Limitada Chile 100.00 Insurance brokerage
Structured Mortgage Securities Corporation Delaware 100.00 Mortgage-backed securities
The Travelers Investment Management Company Connecticut 100.00 Investment advisor
Smith Barney Private Trust Company New York 100.00 Trust company.
Smith Barney Private Trust Company of Florida Florida 100.00 Trust company
Tinmet Corporation Delaware 100.00 Inactive
Travelers Group Diversified Distribution Services, Inc. Delaware 100.00 Alternative marketing
Travelers Group Exchange, Inc. Delaware 100.00 Insurance agency
Travelers Services Inc. Delaware 100.00 Holding company
Tribeca Management Inc. Delaware 100.00
TRV Employees Investments, Inc. Delaware 100.00 Investments
TRV/RCM Corp. Delaware 100.00 Inactive
TRV/RCM LP Corp. Delaware 100.00 Inactive
</TABLE>

12
<PAGE> 52
Item 27. Number of Contract Owners

Not applicable.

Item 28. Indemnification

Section 33-320a of the Connecticut General Statutes ("C.G.S.") regarding
indemnification of directors and officers of Connecticut corporations provides
in general that Connecticut corporations shall indemnify their officers,
directors and certain other defined individuals against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses actually incurred
in connection with proceedings against the corporation. The corporation's
obligation to provide such indemnification generally does not apply unless (1)
the individual is successful on the merits in the defense of any such
proceeding; or (2) a determination is made (by persons specified in the statute)
that the individual acted in good faith and in the best interests of the
corporation; or (3) the court, upon application by the individual, determines in
view of all of the circumstances that such person is fairly and reasonably
entitled to be indemnified, and then for such amount as the court shall
determine. With respect to proceedings brought by or in the right of the
corporation, the statute provides that the corporation shall indemnify its
officers, directors and certain other defined individuals, against reasonable
expenses actually incurred by them in connection with such proceedings, subject
to certain limitations.

C.G.S. Section 33-320a provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

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

Rule 484 Undertaking

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liability (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE> 53
Item 29. Principal Underwriter

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

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

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

(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ----------------

Russell H. Johnson Chairman of the Board Chief Executive Officer,
President and Chief Operating Officer
William F. Scully, III Member, Board of Directors,
Senior Vice President, Treasurer
and Chief Financial Officer
Cynthia P. Macdonald Vice President, Chief Compliance
Officer, and Assistant Secretary
Joanne K. Russo Member, Board of Directors
Senior Vice President
William D. Wilcox General Counsel and Secretary
Kathleen A. McGah Assistant Secretary
Jay S. Benet Member, Board of Directors
George C. Kokulis Member, Board of Directors
Warren H. May Member, Board of Directors
Donald R. Munson, Jr. Senior Vice President
Stuart L. Baritz Vice President

<PAGE> 54
(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ----------------

Michael P. Kiley Vice President
Tracey Kiff-Judson Second Vice President
Robin A. Jones Second Vice President
Whitney F. Burr Second Vice President
Marlene M. Ibsen Second Vice President
John Taylor Second Vice President
John J. Williams, Jr. Director and Assistant Compliance Officer
Susan M. Cursio Director and Operations Manager
Dennis D. D'Angelo Director
Thomas P. Tooley Director
Nancy S. Waldrop Assistant Treasurer

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

Item 30. Location of Accounts and Records

(1) The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

The undersigned Registrant hereby undertakes:

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

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

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

The Company hereby represents:

(a) That the aggregate charges under the Contracts of the Registrant described
herein are reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Company.
<PAGE> 55
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement to be signed on
its behalf in the City of Hartford, State of Connecticut, on May 22, 1997.

THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES
(Registrant)

THE TRAVELERS INSURANCE COMPANY
(Depositor)

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

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on May 22, 1997.

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

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

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

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

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

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

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

*By: Ernest J. Wright, Attorney-in-Fact
<PAGE> 56
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- --- ----------- ----------------
<S> <C> <C>
1 Resolution of The Travelers Insurance Company Electronically
Board of Directors authorizing the establishment
of the Registrant.

3(a) Form of Distribution and Management Agreement among Electronically
the Registrant, The Travelers Insurance Company and
Tower Square Securities, Inc.

3(b) Form of Selling Agreement Electronically

4 Form of Variable Annuity Contract. Electronically

5 Application. To be filed by
amendment

6(a) Charter of The Travelers Insurance Company, as amended on October
19, 1994. (Incorporated herein by reference to Exhibit 3(a)(i) to
the Registration Statement on Form S-2, File No. 33-58677, filed
via Edgar on April 18, 1995.)

6(b) By-Laws of The Travelers Insurance Company, as amended on October
20, 1994. (Incorporated herein by reference to Exhibit 3(b)(i) to
the Registration Statement on Form S-2, File No. 33-58677, filed
via Edgar on April 18, 1995.)

9 Opinion of Counsel as to the legality of securities being Electronically
registered by Registrant.

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

13 Schedule for Computation of Total Return To be filed by
Calculations - Standardized and Non-Standardized. amendment

15(a) Powers of Attorney authorizing Ernest J. Wright or Electronically
Kathleen A. McGah as signatory for Michael A. Carpenter,
Jay S. Benet, George C. Kokulis, Robert I. Lipp, Ian R.
Stuart, Katherine M. Sullivan and Marc P. Weill.
</TABLE>

<PAGE> 1
EXHIBIT 1
CERTIFICATE

I, ERNEST J. WRIGHT, Secretary of THE TRAVELERS INSURANCE COMPANY,
DO HEREBY CERTIFY that by unanimous consent action of the Board of Directors of
The Travelers Insurance Company effective the 22nd day of October, 1993, the
following resolutions were adopted:

VOTED: That pursuant to authority granted by Section 38a-433a of the
Connecticut General Statutes, the Chairman of the Board, the
President or Chief Investment Officer, or any one of them acting
alone, for the purpose of doing variable life insurance or variable
annuity business, is authorized to establish a separate account or
accounts to invest in shares of investment companies pursuant to
plans and contracts issued and sold by the Company in connection
therewith.

VOTED: That the proper officers are authorized to take such action as may
be necessary to register as unit investment trust investment
companies under the Investment Company Act of 1940 the separate
account or accounts to be established to hold shares of investment
companies; to file any necessary or appropriate exemptive requests,
and any amendments thereto, for such separate account or accounts
under the Investment Company Act of 1940; to file one or more
registration statements, and any amendments, exhibits and other
documents thereto, in order to register plans and contracts of the
Company and interests in such separate account or accounts in
connection therewith under the Securities Act of 1933; and to take
any and all action as may in their judgment be necessary or
appropriate in connection therewith.

I FURTHER CERTIFY that by unanimous consent action of the Board of
Directors of The Travelers Insurance Company effective the 21st day of
September, 1994, the following resolution was adopted:

VOTED: That each officer and director who may be required, on their own
behalf and in the name and on behalf of the Company, to execute one
or more registration statements, and any amendments thereto, under
the Securities Act of 1933 and the Investment Company Act of 1940
relating to the separate account or accounts to be established to
invest in shares of investment companies is authorized to execute a
power of attorney appointing representatives to act as their
attorney and agent to execute said registration statement, and any
amendments thereto, in their name, place and stead; and that the
Secretary, or any Assistant Secretary designated by the Secretary,
is designated and appointed the agent for service of process of the
Company under the Securities Act of 1933 and the Investment Company
Act of 1940 in connection with such registration statement, and any
amendments thereto, with all the powers incident to such
appointment.

AND I DO FURTHER CERTIFY that the foregoing actions of the said
Board of Directors is still in full force and effect.

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
TRAVELERS INSURANCE COMPANY at Hartford, Connecticut, this 22nd day of May,
1997.

Ernest J. Wright
Secretary

<PAGE> 1
EXHIBIT 3(a)

FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT

DISTRIBUTION AND MANAGEMENT AGREEMENT made this ___ day of _____, 1997,
by and among The Travelers Insurance Company, a Connecticut stock insurance
company (hereinafter the "Company"), Tower Square Securities, Inc., a
Connecticut general business corporation (hereinafter "Tower Square"), and The
Travelers Fund BD III for Variable Annuities (hereinafter "Fund BD III "), a
separate account of the Company established by its President and Chief Executive
Officer pursuant to a resolution of the Company's Board of Directors on March
27, 1997, pursuant to Section 38a-433 of the Connecticut General Statutes.

1. The Company hereby agrees to provide all administrative services
relative to variable annuity contracts and revisions thereof (hereinafter
"Contracts") sold by the Company, the net proceeds of which or reserves for
which are maintained in Fund BD III.

2. Tower Square hereby agrees to perform all sales functions relative to
the Contracts. The Company agrees to reimburse Tower Square for commissions
paid, other sales expenses and properly allocable overhead expenses incurred in
performance thereof.

3. For providing the administrative services referred to in paragraph 1
above and reimbursing Tower Square for the sales functions referred to in
paragraph 2 above, the Company will receive the deductions for sales and
administrative expenses which are stated in the Contracts.

4. The Company will furnish at its own expense and without cost to Fund
BD III the administrative expenses of Fund BD III, including but not limited to:

(a) office space in the offices of the Company or in such other place
as may be agreed upon from time to time, and all necessary office
facilities and equipment;

(b) necessary personnel for managing the affairs of Fund BD III,
including clerical, bookkeeping, accounting and other office
personnel;

(c) all information and services, including legal services, required
in connection with registering and qualifying Fund BD III or the
Contracts with federal and state regulatory authorities,
preparation of registration statements and prospectuses,
including amendments and revisions thereto, and annual,
semi-annual and periodic reports, notices and proxy solicitation
materials furnished to variable annuity Contract Owners or
regulatory authorities, including the costs of printing and
mailing such items;

(d) the costs of preparing, printing, and mailing all sales
literature;

(e) all registration, filing and other fees in connection with
compliance requirements of federal and state regulatory
authorities;

(f) the charges and expenses of any custodian or depository appointed
by Fund BD III for the safekeeping of its cash, securities and
other property; and

(g) the charges and expenses of independent accountants retained by
Fund BD III.
<PAGE> 2
5. The services of the Company and Tower Square to Fund BD III
hereunder are not to be deemed exclusive and the Company and Tower Square shall
be free to render similar services to others so long as its services hereunder
are not impaired or interfered with thereby.

6. The Company agrees to guarantee that the annuity payments will not be
affected by mortality experience (under Contracts the reserves for which are
invested in Fund BD III) and as such assumes the risks (a) that the actuarial
estimate of mortality rates among annuitants may prove erroneous and that
reserves set up on the basis of such estimates will not be sufficient to meet
the Company's variable annuity payment obligations, and (b) that the charges for
services and expenses of the Company set forth in the Contracts may not prove
sufficient to cover its actual expenses. For providing these mortality and
expense risk guarantees, the Company will receive from Fund BD III an amount per
valuation period of Fund BD III, as provided from time to time.

7. This Agreement will be effective on the date executed, and will
remain effective until terminated by any party upon sixty (60) days notice;
provided, however, that this agreement will terminate automatically in the event
of its assignment by any of the parties hereto.

8. Notwithstanding termination of this Agreement, the Company shall
continue to provide administrative services and mortality and expense risk
guarantees provided for herein with respect to Contracts in effect on the date
of termination, and the Company shall continue to receive the compensation
provided under this Agreement.

9. This Agreement is subject to the provisions of the Investment
Company Act of 1940, as amended, and the rules of the Securities and Exchange
Commission.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and, in the case
of the Company and Tower Square, seals to be affixed as of the day and year
first above written.

THE TRAVELERS INSURANCE COMPANY
(Seal) By:____________________________
Title:_________________________
ATTEST:
_____________________________
Assistant Secretary
THE TRAVELERS FUND BD III FOR
VARIABLE ANNUITIES
By:____________________________
Title:_________________________
WITNESS:
_____________________________
TOWER SQUARE SECURITIES, INC.

By:____________________________
Title:_________________________
ATTEST: (SEAL)
_____________________________
Corporate Secretary

-2-

<PAGE> 1

Exhibit 3(b)

SELLING AGREEMENT

THIS AGREEMENT is made among Travelers Insurance Company ("TIC"), Travelers Life
and Annuity Companies ("TLAC"), (collectively the "Insurance Companies") and
Tower Square Securities (Underwriter) and , ("Broker/Dealer") together
with such affiliated insurance agencies (collectively the "Selling Entities")
as are specified on the Selling Agreement Schedule Page.

In consideration of the mutual promises contained in this agreement, the parties
agree as follows:

1. Purpose and Background. The Underwriter, the Insurance Companies,
Broker/Dealer and Selling Entities enter into this agreement for the purpose of
authorizing Broker/Dealer, through its insurance licensed agents as described in
Section 5 below, to solicit applications for such life insurance (including
variable life), annuity contracts (including fixed, variable, and modified
guaranteed annuity products) and, long term care insurance contracts
(collectively the "Insurance Policies") as are listed on the Selling Agreement
Schedule Pages (the "Schedule Pages"). These Schedules Page may be amended from
time to time to add other Insurance Policies.

2. Licensing and Appointment. The Insurance Companies have each respectively
appointed Underwriter to serve as the distributor and principal underwriter of
the variable life or variable annuity Insurance Policies. The Underwriter is
registered with the SEC, the National Association of Securities Dealers, Inc.
("NASD") and all appropriate state securities regulatory authorities as a
Broker/Dealer.

The Underwriter and Broker/Dealer desire that Broker/Dealer through its
registered representatives ("Registered Representatives") be authorized to sell
the Insurance Policies.

3. Securities Licensing/ NASD Compliance. Broker/Dealer shall, at all times when
performing its functions under this agreement, be registered as a securities
broker with the SEC and NASD and licensed or registered as a securities
broker-dealer in the states and other local jurisdictions that require such
licensing or registration in connection with sales of the variable products.

Broker/Dealer agrees to abide by all rules and regulations of the NASD and to
comply with all applicable state and insurance and securities laws and
regulations. For the purpose of compliance with any applicable federal or state
securities laws or regulations promulgated under them, Broker/Dealer
acknowledges and agrees that in performing Broker/Dealer services covered by
this Agreement, it is acting in the capacity of an independent broker and dealer
as defined by the By-Laws of the NASD and not as an agent or employee of either
Underwriter or any registered investment company.

<PAGE> 2

4. Insurance Licensing. Broker/Dealer (and if appropriate Insurance Selling
Entities) agree that at all times when performing its functions under this
agreement, the entity soliciting sales of the Insurance Policies will be validly
licensed as an insurance agency in the states and other jurisdictions that
require such licensing or registration in connection sales or solicitation of
the Insurance Policies. If applicable, Broker/Dealer represents that it or its
insurance agency affiliate is properly authorized under applicable state law to
receive insurance commissions generated from sales of the Insurance Policies.

Broker/Dealer and Selling Entities each represent that they are engaged in the
issuance of the Insurance Policies in accordance with federal securities laws
and the applicable insurance laws of those states in which the Insurance
Policies have been qualified for sale.

Broker/Dealer represents and warrants that it is authorized and licensed as an
agent under applicable state insurance laws to solicit, negotiate and effect the
contracts of insurance contemplated hereunder. In the event Broker/Dealer is not
licensed as such, an insurance agency affiliated with Broker/Dealer shall be
licensed as an agent under applicable state insurance laws to solicit, negotiate
and effect the contracts of insurance contemplated hereunder.

5. Appointment of Broker/Dealer. The Insurance Companies (and with respect to
any variable life insurance or annuity product, Underwriter) hereby authorize
the Broker/Dealer to sell those Insurance Policies listed on the Schedule Page,
as such page may be amended from time to time, the variable Insurance Policies
through its validly appointed and licensed registered representatives (the
"Registered Representatives"). Broker/Dealer is also appointed to perform
certain administrative services necessary to facilitate the solicitation and
sales of the Insurance Policies.

Broker/Dealer or, if applicable, Selling Entities, are appointed as a general
agencies of Insurance Companies and is authorized to sell the Insurance Policies
listed on the Schedule Pages.

Broker/Dealer and Selling Entities must comply with the following requirements:

(a) All securities services provided in connection with the sale of insurance
securities will be through registered representatives of Broker/Dealer;

(b) Unregistered employees will not engage in any securities activities, nor
receive any compensation based on transactions in insurance securities or the
provision of securities advice;

<PAGE> 3

(d) Customers purchasing variable Insurance Policies will make their checks
payable to Insurance Companies unless a Netting Agreement has been entered into;

For the purpose of compliance with any applicable state insurance laws or
regulations promulgated under them, Broker/Dealer acknowledges and agrees that
solely in performing the insurance-selling functions reflected by this
Agreement, it or its Registered Representative is acting as the agent of the
Insurance Companies, and in that capacity is authorized only to solicit
applications from the public for the Insurance Policies.

6. Responsibility for Registered Representatives Activities. Broker/Dealer will
select and supervise persons whom it will train to solicit applications for the
Insurance Policies in conformance with applicable state and federal laws and
regulations. Persons engaged in the sale of variable Insurance Policies will be
registered representatives of Broker/Dealer in accordance with the rules of the
NASD. All individuals soliciting sales of Insurance Policies will be properly
licensed and appointed to the Travelers Insurance Companies in accordance with
the state insurance laws of those jurisdictions in which the Insurance Policies
may lawfully be distributed.

The Insurance Companies shall have authority to determine whether to appoint or
terminate a particular registered representative of the Broker Dealer as an
agent of the Insurance Companies. Broker/Dealer agrees to cooperate in supplying
information or making recommendations necessary to complete such insurance agent
appointments. Additionally, Broker/Dealer shall supply the information required
in the "Recommendation Letter" set forth in Exhibit 1 for each of its agents for
which it seeks appointment.

Upon request by Underwriter, Broker/Dealer and/or Insurance Agency shall furnish
such appropriate records as may be necessary to establish supervision of its
Registered Representatives in connection with sales of the Insurance Policies.
Upon Underwriter's review of such supervisory materials, Broker/Dealer shall
make such changes to its registered representatives' rules of conduct as
Underwriter may reasonably request but only to the extent that such requests
relate to sales of the Insurance Policies.

Broker/Dealer shall notify Underwriter if any Registered Representative ceases
to be a registered representative of Broker/Dealer or ceases to maintain the
proper licensing required for the sale of the Insurance Policies or fails to
meet material rules and standards imposed by either Broker/Dealer or the Selling
Entities.

7. Suitability of Sales of Contract. Broker/Dealer will review all contract
proposals and applications for suitability and for completeness and correctness
as to form concerning sales of variable Insurance Policies. Broker/Dealer shall
also be responsible for ensuring compliance with NASD suitability rules and
standards applicable to purchases of the Insurance Policies.

<PAGE> 4

Broker/Dealer will promptly, but in no case later than the end of the business
day that Broker/Dealer receives applications and payment, forward to the
applicable Insurance Company, at addresses provided, all such applications found
suitable and in good form, together with any payments received with such
applications without deduction or reduction unless a Netting Agreement has been
entered into. Broker/Dealer will immediately return to the applicant all
applications together with any payments received therewith deemed by
Broker/Dealer to be unsuitable or not complete and correct as to form. The
Insurance Companies reserve the right to reject any Insurance Product
application and return any payment made in connection with an application which
is rejected. Insurance Policies issued on applications accepted by the Insurance
Companies will be forwarded to Broker/Dealer or at the direction of
Broker/Dealer to the registered representative for delivery to the Contract
Owner. Broker/Dealer shall obtain and retain a written receipt for each Contract
which Broker/Dealer delivers.

The parties acknowledge that sales and solicitations may, where consistent with
state insurance laws and regulations, be conducted either without an
application, or on a basis where an application is submitted subsequent to a
sale. If such sales procedures are permitted, Broker/Dealer agrees that it will
continue to be responsible for compliance with applicable laws concerning, among
other things, suitability and policy delivery requirements. Broker/Dealer agrees
to hold Underwriter harmless for any failure to follow such rules or
regulations.

8. Solicitation/Representatives Concerning the Contracts. Broker/Dealer will
perform the selling functions required by this Agreement in accordance with the
terms and conditions of any applicable prospectus(es). Broker/Dealer will make
only representations included in the prospectus or in any authorized
supplemental material. No sales solicitations, including the delivery of
supplemental sales literature or other such materials, shall occur, be delivered
to, or used with a prospective purchaser unless accompanied or preceded by
appropriate and then-current prospectus(es).

Any material prepared or used by Broker/Dealer or its Registered Representative,
which describes in whole or in part or refers by name or form to any of the
Insurance Companies' Insurance Policies or underlying funds or uses the name of
the Insurance Companies, Underwriter, or Travelers Group Inc., or the logos or
service marks of any of them, or the name, logos or service marks of any
"Affiliated Company" of any of them, as that term is defined in Section 2(a)(2)
of the Investment Company Act of 1940, must be approved by Underwriter in
writing prior to any such use.

Broker/Dealer and Selling Entities acknowledge that information pertaining to
Underwriter and Insurance Companies is proprietary in nature. Selling Entities
agree that they will not disclose any information concerning Insurance Companies
or Underwriter's products, services or programs or any person for consideration
or otherwise unless Broker/Dealer and/or Selling Entities consents to such use
in writing. Broker/Dealer and Selling Entities agree that, following the
termination of this Agreement for any reason, they will not enter into any plan,
program scheme or course of action which would

<PAGE> 5

systematically attempt to induce any Contract owner (s) away from Travelers,
except that Broker Dealer may always recommend a move to another company's
product if such move would be more suitable than Traveler's product for a
particular client or clients or in the event of a detrimental change in the
financial stability of Travelers which Broker Dealer believe would jeopardize
their clients.

9. Compensation. Compensation payable to Broker/Dealer on sales of the Contracts
solicited by Broker/Dealer will be paid to Broker/Dealer, or as necessary to
meet any and all legal requirements, to a licensed insurance affiliate, in
accordance with the compensation schedule(s) set forth on the Schedule Pages as
such Schedule Pages may be amended from time to time and are in effect at the
time the Contract payments are received by the applicable Insurance Company (in
the case of annuities) or at the time the applications are received (in the case
of life insurance). The Insurance Companies and Underwriter reserve the
privilege of revising the compensation schedules set forth in the Schedule Pages
at any time with thirty (30) days prior written notice to Broker/Dealer. The
parties understand that with regard to rate specials only, for the modified
guaranteed annuity contracts, commission schedules may be adjusted without
provision of prior notice.

10. Assignment of Agreement. This Agreement may not be assigned except by mutual
consent and will continue, subject to the termination by any party on written
notice to the other party, except that in the event Broker/Dealer ceases to be a
registered Broker/Dealer or a member of the NASD, this Agreement will
immediately terminate. Underwriter reserves the right to designate, at its sole
discretion, an alternative Principal Underwriter for the distribution of the
Contracts covered by this Agreement with thirty (30) days prior written notice
to Broker/Dealer except in the event that TIC replaces Underwriter as discussed
below.

The parties understand that if TIC replaces Underwriter any such substituted
party will automatically assume all of Underwriter's rights and duties under
this agreement. TIC may assume such functions itself or assign these to
affiliated, properly licensed broker-dealers. TIC will notify Broker/Dealer if
any such substitution occurs.

11. Indemnification. No party to this Agreement will be liable for any
obligation, act or omission of the other. Each party to this Agreement will hold
harmless and indemnify the (1) Registered Investment Companies which are used to
fund the Contracts, (2) Insurance Companies, (3) Underwriter, (4) Broker/Dealer,
and (5) Selling Entities, as appropriate, for any loss or expense suffered as a
result of the violation or noncompliance by any party to this agreement of any
of the terms of this agreement or of any applicable law or regulation. No party
nor any of its employees or agents will be liable to the other party for any
direct, special or consequential damages arising out of or in connection with
the performance of any services pursuant to the Agreement. Each party to this
agreement agrees to indemnify and hold harmless any other affected party for any
losses, claims, damages or liabilities (or actions in respect thereof) which
arise out of or are based on any untrue statement or alleged untrue statement of
a material fact required to be stated or

<PAGE> 6

necessary to make the statements made not misleading in the connection with the
solicitation, sale, or administration of the of the Insurance Policies.

12. Notices. All notices to the Insurance Companies or Underwriter relating to
this Agreement should be sent to the attention of :

The Travelers Insurance Companies
One Tower Square
Hartford, CT 06183-6091

All notices to Broker/Dealer will be duly given if mailed or
faxed to the address provided to Insurance Companies by Broker/Dealer from time
to time.

13. Independent Contractors. Underwriter and Insurance Companies are independent
contractors with respect to Broker/Dealer, Insurance Agency, and to Registered
Representatives.

14. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the state of Connecticut.

15. Amendment of Agreement. Underwriter reserves the right to amend this
Agreement at any time, and the submission of an application by Broker/Dealer
after notice of any such amendment has been sent to the other parties shall
constitute the other parties' agreement to any such amendment. The compensation
schedules attached to the Schedule Pages may, however, be revised at any time
without the provision of prior notice with regard to rate specials only for the
modified guaranteed annuities.

16. Termination. This Agreement may be terminated, without cause, by any party
upon thirty (30) days' prior written notice, and may be terminated, for failure
to perform satisfactorily or other cause, by any party immediately; and shall be
terminated if Broker/Dealer shall cease to be a registered Broker/Dealer under
the Securities Exchange Act of 1934, as amended, and a member of the NASD.
Notwithstanding, the following sections shall survive any such termination:
Sections 6, 8, 10, 11 and 14.

17. Waiver Upon Termination. Failure of any party to terminate this Agreement
for any of the causes set forth in this agreement will not constitute a waiver
of the right to terminate this Agreement at a later time for any of these
causes.

18. Books and Records. Broker/Dealer shall maintain all books and records
required by applicable laws and regulations in connection with the offer and
sale of the Insurance Policies. The books, accounts and records of Broker/Dealer
relating to the sale of the Insurance Policies shall be maintained so as to
clearly and accurately disclose the nature and details of all transactions.

6
<PAGE> 7

19. Cooperation with Regulatory Investigations. Broker/Dealer and Underwriter
agree to cooperate fully in any insurance, securities or other regulatory
investigation, inquiry, inspection, or proceeding or in any judicial proceeding
arising in connection with the Insurance Policies. Broker/Dealer and Underwriter
shall cooperate with each other to resolve any customer complaint, and each
agrees to promptly notify the other upon receipt of notice of any investigation,
claim, or proceeding involving the Contracts or any situation which would
materially affect the respective party's ability to perform its obligations
hereunder.

20. Fidelity Bond. Broker/Dealer represents that all of its directors, officers,
employees and Registered Representatives are and shall be continuously covered
by a blanket fidelity bond, covering for larceny and embezzlement, issued by a
reputable bonding company. This bond shall be maintained at Broker/Dealer's
expense and shall be, at least, of the form, type and amount required under the
NASD Rules of Fair Practice.

21. Counterparts. This Agreement may be executed in one or more counterpart,
each of which shall be deemed in all respects an original.

<PAGE> 8

In reliance on the representations set forth and in consideration of the
undertakings described herein, the parties represented below do hereby contract
and agree. This agreement is effective _______________, 1997

Travelers Insurance Company Travelers Life and Annuity
Company
By:________________________ By:________________________

Title:_____________________ Title:_____________________

Date:______________________ Date:______________________

Tower Square Securities, Inc. ___________________________
Broker Dealer

By:________________________ By:________________________

Title:_____________________ Title:_____________________

Date:______________________

___________________________ ___________________________
Insurance Agency Insurance Agency

By:________________________ By:________________________

Title:_____________________ Title:_____________________

Date:______________________ Date:______________________

ver. 2

<PAGE> 1
THE TRAVELERS INSURANCE COMPANY
o One Tower Square o Hartford, Connecticut o 06183

A STOCK COMPANY

We are pleased to provide you the benefits of this Variable Annuity
Contract. Please read your contract and all attached forms carefully.

RIGHT TO EXAMINE THIS CONTRACT

If this contract is returned to us at Our Office or to our Agent to be
canceled within 10 days after its delivery to you, we will pay you the
Contract Value determined as of the next valuation date after we
receive the Written Request at Our Office, plus any premium tax
charges or contract charges paid. If this Contract is issued as an
Individual Retirement Annuity (IRA), and is returned to us at Our
Office or to our Agent within 7 days of its delivery to you, we will
pay to you the full amount of any premium paid, without adjustment for
any premium tax charges or contract charges paid. After the contract
is returned, it will be considered as never in effect.

This contract is issued in consideration of the purchase payment. It is
subject to the terms and conditions stated on the attached pages, all of
which are a part of it.

Executed at Hartford, Connecticut

[GRAPHIC OMITTED]

President

This is a legal contract between you and us.
READ YOUR CONTRACT CAREFULLY.

Individual Deferred Variable Annuity Contract
Life Annuity Commencing at Maturity Date

Elective Options Non-Participating

ANNUITY PAYMENTS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN
BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
Right to Examine this Contract Cover Page

Contract Specifications Pages 3-4

Definitions Page 5

Owner, Beneficiary and Annuitant Provisions Pages 6-7

Purchase Payment and Valuation Provisions Pages 8-10

Death Benefit Provisions Page 11

Settlement Provisions Pages 12-13

General Provisions Pages 14-15

Table of Values Page 16

Annuity Tables Pages 17-22
</TABLE>

Any Riders or Endorsements follow the Annuity Tables.

Page 2
<PAGE> 3

CONTRACT SPECIFICATIONS

OWNER CONTRACT NUMBER
JOINT OWNER
CONTINGENT ANNUITANT
ANNUITANT
CONTRACT DATE
MATURITY DATE
PRINCIPAL PROTECTION EXPIRATION DATE
[PURCHASE PAYMENT]
- -------------------------------------------------------------------------
[MINIMUM PURCHASE PAYMENT: [$10,000]
MAXIMUM PURCHASE PAYMENT WITHOUT OUR APPROVAL: [$1,000,000]

SEPARATE ACCOUNT: [THE TRAVELERS FUND BD III]

INVESTMENT OPTIONS:
Funding Options: [Principal Protection Fee]
[Smith Barney Series Fund
Equity Index Portfolio*] [2.00% on an annual basis]
[Cash Income Trust]
Fixed Option

[*also available for Principal Protection]

Administrative Charge: [.15% on an annual basis]
Mortality and Expense Risk Charge: [1.45% on an annual basis]
The Administrative Charge and Mortality and Expense Risk Charge result in a
daily deduction of [.00004384] per fund.

Contract Fee: [$30.00 if Contract Value is less than $50,000 on the date the
charge assessed. Assessed annually on fourth Friday of August each year.]

Amounts deducted on surrender:
<TABLE>
<CAPTION>

Deferred Sales [ Principal Protection
Charge Percent Cancellation Charge
(Percent of Purchase (Percent of Purchase
Payment Not Payment Not
Contract Year Previously Surrendered) Previously Surrendered) ]
<S> <C> <C>
[1 6% 4%
2 6% 4%
3 5% 4%
4 5% 4%
5 4% 4%
6 4% 4%
7 3% 4%
8 2% 4%
9+ 0% 0%]
</TABLE>

Withdrawal Allowance: After the first Contract Year, you may take partial
surrenders of up to [10%] of your Contract Value annually as of the first
Valuation Date of any given Contract Year without imposition of otherwise
applicable contract charge(s) and fee(s). We reserve the right to not permit a
Withdrawal Allowance on a full surrender.

Allowable distributions prior to Contract Discontinuance not subject to amounts
deducted on surrender: [Death and minimum distribution (as defined by the
Internal Revenue Code).]

Page 3
<PAGE> 4

Transfer Charge: We reserve the right to assess a transfer charge of up to
[$10.00] on transfers exceeding [12] per year.

Upon annuitization, the Assumed Daily Net Investment Factor is [1.000081] for
Funding Options.

Termination: We reserve the right to terminate this contract when the Contract
Value is less than [$2,000].

Fixed Option Guaranteed Interest Periods: The initial rate for any deposit is
guaranteed for [one year] from date of deposit. Subsequent renewal rates will be
guaranteed for a calendar quarter.

Transfers: You may transfer up to [15%] of the Fixed Option value to any of the
Funding Options twice per year during the 30 days following the semi-annual
Contract Date anniversary.

If you have any questions concerning your contract, please contact Us at
[1-800-842-8573].

Page 4
<PAGE> 5
================================================================================
DEFINITIONS
================================================================================

Accumulation Unit - an accounting unit of measure used to calculate the value of
this contract before Annuity payments begin.

Age - age last birthday.

Annuitant - the person on whose life the Maturity Date and Annuity payments
depend.

Annuity Unit - an accounting unit of measure used to calculate the amount of
Annuity Payments.

Code - the Internal Revenue Code of 1986, as amended, and all related laws and
regulations which are in effect during the term of this contract.

Contract Date - the date on which the contract is issued.

Contract Discontinuance - termination of this contract by Us or Your Written
Request.

Contract Years - twelve month periods beginning with the Contract Date.

Death Report Date - the Valuation Date coincident with or next following the day
on which we have received 1) Due Proof of Death and 2) a Written Request for an
election of a single sum payment or an alternate Settlement Option as described
in the contract.

Due Proof of Death - (I) a copy of a certified death certificate; (ii) a copy of
a certified decree of a court of competent jurisdiction as to the finding of
death; (iii) a written statement by a medical doctor who attended the deceased;
or (iv) any other proof satisfactory to us.

Fixed Option - an account that consists of the assets under this contract other
than those in the Separate Account.

Funding Option - that portion of the assets of a Separate Account which is
allocated to a particular Underlying Fund.

Investment Options - the Funding Options and/or the Fixed Options under this
contract.

Maturity Date - the date on which the Annuity payments are to begin.

Our Office - the Home Office of The Travelers Insurance Company or any other
office which we may designate for the purpose of administering this contract.

Premium Tax - the amount of tax, if any charged by the state or municipality. We
will deduct any applicable Premium Tax from the Contract Value either upon
Surrender, annuitization, death, or at the time the Purchase Payment is made,
but no earlier than when We have the liability under state law.

Recorded - a Written Request is recorded when the information is noted in our
file for this contract.

Separate Accounts - those Separate Accounts indicated in the Contract
Specifications which we established for this class of contracts and certain
other contracts.

Settlement Options - an Annuity option elected under this contract.

Tax Qualified Contract - a contract used in a retirement plan or program that is
intended to qualify under Sections 401, 403, 408 or 414(d) of the Code.

Underlying Fund - an open-end diversified management investment company
indicated in the Contract Specifications, which serves as a variable investment
option under the Separate Account.

Valuation Date - a date on which a Funding Option is valued.

Valuation Period - the period between successive valuations.

We, us, our - The Travelers Insurance Company.

Written Request - written information including requests for contract changes
sent to us in a form and content satisfactory to us and received at Our Office.

You, your - the Owner, including a joint owner.

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<PAGE> 6
================================================================================
OWNER, BENEFICIARY AND ANNUITANT PROVISIONS
================================================================================

Owner
This contract belongs to the owner shown on the Contract Specifications or to
any person subsequently named in a Written Request of transfer of owner as
provided below. As owner, you have sole power during the Annuitant's lifetime
to exercise any rights and to receive all benefits given in this contract
provided you have not named an irrevocable Beneficiary and provided the
contract is not assigned.

You will be the recipient of all payments while the Annuitant is alive unless
you direct them to an alternate recipient under a Recorded payment direction.
An alternate recipient under a payment direction does not become the owner. A
payment direction is revocable by you at any time by Written Request giving 30
days advance notice.

Joint Owner
Joint Owners may be named in a Written Request prior to the Contract Date.
Joint owners may independently exercise transfers between accounts. All other
rights of ownership must be exercised by joint action. Joint owners own equal
shares of any benefits accruing or payments made to them. All rights of a
joint owner end at death if another joint owner survives. The entire interest
of the deceased joint owner in this contract will pass to the surviving joint
owner.

If the owner dies and is survived by the Annuitant before payment of an
Annuity Option begins, any surviving joint or succeeding owner is the
"designated beneficiary" referred to in Section 72(s) of the Code, and his or
her rights pre-empt those of the Beneficiary named in a Written Request.

Transfer of Owner
You may transfer ownership by Written Request. You may not revoke any transfer
after the effective date. Once the transfer of owner is Recorded by us, it
will take effect as of the date of your Request, subject to any payments made
or other actions taken by us before the recording.

Unless provided otherwise, a transfer does not affect the interest of any
Beneficiary designated prior to the effective date of the transfer.

A transfer of ownership may have adverse tax consequences to you as the former
owner.

Assignment
You may collaterally assign ownership of all or a portion of this contract by
Written Request without the approval of any Beneficiary unless irrevocably
named. You may not exercise any rights of ownership while the assignment
remains in effect without the approval of the collateral assignee. We are not
responsible for the validity of any assignment. Once the collateral assignment
is Recorded by us, it will take effect as of the date of your Written Request,
subject to any payments made or other actions taken by us before the Request
is received.

If a claim is made based on an assignment, we may require proof of interest of
the claimant. A Recorded assignment takes precedence over any rights of a
Beneficiary. Any amounts due under a Recorded assignment will be paid in a
single sum.

Please consult your tax advisor, an assignment may have adverse tax
consequences to you.

Creditor Claims
To the extent permitted by law, no right or benefit of the owner or
Beneficiary under this contract shall be subject to the claims of creditors or
any legal process except as may be provided by an assignment.

Beneficiary
The Beneficiary is the party named in a Written Request. The Beneficiary has
the right to receive any remaining contractual benefits upon the death of the
Annuitant, or under certain circumstances, upon the death of the owner. If
there is more than one Beneficiary surviving the Annuitant, the Beneficiaries
will share equally in benefits unless different shares are Recorded with us by
Written Request prior to the death of the Annuitant.

If the owner dies and is survived by the Annuitant before payment of an
Annuity Option begins, any surviving joint owner is the "designated
beneficiary" referred to in Section 72(s) of the Code, and his or her rights
pre-empt those of the Beneficiary named in a Written Request.

Page 6

<PAGE> 7

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.

Once a change in Beneficiary is Recorded by us, it will take effect as of the
date of the Written Request, subject to any payments made or other actions
taken by us before the recording.

If no Beneficiary has been named by you, or if no Beneficiary is living when
the Annuitant dies, the interest of any Beneficiary will pass:

a. if you are living, to you;
b. if you have died and there is a surviving joint owner, to the joint
owner;
c. if you have died and there is not a joint owner surviving, to your
estate.

Annuitant
The Annuitant is the individual shown on the Contract Specifications on whose
life the first Annuity payment is made. The Annuitant may not be changed after
the Contract Date.

Contingent Annuitant
You may name one individual as a contingent annuitant by Written Request prior
to the Contract Date. A contingent annuitant may not be changed, deleted or
added to the contract after the Contract Date. For purposes of this provision
the owner cannot be the Annuitant.

If the Annuitant dies prior to the Maturity Date while this contract is in
effect and while the contingent annuitant is living:

a. the death benefit will not be payable upon the Annuitant's death;
b. the contingent annuitant becomes the Annuitant; and
c. all other rights and benefits provided by this contract will continue
in effect.

When a contingent annuitant becomes the Annuitant, the Maturity Date remains
the same as previously in effect, unless otherwise provided.

Page 7
<PAGE> 8

================================================================================
PURCHASE PAYMENT AND VALUATION PROVISIONS
================================================================================

PURCHASE PAYMENT

Purchase Payment
The purchase payment is the payment you make for this contract and the
benefits it provides. The single purchase payment must be made to the contract
and is due and payable before the contract becomes effective. The purchase
payment is payable to us at Our Office or to one of our authorized
representatives. No purchase payments may be made to this contract after the
single purchase payment.

The net purchase payment applied to the Contract Value is equal to the
purchase payment less any applicable premium tax charge.

Allocation of Purchase Payment
We will apply your net purchase payment to provide Accumulation Units of
selected Funding Options and/or the Fixed Option of this contract. The
purchase payment will be applied within two business days following its
receipt at Our Office. The net purchase payment will be allocated to the
Investment Options in the proportion specified by you for this contract. The
available Underlying Funds to which Funding Option assets are allocated are
shown on the Contract Specifications; underlying funds may be subsequently
added or deleted.

FUNDING OPTION VALUATION

Number of Accumulation Units
The number of Accumulation Units to be credited to each Funding Option once
the purchase payment has been received by us will be determined by dividing
the net purchase payment applied to that Funding Option by the then
Accumulation Unit Value of that Funding Option.

Accumulation Unit Value
We determine the value of an Accumulation Unit in each Funding Option on each
Valuation Date by multiplying the value on the immediately preceding Valuation
Date by the net investment factor for that Funding Option for the Valuation
Period just ended.

The value of an Accumulation Unit on any date other than a Valuation Date will
be equal to its value as of the next Valuation Date.

Net Investment Factor
The net investment factor is a factor applied to measure the investment
performance of a Funding Option from one Valuation Period to the next. The net
investment factor for a Funding Option for any Valuation Period is equal to
the sum of 1.0000 plus the net investment rate.

Each Funding Option's net investment rate for a Valuation Period is equal to
the gross investment rate for that Funding Option, less the applicable Funding
Option deduction for the Valuation Period.

All Funding Option deductions are shown on the Contract Specifications.

The gross investment rate of a Funding Option for a Valuation Period is equal
to (1) divided by (2) where (1) is:

a) investment income, plus

b) capital gains and losses, whether realized or unrealized; less

c) a deduction for any tax levied against the Separate Account and its
Underlying Funds; and

(2) is the amount of the assets at the beginning of the Valuation Period.

Page 8
<PAGE> 9

The gross investment rate for a Funding Option may be either positive or
negative. If a Funding Option is invested in shares of an Underlying Fund,
assets are based on the net asset value of the Underlying Fund. Investment
income includes any distribution whose ex-dividend date occurs during the
Valuation Period.

FIXED OPTION VALUATION

Number of Accumulation Units - We will determine the number of Accumulation
Units to be credited to the Fixed Option on receipt of a purchase payment by
dividing the net purchase payment applied to the Fixed Option by the then
dollar value of one Accumulation Unit Value of the Fixed Option.

Accumulation Unit Value - We determine the value of an Accumulation Unit in
the Fixed Option on any day by multiplying the value on the immediately
preceding day by the net interest factor for the day on which the value is
being determined.

Net Interest Factor - The net interest factor for any day is the guaranteed
net interest rate which is equivalent to an effective annual interest rate of
3.00%, plus 1.0000. The method of crediting additional interest will be at our
discretion.

Interest is declared in advance. Before Annuity payments begin, we may credit
the Fixed Option with annual interest rates higher than the minimum guaranteed
interest rate of 3.00%. Interest rates may be higher or lower than the initial
interest rates, but not less than the minimum guaranteed interest rate of
3.00%. Additional amounts may be credited by us at our discretion for the
guaranteed interest periods shown on the Contract Specifications.

TRANSFER BETWEEN INVESTMENT OPTIONS

You may transfer all or any part of the Contract Value from one Funding Option
to any other Funding Option at any time up to 30 days before the due date of
the first Annuity payment. Additionally, you may transfer a part of the Fixed
Option value to any of the Funding Options, twice a year during the 30 days
following the semi-annual Contract Date Anniversary in the amount shown on the
Contract Specifications.

Amounts may generally be transferred from the Funding Options to the Fixed
Option at any time, up to 30 days before the due date of the first Annuity
payment. Amounts previously transferred from the Fixed Option to the Funding
Options may not be transferred back to the Fixed Option for a period of at
least 6 months from the date of transfer. We reserve the right to limit the
number of transfers from one Funding Option to any other Funding Option or to
the Fixed Option. We will not limit these transfers to less than one in any
six month period.

Transfers between Investment Options will result in the addition or deletion
of Accumulation Units having a total value equal to the dollar amount being
transferred to or from a particular Investment Option. The number of
Accumulation Units will be determined by using the Accumulation Unit Value of
the Investment Options involved as of the next valuation after we receive
notification of request for transfer. Transfers will be subject to any
applicable Transfer charge stated on the Contract Specifications.

CONTRACT VALUES

Contract Value
The Contract Value of this contract on any date equals the sum of the
accumulated values in the Investment Options. The accumulated value in a
Funding Option equals the number of outstanding Accumulation Units credited to
that Funding Option, multiplied by the then Accumulation Unit Value for that
Funding Option.

The Guaranteed Value of the Fixed Option equals the accumulated values of the
Fixed Option calculated by using the guaranteed net interest factor. The
Guaranteed Values of the Fixed Option are shown in the Table of Values.

Contract Fee
A Contract Fee in the amount and for the period shown on the Contract
Specifications will be deducted from the Contract Value to reimburse us for
administrative expenses relating to the contract. The Contract Fee will be
deducted by surrendering on a pro rata basis Accumulation Units from all
Funding Options in which you have an interest.

We will deduct the charge on a pro rata basis if the contract has been in
effect for less than a full period on the date a Contract Fee is deducted. The
Contract Fee will also be prorated upon full surrender or termination of the
contract.

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<PAGE> 10

Cash Surrender Value
The Cash Surrender Value is equal to the Contract Value less any amounts
deducted on surrender which are shown on the Contract Specifications and less
any applicable Premium Tax not previously deducted.

The Guaranteed Cash Surrender Value of the Fixed Option equals the Guaranteed
Value of the Fixed Option less any amounts deducted on surrender which are
shown on the Contract Specifications, less any applicable Premium Tax not
previously deducted. For Guaranteed Cash Surrender Values of the Fixed Option,
see the Table of Values.

Cash Surrender
You may elect by Written Request to receive the Cash Surrender Value of this
contract before the due date of the first Annuity payment and without the
consent of any Beneficiary unless irrevocably named. You may elect either a
full or partial surrender of the Cash Surrender Value. In the case of a full
surrender, this contract will be canceled. A partial surrender will result in
a reduction in your Contract Value. If you have a balance in more than one
Investment Option, your Contract Value will be reduced from all your
investment options on a pro rata basis, unless you request otherwise.

The Cash Surrender Value will be determined as of the next valuation following
receipt of your Written Request. We may delay payment of the Cash Surrender
Value of the Funding Options for a period of not more than five business days
after we receive your Written Request. We may delay payment of the Cash
Surrender Value of the Fixed Option for a period of not more than six months
after we receive your Written Request.

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================================================================================
DEATH BENEFIT PROVISIONS
================================================================================

DEATH OF ANNUITANT
A death benefit is payable to the Beneficiary upon the death of the Annuitant
before the Maturity Date, unless prior to the Maturity Date there is a
contingent annuitant surviving. A death benefit is also payable under those
Settlement Options which provide for death benefits. We will pay the
Beneficiary the death benefit in a single sum as described below upon
receiving Due Proof of Death. A Beneficiary may request that a death benefit
payable under this contract be applied to a Settlement Option subject to the
provisions of this contract and the current tax laws.

DEATH OF OWNER WITH ANNUITANT SURVIVING
If the owner is not the Annuitant, and the owner dies (including the first of
joint owners) before the Maturity Date and with the Annuitant surviving, we
will recalculate the value of the death benefit under the provisions of Death
Proceeds Prior To The Maturity Date below. The value of the death benefit, as
recalculated, will be paid in a single lump sum or by other election to the
party taking proceeds under the current tax laws. The party must take
distributions no later than under the applicable elections of that provision.
All references to annuitant in the Death Proceeds Prior to Maturity Date
provision will be replaced with reference to the owner.

DEATH PROCEEDS PRIOR TO THE MATURITY DATE
If the Annuitant dies before age 85 and before the Maturity Date, we will pay
the Beneficiary the greatest of a), b), or c) below, less any applicable
Premium Tax as of the Death Report Date:

a) the Contract Value on the Death Report Date;

b) the purchase payment less total partial surrenders under the contract;
or

c) the Reset Death Benefit Value as of the Death Report Date. The Reset
Death Benefit Value is redetermined once every eight years, at which
time it is set equal to the then current Contract Value. The Reset
Death Benefit Value will also be redetermined any time a partial
surrender is taken by reducing the Reset Death Benefit Value by a
Partial Surrender Reduction. A Partial Surrender Reduction is equal to
(1) the amount of the Reset Death Benefit Value immediately prior to
the partial surrender multiplied by (2) the amount of the partial
surrender divided by the Contract Value immediately prior to the
partial surrender.

If the Annuitant dies on or after age 85 and before the Maturity Date, we will
pay the Beneficiary the Contract Value on the Death Report Date less any
applicable Premium Tax as of the Death Report Date.

DEATH PROCEEDS AFTER THE MATURITY DATE
If the Annuitant dies on or after the Maturity Date, we will pay the
Beneficiary a death benefit consisting of any benefit remaining under the
Annuity option then in effect.

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<PAGE> 12

================================================================================
SETTLEMENT PROVISIONS
================================================================================

MATURITY DATE

The Maturity Date is shown on the Contract Specifications. This is the date on
which we will begin paying to you the first of a series of Annuity payments in
accordance with the Settlement Option elected by you. Annuity payments will
begin under this contract on the Maturity Date unless the contract has been
fully surrendered or the proceeds have been paid to the Beneficiary prior to
that date. We may require proof that the Annuitant is alive before Annuity
payments are made. If no Maturity Date is specified, the automatic Maturity
Date will be the greater of when the Annuitant reaches age 85 or ten years
after the Contract Date.

Additionally, to the extent permitted by law, at least 30 days before the
original Maturity Date, you may change the Maturity Date by Written Request to
any time prior to the Annuitant's 85th birthday or to a later date with our
consent.

ELECTION OF SETTLEMENT OPTIONS

On the Maturity Date, or other agreed upon date, we will pay the amount
payable under this contract to you in one lump sum or in accordance with the
Settlement Option elected by you. While the Annuitant is alive, you may change
your Settlement Option election by Written Request, but only before the
Maturity Date. Once Annuity payments have commenced, no further election
changes are allowed.

During the Annuitant's lifetime, if no election has been made on the Maturity
Date, we will pay to you the first of a series of monthly Annuity payments
based on the life of the Annuitant, in accordance with Annuity Option 2, with
120 monthly payments assured.

MINIMUM AMOUNTS

The minimum amount that can be placed under a Settlement Option is $2,000
unless we consent to a lesser amount. If any periodic payments due are less
than $100.00, we reserve the right to make payments at less frequent
intervals.

ALLOCATION OF ANNUITY

At the time an election of one of the Annuity Options is made, the person
electing the option may further elect to have the Cash Surrender Value applied
to provide a Variable Annuity, a Fixed Annuity or a combination of both.

If no election is made to the contrary, the value of a Funding Option will be
applied when Annuity payments start to provide an Annuity which varies with
the investment experience of that same Funding Option and the value of the
Fixed Option will be applied to provide a Fixed Annuity.

You may elect to transfer Contract Value from one Investment Option to
another, as described in the provision "Transfer Between Accounts," in order
to reallocate the basis on which Annuity payments will be determined. Once
Annuity payments start, you may, with our consent, change the allocation of
your values in each Funding Option.

VARIABLE ANNUITY

Amount of Basic First Payment

The Life Annuity Tables are used to determine the basic first monthly Annuity
payment. They show the dollar amount of the basic first monthly Annuity
payment which can be purchased with each $1,000 applied. The actual amount of
the basic payments in each Funding Option is found by multiplying the number
of Annuity Units credited to the contract in that Funding Option by the
Annuity Unit Value of the Funding Option as of the date 14 days prior to the
date on which the payment is due. We reserve the right to require satisfactory
proof of the age of any person on whose life Annuity payments are based before
making the first payment under any of these options.

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Annuity Unit Value

On any Valuation Date, the Annuity Unit Value for a Funding
Option equals the Funding Option Annuity Unit Value on the immediately preceding
Valuation Date, multiplied by the net investment factor for that Funding Option
for the Valuation Period just ended, divided by the Assumed Daily Net Investment
Factor. The Assumed Daily Net Investment Factor is shown on the Contract
Specifications.

The Value of an Annuity Unit as of any date other than a Valuation Date will be
equal to its value as of the next succeeding Valuation Date.

Number of Annuity Units

We determine the number of Annuity Units credited to this contract in each
Funding Option by dividing the basic first monthly Annuity payment attributable
to that Funding Option by the Funding Option's Annuity Unit Value as of 14 days
before the due date of the first Annuity payment.

Amount of Second and Subsequent Basic Payments

The dollar amount of the second and subsequent payments may change from month to
month. The total amount of each Annuity payment will be equal to the sum of the
basic payments in each Funding Option.

FIXED ANNUITY

A Fixed Annuity is an Annuity with payments which remain fixed as to dollar
amount throughout the payment period. The Life Annuity Tables are used to
determine the monthly Annuity payment. They show the dollar amount of monthly
Annuity payment which can be purchased with each $1,000 applied. The amount
applied to the Fixed Annuity will be equal to the Cash Surrender Value
applicable to the Fixed Annuity determined as of the date Annuity payments
start. If it would produce a larger payment, we agree that the Fixed Annuity
payment will be determined using the Life Annuity Tables in effect on the
Maturity Date.

ANNUITY OPTIONS

Subject to conditions stated in Elections Of Settlement Options and Minimum
Amounts, all or any part of the Cash Surrender Value of this contract may be
paid under one or more of the Annuity Options below. We may offer additional
options.

Option 1. Life Annuity - No Refund

We will make monthly annuity payments during
the lifetime of the person on whose life the payments are based, ending with the
last monthly payment preceding death.

Option 2. Life Annuity with 120, 180 or 240 Monthly Payments Assured

We will make monthly Annuity payments during the lifetime of the person on whose
life the payments are based. If at the death of that person, payments have been
made for less than 120, 180, or 240 months, as elected, we will continue to make
payments to the designated Beneficiary during the remainder of the period.

Option 3. Joint and Last Survivor Life Annuity

We will make monthly Annuity payments during the joint lifetime of two persons
on whose lives payments are based and during the lifetime of the survivor. No
more payments will be made after the death of the survivor.

Option 4. Joint and Last Survivor Life Annuity - Annuity Reduced on Death of
Primary Payee

We will make monthly Annuity payments during the joint lifetime of two persons
on whose lives payments are based. One of the two persons will be designated as
the primary payee. The other will be designated as the secondary payee. On the
death of the secondary payee, if survived by the primary payee, we 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, if survived by the secondary payee, we will continue
to make monthly 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 following the death of the
survivor.

Option 5. Payments for a Fixed Period

We will make monthly payments for the period selected.

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================================================================================
GENERAL PROVISIONS
================================================================================

The Contract

The entire contract between you and us consists of the contract and all attached
pages.

Contract Changes

The only way this contract may be changed is by a written endorsement signed by
one of our officers.

Substitution of Separate Account or Underlying Funds

If it is not possible to continue to offer a Separate Account or Underlying
Fund, or in our judgment becomes inappropriate for the purposes of this
contract, we may substitute another Separate Account or Underlying Fund without
your consent. Substitution may be made with respect to both existing investments
and investment of future premium payments. However, no such substitution will be
made without notice to you and without prior approval of the Securities and
Exchange Commission, to the extent required by law.

Misstatement

If the Annuitant's (or, if applicable, the owner's) sex or date of birth was
misstated, all benefits of this contract are what the purchase payment paid
would have purchased at the correct sex and age. Proof of the Annuitant's and
owner's age may be filed at any time at Our Office.

Incontestability

We will not contest this contract from its Contract Date.

Termination

We reserve the right to terminate this contract on any Valuation Date if the
Contract Value as of the date is less than the Termination Amount shown on the
Contract Specifications. Termination will not occur until 31 days after we have
mailed notice of termination to you at your last known address. If this contract
is terminated, we will pay you the Cash Surrender Value, if any.

Required Reports

We will furnish a report to the owner as often as required by law, but at least
once in each Contract Year before the due date of the first Annuity payment. The
report will show the number of Accumulation Units credited to the contract in
each Investment Option and the corresponding Accumulation Unit Value as of the
date of the report.

Voting Rights

If required by federal law, you may have the right to vote at the meetings of
the Shareholders of the Underlying Funds. If you have voting rights, we will
send a notice to you telling you the time and place of a meeting. The notice
will also explain matters to be voted upon and how many votes you may exercise.

Mortality and Expenses

Our actual mortality and expense experience will not affect the amount of any
Annuity payments or any other values under this contract.

Non-Participating

This contract does not share in our surplus earnings, so you will receive no
dividends under it.

Taxes Based Upon Premium or Value

If there is a law or change in law assessing taxes against us based upon the
premium or value of this contract, we reserve the right to charge you
proportionately for that tax. This would include a tax based upon our realized
net capital gains in the Funding Options and on earnings in the Fixed Option, on
which we are not currently taxed.

Conformity with State and Federal Laws

This contract is governed by the law of the state in which it is delivered. Any
paid-up Annuity, Cash Surrender or death benefits that are available under this
contract are not less than the minimum benefits required by the statutes of the
state in which this contract is delivered.

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Upon receiving appropriate state approval, we may at any time make any changes,
including retroactive changes, in this contract to the extend that the change is
required to meet the requirements of any law or regulation issued by an
governmental agency to which we or you are subject.

Emergency Procedure

We reserve the right to suspend or postpone the date of any payment of any
benefit or values for any Valuation Period (1) when the New York Stock Exchange
is closed; (2) when trading on the Exchange is restricted; (3) when an emergency
exists as determined by the Securities and Exchange Commission so that disposal
of the securities held in the Funding Options is not reasonably practicable or
it is not reasonably practicable to determine the value of the Funding Option's
net assets, or (4) during any other period when the Securities and Exchange
Commission, by order, so permits for the protection of security holders. Any
provision of this contract which specifies a Valuation Date will be superseded
by this Emergency Procedure.

Relation of this Contract to the Separate Accounts and Funding Options

We will have exclusive and absolute ownership and control of the assets of our
Separate Account and the Funding Options. That portion of the assets of a
Separate Account or Funding Option equal to the reserves and other contract
liabilities with respect to such Separate Account or Funding Option shall not be
chargeable with liabilities arising out of any other business we conduct. Our
determination of the value of an Accumulation Unit and an Annuity Unit by the
method described in this contract will be conclusive.

Reduction or Elimination of Contract Charges

All charges and fees under the contract may be reduced or eliminated when
certain sales or administration of the contract result in savings or reduction
of expenses, and/or risks.

Transfers to Other Contracts Issued by Us

Under specific conditions, We may allow You to transfer funds held by You to
another contract issued by Us without incurring charges deducted upon surrender
as shown on the Contract Specifications page. Once the transfer is complete and
We have established a new account at Your direction, new deferred sales charges
or surrender charges may apply to the new contract in accordance with the
provisions of such contract.

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TABLE OF VALUES
GUARANTEED VALUES OF THE FIXED ACCOUNT
PER $1,000 OF NET PURCHASE PAYMENT APPLIED

NO. OF GUARANTEED NO. OF YEARS FROM GUARANTEED CASH
YEARS FROM CASH SURRENDER DATE PAYMENT IS SURRENDER VALUE
DATE PAYMENT GUARANTEED VALUE APPLIED GUARANTEED VALUE
IS APPLIED VALUE

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LIFE ANNUITY TABLES
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTIONS 1 AND 2 - SINGLE LIFE ANNUITIES

MALE
ADJUSTED NUMBER OF MONTHLY PAYMENTS GUARANTEED
AGE NONE 120 180 240

Dollar amounts of the monthly annuity payments for the first and second options
are based on the 1983 Individual Annuitant Mortality Table A with ages set back
one year and a net investment rate of 3% per annum. The adjusted age of the
person on whose life the annuity is based is determined from the actual age last
birthday on the due date of the first annuity payment in the following manner:

CALENDAR YEAR IN WHICH
FIRST PAYMENT IS DUE 1997 - 2000 2001 - 2010 2011 - 2020 2021 & LATER

ADJUSTED AGE IS
ACTUAL AGE MINUS 0 MINUS 1 MINUS 2 MINUS 3

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LIFE ANNUITY TABLES
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTIONS 1 AND 2 - SINGLE LIFE ANNUITIES
<TABLE>
<CAPTION>

FEMALE
ADJUSTED NUMBER OF MONTHLY PAYMENTS GUARANTEED
AGE NONE 120 180 240

Dollar amounts of the monthly annuity payments for the first and second options
are based on the 1983 Individual Annuitant Mortality Table A with ages set back
one year and a net investment rate of 3% per annum. The adjusted age of the
person on whose life the life annuity is based is determined from the actual age
last birthday on the due date of the first annuity payment in the following
manner:

CALENDAR YEAR IN WHICH
FIRST PAYMENT IS DUE 1997 - 2000 2001 - 2010 2011 - 2020 2021 & LATER

ADJUSTED AGE IS
ACTUAL AGE MINUS 0 MINUS 1 MINUS 2 MINUS 3

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LIFE ANNUITY TABLES
GUARANTEED AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED
OPTIONS 1, AND 2 - SINGLE LIFE ANNUITIES

UNISEX
ADJUSTED NUMBER OF MONTHLY PAYMENTS GUARANTEED
AGE NONE 120 180 240

CALENDAR YEAR IN WHICH
FIRST PAYMENT IS DUE 1997 - 2000 2001 - 2010 2011 - 2020 2021 & LATER

ADJUSTED AGE IS
ACTUAL AGE MINUS 0 MINUS 1 MINUS 2 MINUS 3

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LIFE ANNUITY TABLES
GUARANTEED DOLLAR AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 APPLIED

OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>

MALE
ADJUSTED FEMALE ADJUSTED AGE
AGE 45 50 55 60 65 70 75

OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY
REDUCED 50% ON DEATH OF PRIMARY PAYEE

ADJUSTED
AGE OF PRIMARY MALE
AND SECONDARY FEMALE DOLLAR AMOUNT

Dollar amounts of the monthly annuity payments for the third and fourth options
are based on the 1983 Individual Annuitant Mortality Table A with ages set back
one year and a net investment rate of 3% per annum. The adjusted ages of the
persons on whose life the life annuity is based is determined from actual age of
last birthday on the due date of the first annuity payment in the following
manner:

CALENDAR YEAR IN WHICH
FIRST PAYMENT IS DUE 1997 - 2000 2001 - 2010 2011 - 2020 2021 & LATER

ADJUSTED AGE IS
ACTUAL AGE MINUS 0 MINUS 1 MINUS 2 MINUS 3

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LIFE ANNUITY TABLES
GUARANTEED DOLLAR AMOUNT OF MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 APPLIED

OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY
<TABLE>
<CAPTION>

UNISEX
ADJUSTED
AGE 45 50 55 60 65 70 75

OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY
REDUCED 50% ON DEATH OF PRIMARY PAYEE

ADJUSTED
AGE OF PRIMARY
AND SECONDARY UNISEX DOLLAR AMOUNT

CALENDAR YEAR IN WHICH
FIRST PAYMENT IS DUE 1997 - 2000 2001 - 2010 2011 - 2020 2021 & LATER

ADJUSTED AGE IS
ACTUAL AGE MINUS 0 MINUS 1 MINUS 2 MINUS 3

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ANNUITY TABLES
GUARANTEED DOLLAR AMOUNT OF THE MONTHLY ANNUITY PAYMENTS
PURCHASED WITH EACH $1,000 OF PROCEEDS APPLIED

OPTION 5 - PAYMENTS FOR A FIXED PERIOD

MONTHLY MONTHLY
NUMBER OF PAYMENT NUMBER OF PAYMENT
YEARS AMOUNT YEARS AMOUNT

The dollar amounts of the monthly annuity payments for the fifth option are
based on a net investment rate of 3% per annum.

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THIS PAGE LEFT INTENTIONALLY BLANK

<PAGE> 24

Individual Deferred Variable Annuity Contract
Life Annuity Commencing at Maturity Date

Elective Options Non-Participating

ANNUITY PAYMENTS AND OTHER VALUES PROVIDED BY THIS CONTRACT, WHEN
BASED ON THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

<PAGE> 25
PRINCIPAL PROTECTION RIDER (100%)

This rider is made part of the contract to which it is attached. It is effective
on the Contract Date and terminates on the Principal Protection Expiration Date,
as shown on the Contract Specifications page or earlier as otherwise specified
below. If a provision of the contract conflicts with this rider, the provision
of this rider will replace the contract provision. The contract is amended as
follows:

Principal Protection

The Principal Protection benefit is available only on the Principal Protection
Expiration Date and only if this rider is still in effect on such date. The
Principal Protection benefit provides that the value of each Principal Protected
underlying fund, on the Principal Protection Expiration Date, will be the
greater of:

a) the Contract Value attributable to such Principal Protected underlying
fund, or

b) the Principal Protection Amount attributable to such underlying fund.

Principal Protection Amount

For each Principal Protected underlying fund, the Principal Protection Amount on
any date is equal to the Purchase Payment allocated to that fund, reduced by all
prior withdrawal reductions associated with that fund. A withdrawal reduction is
calculated by multiplying the fund's Principal Protection Amount immediately
prior to the withdrawal by the ratio of the amount of the withdrawal from that
fund, including all withdrawal charges and fees, to the value of such fund
immediately prior to the withdrawal.

Transfers

Transfers will not be permitted between Principal Protected underlying funds. If
you elect to transfer to funds other than Principal Protected underlying funds,
you may only transfer 100% of your Contract Value, subject to the Principal
Protection Cancellation Charge. As of the Principal Protection Expiration Date,
100% of Your Contract Value will be transferred to the money market fund unless
you notify us otherwise in writing.

Termination of the Principal Protection Rider

If you exercise your right to transfer out of the Principal Protection
underlying funds, or surrender your entire Contract Value, or annuitize your
entire Contract Value, this rider will terminate.

Principal Protection Cancellation Charge

If you make a withdrawal or transfer from your Principal Protection underlying
funds prior to the Principal Protection Expiration Date, we may deduct a
Principal Protection Cancellation Charge, as shown on the Contract
Specifications page.

Principal Protection Fee

The Principal Protection Fee is shown on the Contract Specifications, and is
deducted from the funding options on a daily basis.

THE TRAVELERS INSURANCE COMPANY

[GRAPHIC OMITTED]

President

<PAGE> 26
PRINCIPAL PROTECTION RIDER (115%)

Principal Protection

a) the Contract Value attributable to such Principal Protected underlying
fund, or

b) the Principal Protection Amount attributable to such underlying fund.

Principal Protection Amount

For each Principal Protected underlying fund, the Principal Protection Amount on
any date is equal to 115% of the Purchase Payment allocated to that fund,
reduced by all prior withdrawal reductions associated with that fund. A
withdrawal reduction is calculated by multiplying the fund's Principal
Protection Amount immediately prior to the withdrawal by the ratio of the amount
of the withdrawal from that fund, including all withdrawal charges and fees, to
the value of such fund immediately prior to the withdrawal.

Transfers

Transfers will not be permitted between Principal Protected underlying funds. If
you elect to transfer to funds other than the Principal Protected underlying
funds, you may only transfer 100% of your Contract Value, subject to the
Principal Protection Cancellation Charge. As of the Principal Protection
Expiration Date, 100% of Your Contract Value will be transferred to the money
market fund unless you notify us otherwise in writing.

Termination of the Principal Protection Rider

If you exercise your right to transfer out of the Principal Protection
underlying funds, or surrender your entire Contract Value, or annuitize your
entire Contract Value, this rider will terminate.

Principal Protection Cancellation Charge

Principal Protection Fee

The Principal Protection Fee is shown on the Contract Specifications, and is
deducted from the funding options on a daily basis.

THE TRAVELERS INSURANCE COMPANY

[GRAPHIC OMITTED]

President

<PAGE> 27
PRINCIPAL PROTECTION RIDER (90%)

Principal Protection

a) the Contract Value attributable to such Principal Protected underlying
fund, or

b) the Principal Protection Amount attributable to such underlying fund.

Principal Protection Amount

For each Principal Protected underlying fund, the Principal Protection Amount on
any date is equal to 90% of the Purchase Payment allocated to that fund, reduced
by all prior withdrawal reductions associated with that fund. A withdrawal
reduction is calculated by multiplying the fund's Principal Protection Amount
immediately prior to the withdrawal by the ratio of the amount of the withdrawal
from that fund, including all withdrawal charges and fees, to the value of such
fund immediately prior to the withdrawal.

Transfers

Termination of the Principal Protection Rider

If you exercise your right to transfer out of the Principal Protection
underlying funds, or surrender your entire Contract Value, or annuitize your
entire Contract Value, this rider will terminate.

Principal Protection Cancellation Charge

Principal Protection Fee

The Principal Protection Fee is shown on the Contract Specifications, and is
deducted from the funding options on a daily basis.

THE TRAVELERS INSURANCE COMPANY

[GRAPHIC OMITTED]

President

<PAGE> 28
7% ANNUAL ROLL-UP DEATH BENEFIT ENDORSEMENT

This endorsement is made a part of this contract as of the date it is attached
to the contract.

The "DEATH PROCEEDS PRIOR TO THE MATURITY DATE" provision is amended by deleting
the provision and replacing it with the following:

DEATH PROCEEDS PRIOR TO THE MATURITY DATE

If Annuitant Dies Before Age 80:

If the Annuitant dies before age 80 and before the Maturity Date, the death
benefit payable as of the Death Report Date will be the greater of (1) or (2)
below, less any applicable Premium Tax as of the Death Report Date:

(1) the Contract Value on the Death Report Date; or

(2) the Roll-Up Death Benefit Value (as described below) available at
the Death Report Date.

If Annuitant Dies On Or After Age 80 But Before Age 90:

If the Annuitant dies on or after age 80, but before age 90 and before the
Maturity Date, the death benefit payable as of the Death Report Date will be the
greater of (1) or (2) below, less any applicable Premium Tax as of the Death
Report Date:

(1) the Contract Value on the Death Report Date; or

(2) the Roll-Up Death Benefit Value (as described below)
available at the Annuitant's 80th Birthday, less any Partial
Surrender Reductions (as described below) which occur after
the Annuitant's 80th birthday.

If Annuitant Dies On Or After Age 90:

If the Annuitant dies on or after age 90 and before the Maturity Date, the death
benefit payable as of the Death Report Date will be the Contract Value on the
Death Report Date, less any applicable Premium Tax as of the Death Report Date.

ROLL-UP DEATH BENEFIT VALUE

On the Contract Date, the Roll-Up Death Benefit Value is equal to the Purchase
Payment. On each Contract Date anniversary, the Roll-Up Death Benefit Value will
be recalculated as follows:

(a) the Roll-Up Death Benefit Value as of the previous Contract Date
anniversary;

(b) minus any Partial Surrender Reductions (as described below) during
the previous Contract Year. The result, increased by 7%, is the
new Roll-Up Death Benefit Value.

On dates other than a Contract Date anniversary, the Roll-Up Death Benefit Value
equals:

(a) the Roll-Up Death Benefit Value on the previous Contract Date
anniversary;

(b) minus any Partial Surrender Reductions (as described below) since
the previous Contract Date anniversary.

The maximum Roll-Up Death Benefit payable equals 200% of the difference between
the Purchase Payment and all Partial Surrender Reductions (as described below).

<PAGE> 29
PARTIAL SURRENDER REDUCTION

A Partial Surrender Reduction is equal to (1) the amount of the Roll-Up Death
Benefit Value immediately prior to the reduction for the partial surrender,
multiplied by (2) the amount of the partial surrender divided by the Contract
Value immediately prior to the partial surrender.

THE TRAVELERS INSURANCE COMPANY

[GRAPHIC OMITTED]

President

<PAGE> 30
INDIVIDUAL RETIREMENT ANNUITY QUALIFICATION RIDER

As requested by you, this Contract is amended as follows to qualify as an
Individual Retirement Annuity (IRA) under Section 408(b) of the Code of 1986, as
amended. The provisions of this rider supersede any contrary provisions in the
contract.

EXCLUSIVE BENEFIT

This Contract is established for the exclusive benefit of you or your
Beneficiaries.

OWNER

This contract belongs to the owner shown on the CONTRACT SPECIFICATIONS. As
owner, you have the sole power to exercise rights and receive benefits under
this contract during the Annuitant's lifetime. In order to maintain tax
qualification, this contract may not be sold, assigned, transferred, discounted
or pledged as collateral for a loan or as security for the performance of an
obligation or for any other purpose except as may be required or permitted under
applicable sections of the Code. We will administer this contract only as an
Individual Retirement Annuity.

You will be the recipient of all payments while the Annuitant is alive unless
you direct them to an alternative recipient under a Recorded payment direction.
An alternative recipient under a payment direction does not become the owner. A
payment direction is revocable by you at any time by Written Request giving 30
days advance notice.

Joint ownership is not permitted under this contract.

TRANSFER OF OWNERSHIP/ASSIGNMENT

This contract shall not be pledged or otherwise encumbered and it shall not be
sold, assigned, or otherwise transferred to any other person or entity other
than us. No loans shall be made under this contract.

CREDITOR CLAIMS

To the extent permitted by law, no right or benefit of the owner, Annuitant or
Beneficiary under this contract shall be subject to the claims or creditors or
any legal process.

BENEFICIARY

The beneficiary is the party named in a Written Request. The Beneficiary
receives any remaining contractual benefits upon the death of the Annuitant. You
may change or add a Beneficiary by Written Request during the lifetime of the
Annuitant and while this contract continues. Once a change of Beneficiary is
Recorded by us, it will be effect as of the date of the request, subject to any
payments made or other actions taken by us before the recording.

If no Beneficiary has been named by you, or none survives when the Annuitant
dies, the interest of any Beneficiary will pass to the estate of the owner.

ANNUITANT/CONTINGENT ANNUITANT

The Annuitant is the individual shown on the CONTRACT SPECIFICATIONS on whose
life the first Annuity payment is made. The Annuitant may not be changed after
the Contract Date except as may be provided hereunder.

No contingent annuitant is permitted under this contract.

DEATH OF ANNUITANT/DEATH OF OWNER WITH ANNUITANT SURVIVING

A death benefit is payable to the Beneficiary upon the death of the Annuitant
before the Maturity Date. A death benefit is also payable under those Settlement
Options which provide for death benefits. We will pay the Beneficiary the death
benefit in a single sum as described below upon receiving Due Proof of Death. A
Beneficiary may request that a death benefit payable under this contract be
applied to a Settlement Option subject to the provisions of this contract.

<PAGE> 31
MATURITY DATE

The Maturity Date is shown on the CONTRACT SPECIFICATIONS. This is the date on
which we will begin paying you the first of a series of Annuity or Income
payments in accordance with the Settlement Option elected by you. Annuity or
Income payments will begin under this contract on the Maturity Date unless the
contract has been fully surrendered or the proceeds have been paid to the
Beneficiary prior to that date. We may require proof that the Annuitant is alive
before Annuity payments are made. If no Maturity Date is specified, the
automatic Maturity Date will be the date when the Annuitant reaches age 70.

Additionally, to the extent permitted by law, at least 30 days before the
original Maturity Date, you may change the Maturity Date by Written Request to a
later date with our consent.

ELECTION OF SETTLEMENT OPTIONS

On the Maturity Date, or other agreed upon date, we will pay the amount payable
under this contract in one lump sum or in accordance with the Option elected by
you. While the Annuitant is alive you may change your Settlement Option election
by Written Request, but only before the Maturity Date. Once Annuity or Income
payments have commenced, no further election changes are allowed.

If no election has been made on the Maturity Date and if the Annuitant is living
and has a spouse, we will pay to you the first of a series of monthly Annuity
payments based on the life of the Annuitant as primary payee and the Annuitant's
spouse as secondary payee in accordance with Annuity Option 4. During the
Annuitant's lifetime, if no election has been made and the Annuitant has no
spouse on the Maturity Date, we will pay to you the first of a series of monthly
Annuity payments based on the life of the Annuitant, in accordance with Annuity
Option 2, with 120 monthly payments assured.

LIMITATION ON PURCHASE PAYMENTS

Notwithstanding the provisions of the Contract and except in the case of a
rollover contribution (as permitted by Section 402(c), 403(a)(4), 403(b)(8), or
408(d)(3) of the Code) or a contribution made in accordance with the terms of a
Simplified Employee Pension (SEP) program as described in Section 408(k) of the
Code, the total contributions shall not exceed the lesser of $2,000 or 100% of
compensation for any taxable year. In the case of a spousal IRA, the maximum
contribution shall not exceed the lesser of $4,000 or 100% of compensation, but
no more than $2,000 can be contributed to either spouse's IRA. In the case of a
Simplified Employee Pension Plan qualifying under Section 408(k), the annual
contribution under the Contract may not exceed the lesser of $30,000 or 15% of
compensation. No contributions will be accepted unless they are in cash.

The amount of purchase payments beyond the minimum purchase payment under this
Contract is not fixed. The minimum purchase payment must be received as a
rollover (see Section X). Payment of purchase payments beyond the first will not
be required to continue this contract.

Purchase payments after the first will not be required to continue this Contract
in force. We reserve the right, however, to terminate this Contract when no
purchase payments have been made for at least two consecutive years and the
Contract Value of the Contract is less than the termination amount of $1,000 or
the paid up Annuity benefit at maturity would be less than $20 per month. If
this Contract is terminated, we will pay you the Cash Surrender Value, if any.

COMPENSATION

Compensation means wages, salaries, professional fees, or other amounts derived
from or received from personal service actually rendered (including, but not
limited to, commissions) and includes earned income as defined in Code Section
401(c)(2). Compensation does not include amounts received as earnings or profits
from property or amounts not includable in gross income. Compensation also does
not include any amount received as a pension or Annuity or as deferred
compensation. The term compensation shall include any amount includible in the
individual's gross income under Code Section 71 with respect to a divorce or
separation instrument.

<PAGE> 32
DISTRIBUTION OF BENEFITS

Notwithstanding any provision of this contract to the contrary, the distribution
of an individual's interest shall be made in accordance with the minimum
distribution requirements of Section 408(a)(6) or Section 408(b)(3) of the Code
and the regulations thereunder, including the incidental death benefit
provisions of Section 1.401(a)(9)-2 of the proposed regulations, all of which
are herein incorporated by reference.

Your entire interest in the account must be distributed, or begin to be
distributed, by your required beginning date, which is the April 1 following the
calendar year in which you reach age 70 1/2. For each succeeding year, a
distribution must be made on or before December 31. By the required beginning
date you may elect to have the balance in the account distributed in one of the
following forms:

1. a single sum payment;

2. equal or substantially equal payments over your life;

3. equal or substantially equal payments over the lives of you and
your designated Beneficiary;

4. equal or substantially equal payments over a specified period that
may not be longer than your life expectancy;

5. equal or substantially equal payments over a specified period
that may not be longer than the joint life and last survivor
expectancy of you and your designated Beneficiary.

Minimum Amounts to be Distributed

If your interest is to be distributed in other than a lump sum or substantially
equal amounts as discussed above, then the amount to be distributed each year,
commencing at your required beginning date, must be at least an amount equal to
the quotient obtained by dividing your entire interest by your life expectancy
or the joint and survivor expectancy of you and your designated Beneficiary.

Life expectancy and joint and last survivor expectancy are computed by use of
the return multiples contained in section 1.72-9 of the Income Tax Regulations.
For purposes of this computation, the owner's life expectancy may be
recalculated no more frequently than annually; however, the life expectancy of a
non-spouse Beneficiary may not be recalculated.

If your designated Beneficiary is not your spouse, then the minimum amount
required to be distributed shall be the greater of the amount determined above,
or the amount determined under the incidental benefit rules set forth in
Treasury Regulation Section 1.401(a)(9)-2.

DEATH

If you die before your entire interest is distributed, the entire remaining
interest will be distributed as follows:

1.If you die on or after distributions have begun under the
DISTRIBUTION OF BENEFITS section, the entire remaining interest must
be distributed at least as rapidly as provided under the DISTRIBUTION
OF BENEFITS section.

2.If you die before distributions have begun under the DISTRIBUTION OF
BENEFITS section, the entire remaining interest must be distributed
as elected by you, or, if you have not so elected, as elected by the
Beneficiary or Beneficiaries, as follows:

a) by December 31st of the year containing the fifth
anniversary of your death; or
b) in equal or substantially equal payments over the life or
life expectancy of the designated Beneficiary or
Beneficiaries starting by December 31st of the year
following the year of your death. If the Beneficiary is
your surviving spouse and he or she elects to treat this
contract as his or her own, this distribution may be
deferred until December 31st of the year you would have
turned age 70 1/2.

If your surviving spouse dies before distributions begin, the restrictions in
paragraphs 2 (a) and (b) above shall apply.

<PAGE> 33
Unless otherwise elected by you prior to the commencement of distributions under
the DISTRIBUTION OF BENEFITS section, or, if applicable, by the surviving spouse
where you die before distributions have commenced, life expectancies of you or
your spousal Beneficiary shall be recalculated annually for purposes of
distributions under the DISTRIBUTION OF BENEFITS section and the DEATH section.
An election not to recalculate shall be irrevocable and shall apply to all
subsequent years. The life expectancy of a non-spouse Beneficiary shall not be
recalculated.

ALTERNATIVE CALCULATION METHOD

An individual may satisfy the minimum distribution requirements under section
408(a)(6) and 408(b)(3) of the Code by receiving a distribution for one IRA that
is equal to the amount required to satisfy the minimum distribution requirements
for two or more IRAs. For this purpose, the owner of two or more IRAs may use
the alternative method described in Notice 88-38, 1988-1 C.B. 524, to satisfy
the minimum distribution requirements described above.

NONFORFEITABILITY

Your entire interest in this Contract is nonforfeitable.

ROLLOVERS

A. Subject to subparagraphs (B) and (C) hereof, and the
limitations stated in the Contract, you may transfer to this
Contract your interest in any of the following:

1. the entire amount, or any portion thereof, under any other
individual retirement account or individual retirement Annuity
qualified under Section 408 of the Code;

2. the entire amount, or any portion thereof, excluding
nondeductible employee voluntary contributions, under a trust
described in Section 401(a) of the Code which is exempt from
tax under Section 501(a) of the Code or under a qualified
annuity plan described in Section 403(a) of the Code.

3. the entire amount or any portion thereof, excluding
nondeductible employee voluntary contributions, to which you
are entitled under a tax sheltered annuity described in
Section 403(b) of the Code.

Distributions you roll over from retirement plans or arrangements
described in A.2. and A.3. above to this contract must be completed by
means of a direct transfer or rollover in accordance with Code Section
401(a)(31) in order to avoid the mandatory 20% income tax withholding
from the distribution and a possible 10% additional tax penalty under
Code Section 72(t). You may replace amounts withheld from other sources
to complete the full rollover, but the 10% penalty may continue to be
due if you do not specify that the transfer of the distribution be
conducted by direct transfer or rollover.

B. You shall not make a rollover under subparagraph (A)(1) hereof
during the 12 month period commencing on the date you last made a
rollover contribution of the type described in subparagraph (A)(1).

C. We must receive any amount which qualifies for a rollover within 60
days after you receive the distribution.

DISTRIBUTIONS PRIOR TO AGE 59 1/2

Except in the event of your death, disability or attainment of age 59 1/2, we
shall receive from you a declaration of your intention as to the disposition of
the amounts distributed before making any distribution from this Contract.

REPORTS

As the issuer of this Contract, we will furnish reports concerning the status of
the Annuity at least annually.

DISABILITY PAYMENTS

If the Contract contains a Rider for waiver of premium and disability payment
benefits, any disability payments provided for in the CONTRACT SPECIFICATIONS
will be applied as purchase payments under the contract.

<PAGE> 34
AMENDMENT

This Contract may be amended by us at any time to maintain its qualified status
under Section 408(b) of the Code, following all regulatory approvals. Any such
amendment may be made retroactively effective if necessary or appropriate to
conform to the requirements of the Code (or any State law granting IRA tax
benefits).

THE TRAVELERS INSURANCE COMPANY

[GRAPHIC OMITTED]

President

<PAGE> 35
TAX LAW QUALIFICATION RIDER

This rider is made a part of this contract as its Contract Date in order to
comply with the tax rules under Section 72(s) of the Code for required
distributions upon the death of any contract owner. The provisions in this rider
supersede any contrary provisions in the contract. The following conditions,
restrictions and limitations must apply to maintain the tax qualified status of
your Annuity.

REQUIRED DISTRIBUTIONS WHERE OWNER AND ANNUITANT DIE SIMULTANEOUSLY

If you are the owner and the Annuitant or you are the owner and you die
simultaneously with the Annuitant before payment of any Annuity or Income Option
begins, an amount equal to the Death Benefit will be distributed within five
years of your death to the contract Beneficiary unless:

a. the Beneficiary elects by Written Request to have the proceeds
distributed over the Beneficiary's life or over a period not
extending beyond life expectancy, and the payments begin
within one year of your death; or

b. the sole Beneficiary is your spouse who elects by Written
Request to continue the contract as the owner and Annuitant.

If you are the owner and the Annuitant or you are the owner and you die
simultaneously with the Annuitant after an Annuity or Income option begins but
before your entire interest has been distributed, the remaining proceeds of the
contract will be distributed at least as rapidly as they were being distributed
under the method of payment in effect at the time of your death.

The death of the first joint owner triggers these distribution requirements.

NON-NATURAL OWNER HOLDING FOR NATURAL PERSONS

The above rules also apply if you are not an individual and the primary
Annuitant dies before payment of an Annuity or Income Option begins. Payments
will be made to the Beneficiary. The primary Annuitant is the first-named
Annuitant and the individual who is of primary importance in affecting the
timing or amount of payments under the contract.

If you are not an individual and the primary annuitant dies after payment of an
Annuity or Income option begins, the remaining proceeds of the contract will be
distributed at least as rapidly as they were being distributed under the method
of payment in effect at the time of the primary Annuitant's death.

REQUIRED DISTRIBUTIONS WHERE OWNER AND ANNUITANT DO NOT DIE SIMULTANEOUSLY

If you are the owner but not the Annuitant, and you die before the Annuitant and
before payment of an Annuity or Income Option begins, an amount equal to the
Death Benefit will be distributed within five years of your death to the joint
owner surviving you. In this circumstance, the joint owner is the "designated
beneficiary" referred to in Section 72(s) of the Code, and his or her rights
preempt those of the Beneficiary named in a Written Request. The distribution
may be made over a period that exceeds five years from your death or postponed
by your spouse if:

a. the joint owner elects by Written Request to have the proceeds
distributed over his or her life or over a period not
extending beyond life expectancy, and the payments begin
within one year of your death; or

b. the sole joint owner is your spouse, who elects by Written
Request to continue the contract as owner.

The joint owner is determined by contract designation. If there is no joint
owner or Beneficiary surviving you, ownership of this contract passes to your
estate. The estate or the individual taking the contract benefits through your
estate must take complete distribution within five years of your death.

If you are the owner but not the Annuitant, and you die before payment of an
Annuity or Income Option begins, the remaining proceeds of the contract will be
distributed at least as rapidly as they were being distributed under the method
of payment in effect at the time of your death.

The death of the first joint owner triggers these distribution requirements.

<PAGE> 36
ADMINISTRATIVE COMPLIANCE

If the Code and related law, regulations and rulings require a distribution
other than described above in order to keep this Annuity contract qualified
under the Code, we will administer the contract in accordance with these laws,
regulations, and rulings. We will provide you with a revised rider describing
any necessary changes, following all regulatory approvals.

THE TRAVELERS INSURANCE COMPANY

[SIG]

President

<PAGE> 37
PENSION/PROFIT SHARING PLAN QUALIFICATION RIDER

If the owner of this contract requested that it be issued to comply with Section
401(a) of the Code, the following conditions, restrictions and limitations apply
to this contract. The contract shall constitute an asset of the qualified
pension or profit-sharing plan established under Code Section 401(a) and the
regulations thereunder and the contract shall be subject to the provisions,
terms and conditions of such qualified plan. The amounts held under this
contract will be used for the exclusive benefit of the employees and their
beneficiaries. The provisions in this rider supersede any contrary provisions in
the contract.

OWNER

Joint ownership is not permitted under this contract.

TRANSFER OF OWNERSHIP ASSIGNMENT

This contract shall not be pledged or otherwise encumbered and it shall not be
sold, assigned, or otherwise transferred to any other person or entity other
than us.

CREDITOR CLAIMS

To the extent permitted by law, no right or benefit of the owner, Annuitant or
Beneficiary under this contract shall be subject to the claims or creditors or
any legal process.

BENEFICIARY

The beneficiary is the party named in a Written Request. The Beneficiary
receives any remaining contractual benefits upon the death of the Annuitant. You
may change or add a Beneficiary by Written Request during the lifetime of the
Annuitant and while this contract continues, subject to the limitations provided
in this rider. Once a change of Beneficiary is Recorded by us, it will be effect
as of the date of the request, subject to any payments made or other actions
taken by us before the recording.

If no Beneficiary has been named by you, or none survives when the Annuitant
dies, the interest of any Beneficiary will pass:

a) to the estate of the owner; or
b) to the trustee or plan administrator of a trusteed Tax Qualified plan
contract for further distribution in accordance with the plan.

ANNUITANT/CONTINGENT ANNUITANT

No contingent annuitant is permitted under this contract.

DEATH OF ANNUITANT/DEATH OF OWNER WITH ANNUITANT SURVIVING

<PAGE> 38
MATURITY DATE

Additionally, to the extent permitted by law, at least 30 days before the
original Maturity Date, you may change the Maturity Date by Written Request to a
later date with our consent.

ELECTION OF SETTLEMENT OPTIONS

MANDATORY DISTRIBUTION RESTRICTIONS

In order to meet the qualification requirements of Code Section 401(a), all
plans must meet the required mandatory distribution rules in Code Section
401(a)(9).

Code Section 401(a)(9) states that a plan will not be qualified unless the
entire interest of each employee is distributed to such employee not later than
the "required beginning date" or over no longer than the life or life expectancy
of such employee or the lives or joint life expectancy of such employee and a
designated Beneficiary. Generally, the "required beginning date" means April 1
of the calendar year following the later of (1) the calendar year in which the
employee attains age 70 1/2, or (2) the calendar year in which the employee
retires, except that in the event the employee is a 5% owner, the "required
beginning date" is April 1 of the calendar year following the calendar year in
which the employee attains age 70 1/2.

If the employee dies before his/her entire interest has been distributed, the
remaining interest must be paid out at least as rapidly as under the method of
payment in effect at the time of death. If the employee dies before the
distribution of his/her entire interest has begun, the entire interest must be
distributed within five years after the employee's death or an Annuity payable
over no longer than life or life expectancy must be distributed to an electing
designated Beneficiary starting within one year of the employee's death. A
spousal designated Beneficiary may elect to defer distributions until the
employee would have attained the age of 70 1/2.

ANNUITIES DISTRIBUTED UNDER QUALIFIED PLANS

If the applicant for this contract requested that it be issued to comply with
Section 401(a) of the Code, and this contract has subsequently been transferred
to the Annuitant, the following conditions, restrictions and limitations apply
to this contract in addition to the above.

Spousal Consent

Death Benefit - If the Annuitant dies while the contract continues and the
Annuitant has a spouse at the time of the Annuitant's death, we will pay the
death benefit to a person other than the current spouse of the Annuitant only if
proof of spousal consent, which meets the requirements of Section 417 of the
Code, is furnished to us.

If the Beneficiary is not the current spouse and such spousal consent is not
furnished, we will pay 50% of the death benefit to the current spouse. We will
pay the balance of the death benefit to the Beneficiary.

<PAGE> 39
Cash Surrender - Before the due date of the first Annuity or Income Payment, 1)
if you do not have a spouse and without the consent of any Beneficiary; or, 2)
if you do have a current spouse then only with the written consent of your
spouse, as required by Section 417 of the Code; we will pay to you all or any
portion of the Cash Surrender Value of the contract upon receipt of your Written
Request for it.

Settlement Option - If the Annuitant is living on the Maturity Date, payment
must be made in accordance with Option 4 under ANNUITY OPTIONS unless you elect
another form of Annuity Option and furnish us a qualified election which meets
the requirements of Section 417 of the Code.

AMENDMENT

Notwithstanding any provision to the contrary in this contract or the qualified
pension or profit-sharing plan of which this contract is a part, we reserve the
right to amend or modify the contract or any rider or endorsement thereto, to
the extent necessary to comply with any law, regulation or other requirement in
order to establish or maintain the qualified status of the plan. Any such
amendment or modification may be made retroactively effective if necessary or
appropriate to conform to the conditions imposed by such law, regulation or
other requirement.

THE TRAVELERS INSURANCE COMPANY

[SIG]

President

<PAGE> 40
TAX-SHELTERED ANNUITY QUALIFICATION RIDER

This rider is made a part of this contract in order to comply with Section
403(b) of the Code. The provisions in this contract supersede any contrary
provisions in the contract. The following conditions, restrictions and
limitations apply.

OWNER

Joint ownership is not permitted under this contract.

TRANSFER OF OWNERSHIP/ASSIGNMENT

This contract shall not be pledged or otherwise encumbered and it shall not be
sold, assigned, pledged as collateral for a loan, or otherwise transferred to
any other person or entity other than us.

CREDITOR CLAIMS

To the extent permitted by law, no right or benefit of the owner, Annuitant or
Beneficiary under this contract shall be subject to the claims or creditors or
any legal process.

BENEFICIARY

The beneficiary is the party named in a Written Request. The Beneficiary
receives any remaining contractual benefits upon the death of the Annuitant. You
may change or add a Beneficiary by Written Request during the lifetime of the
Annuitant and while this contract continues, subject to the Annuitant's provided
in this rider. Once a change of Beneficiary is Recorded by us, it will be effect
as of the date of the request, subject to any payments made or other actions
taken by us before the recording.

If no Beneficiary has been named by you, or none survives when the Annuitant
dies, the interest of any Beneficiary will pass:

a) to the estate of the owner; or
b) to the trustee or plan administrator of a trusteed Tax Qualified
plan contract or further distribution in accordance with the plan.

ANNUITANT/CONTINGENT ANNUITANT

No contingent annuitant is permitted under this contract.

DEATH OF ANNUITANT/DEATH OF OWNER WITH ANNUITANT SURVIVING

Additionally, to the extent permitted by law, at least 30 days before the
original Maturity Date, you may change the Maturity Date by Written Request to a
later date with our consent.

ELECTION OF SETTLEMENT OPTIONS

ELECTIVE DEFERRAL CONTRIBUTION LIMITS

In order to meet the qualification requirements of Code Section 403(b), elective
deferral contributions may not exceed the limitations in effect under Code
Section 402(g).

This rule is an individual limitation that applies to all elective deferral
plans, contracts or arrangements in the aggregate.

WITHDRAWAL RESTRICTIONS

To qualify as a contract which can defer compensation under a Code Section
403(b) plan or arrangement, the withdrawal restrictions under Code Section
403(b)(11) must be met.

Withdrawals attributable to contributions made pursuant to a salary reduction
agreement may be paid only upon or after attainment of age 59 1/2, separation
from service, death, total or permanent disability (as defined in Code Section
72(m)(7)) or in the case of hardship (as defined in the Treasury Regulations).
The hardship exception applies only to the salary reduction contributions and
not to any income attributable to such contribution.

These withdrawal restrictions apply to years beginning after December 31, 1988
but only with respect to assets other than those assets held as of the close of
the last year beginning before January 1, 1989.

If contributions attributable to a custodial account described in Section
403(b)(7) of the Code are transferred to this contract, the following
conditions, restrictions, and limitations apply:

Withdrawals attributable to these transferred contributions may be paid
only upon or after attainment of age 59 1/2, separation from service,
death, or total and permanent disability (as defined in Code Section
72(m)(7)).

Withdrawals on account of hardship may be made only with respect to
assets attributable to a custodial account as of the close of the last
year beginning before January 1, 1989 and amounts contributed
thereafter under a salary reduction agreement but not to any income
attributable to such conditions.

<PAGE> 42
ELIGIBLE ROLLOVERS

To the extent you are otherwise eligible for a distribution under this contract,
and provided the distribution is an eligible rollover distribution, you may
elect to have such distribution or a portion of it paid directly to an eligible
retirement plan. You must specify the eligible retirement plan to which such
distribution is to be paid in a form and at such time acceptable to us. Such
distribution shall be made as of a direct transfer to the eligible retirement
plan so specified. Contract surrender penalties may apply to all rollovers.

Previously taxed amounts in this contract are not eligible for rollover. Amounts
that are rolled over are taxed generally until later distributed. An eligible
rollover distribution includes generally any taxable distribution or portion
thereof from this contract except:

a. any distribution which is one of a series of substantially
equal periodic payments made not less frequently than annually
and made to you for life or life expectancy or to you or your
joint life beneficiary for joint lives or life expectancies,
or for a specified period of 10 years or more, or

b. any distribution which is a required distribution as described
below under "MANDATORY DISTRIBUTION REQUIREMENTS."

An eligible retirement plan includes an individual retirement annuity or
account described in Code Section 408. It also includes a tax sheltered
annuity plan or arrangement under Code Section 403(b), provided it accepts
eligible rollovers and is a defined contribution plan.

If you receive a distribution that is eligible for rollover, but you receive
the check directly, then mandatory income tax withholding will be taken from
the distribution. You may roll over the balance to an individual retirement
annuity or account within 60 days of receipt, and may make up the amount
withheld from other sources in the rollover in order to roll over the maximum
without possible early distribution tax penalty on the amount of the tax
withholding.

MANDATORY DISTRIBUTION REQUIREMENTS

In order to meet the qualification requirements of Code Section 403(b), all
plans must meet the required mandatory distribution rules in Code Section
401(a)(9).

Code Section 401(a)(9) states that a plan will not be qualified unless the
entire interest of each employee is distributed to such employee not later
than the "required beginning date" or over the life or life expectancy of such
employee or over the lives or joint life expectancy of such employee and a
designated Beneficiary. Generally, the "required beginning date" means April 1
of the calendar year following the later of (1) the calendar year in which the
employee attains age 70 1/2, or (2) the calendar year in which the employee
retires, except that in the event that the employee is a 5% owner, the
"required beginning date" is April 1 of the calendar year in which the
employee attains age 70 1/2.

If the employee dies after the distribution has begun but before his/her
entire interest has been distributed, the remaining interest must be paid out
at least as rapidly as it was being paid out under the method of payment in
effect at the time of death. If the employee dies before the distribution of
his/her entire interest has begun, the entire interest must be distributed
within five years after the employee's death or an Annuity payable over no
longer than life or life expectancy must be distributed to an electing
designated Beneficiary starting within one year of the employee's death. A
spousal designated Beneficiary may elect to defer distributions until the
employee would have attained the age of 70 1/2.

ADMINISTRATIVE COMPLIANCE

If changes in the Code and related law, regulations and rulings require a
distribution greater than described above in order to keep this Annuity
qualified under the Code, we will administer the contract in accordance with
these laws, regulations and rulings. We will provide you with a revised rider
describing any necessary changes, following all regulatory approvals.

<PAGE> 43
AMENDMENT

Notwithstanding any provision in this contract or in the 403(b) plan of which
this contract is a part, we reserve the right to amend or modify the contract
or any rider or any endorsement thereto, to the extent necessary to comply
with any law, regulation or other requirement in order to establish or
maintain the qualified status of such plan. Any such amendment or modification
may be made retroactively to conform to the requirements of such law,
regulation or other requirement.

THE TRAVELERS INSURANCE COMPANY

[SIG]

President

<PAGE> 1
EXHIBIT 9

May 22, 1997

The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183

Gentlemen:

With reference to the Registration Statement on Form N-4 filed by The
Travelers Insurance Company and The Travelers Fund BD III for Variable Annuities
with the Securities and Exchange Commission covering Variable Annuity contracts,
I have examined such documents and such law as I have considered necessary and
appropriate, and on the basis of such examination, it is my opinion that:

1. The Travelers Insurance Company is duly organized and existing
under the laws of the State of Connecticut and has been duly
authorized to do business and to issue variable annuity contracts
by the Insurance Commissioner of the State of Connecticut.

2. The Travelers Fund BD III for Variable Annuities is a duly
authorized and validly existing separate account established
pursuant to Section 38a-433 of the Connecticut General Statutes.

3. The variable annuity contracts covered by the above Registration
Statement, and all pre-and post-effective amendments relating
thereto, will be approved and authorized by the Insurance
Commissioner of the State of Connecticut and when issued will be
valid, legal and binding obligations of The Travelers Insurance
Company and The Travelers Fund BD III for Variable Annuities.

I hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the reference to this opinion
under the caption "Legal Proceedings and Opinion" in the Prospectus constituting
a part of the Registration Statement.

Katherine M. Sullivan
General Counsel
The Travelers Insurance Company

<PAGE> 1
EXHIBIT 15

THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, MICHAEL A. CARPENTER of Greenwich, Connecticut,
Chairman of the Board, President and Chief Executive Officer of The Travelers
Insurance Company (hereafter the "Company"), do hereby make, constitute and
appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN A. McGAH,
Assistant Secretary of said Company, or either one of them acting alone, my true
and lawful attorney-in-fact, for me, and in my name, place and stead to sign
registration statements on behalf of said Company on Form N-4 or other
appropriate Form under the securities Act of 1933 and the Investment Company Act
of 1940 for The Travelers Fund BD III for Variable Annuities, a separate account
of the Company dedicated specifically to the funding of variable annuity
contracts to be offered by said Company, and further, to sign any and all
amendments thereto, including post-effective amendments, that may be filed by
the Company on behalf of said registrant.

IN WITNESS WHEREOF I have hereunto set my hand this 31st day
of March, 1997.

Michael A. Carpenter
Chairman of the Board, President
and Chief Executive Officer
The Travelers Insurance Company
<PAGE> 2
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, JAY S. BENET of West Hartford, Connecticut, a director
of The Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN
A. McGAH, Assistant Secretary of said Company, or either one of them acting
alone, my true and lawful attorney-in-fact, for me, and in my name, place and
stead to sign registration statements on behalf of said Company on Form N-4 or
other appropriate Form under the securities Act of 1933 and the Investment
Company Act of 1940 for The Travelers Fund BD III for Variable Annuities, a
separate account of the Company dedicated specifically to the funding of
variable annuity contracts to be offered by said Company, and further, to sign
any and all amendments thereto, including post-effective amendments, that may be
filed by the Company on behalf of said registrant.

IN WITNESS WHEREOF I have hereunto set my hand this 31st day
of March, 1997.

Jay S. Benet
Director
The Travelers Insurance Company
<PAGE> 3
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, GEORGE C. KOKULIS of Simsbury, Connecticut a director
of The Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN
A. McGAH, Assistant Secretary of said Company, or either one of them acting
alone, my true and lawful attorney-in-fact, for me, and in my name, place and
stead to sign registration statements on behalf of said Company on Form N-4 or
other appropriate Form under the securities Act of 1933 and the Investment
Company Act of 1940 for The Travelers Fund BD III for Variable Annuities, a
separate account of the Company dedicated specifically to the funding of
variable annuity contracts to be offered by said Company, and further, to sign
any and all amendments thereto, including post-effective amendments, that may be
filed by the Company on behalf of said registrant.

IN WITNESS WHEREOF I have hereunto set my hand this 31st day
of March, 1997.

George C. Kokulis
Director
The Travelers Insurance Company
<PAGE> 4
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, ROBERT I. LIPP of Scarsdale, New York a director of
The Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN
A. McGAH, Assistant Secretary of said Company, or either one of them acting
alone, my true and lawful attorney-in-fact, for me, and in my name, place and
stead to sign registration statements on behalf of said Company on Form N-4 or
other appropriate Form under the securities Act of 1933 and the Investment
Company Act of 1940 for The Travelers Fund BD III for Variable Annuities, a
separate account of the Company dedicated specifically to the funding of
variable annuity contracts to be offered by said Company, and further, to sign
any and all amendments thereto, including post-effective amendments, that may be
filed by the Company on behalf of said registrant.

IN WITNESS WHEREOF I have hereunto set my hand this 31st day
of March, 1997.

Robert I. Lipp
Director
The Travelers Insurance Company
<PAGE> 5
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, IAN R. STUART of East Hampton, Connecticut a director,
Senior Vice President, Chief Financial Officer, Chief Accounting Officer and
Controller of The Travelers Insurance Company (hereafter the "Company"), do
hereby make, constitute and appoint ERNEST J. WRIGHT, Secretary of said Company,
and KATHLEEN A. McGAH, Assistant Secretary of said Company, or either one of
them acting alone, my true and lawful attorney-in-fact, for me, and in my name,
place and stead to sign registration statements on behalf of said Company on
Form N-4 or other appropriate Form under the securities Act of 1933 and the
Investment Company Act of 1940 for The Travelers Fund BD III for Variable
Annuities, a separate account of the Company dedicated specifically to the
funding of variable annuity contracts to be offered by said Company, and
further, to sign any and all amendments thereto, including post-effective
amendments, that may be filed by the Company on behalf of said registrant.

IN WITNESS WHEREOF I have hereunto set my hand this 31st day
of March, 1997.

Ian R. Stuart
Director, Senior Vice President
Chief Financial Officer,
Chief Accounting Officer and Controller
The Travelers Insurance Company
<PAGE> 6
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, KATHERINE M. SULLIVAN of Longmeadow, Massachusetts,
Director, Senior Vice President and General Counsel of The Travelers Insurance
Company (hereafter the "Company"), do hereby make, constitute and appoint ERNEST
J. WRIGHT, Secretary of said Company, and KATHLEEN A. McGAH, Assistant Secretary
of said Company, or either one of them acting alone, my true and lawful
attorney-in-fact, for me, and in my name, place and stead, to sign registration
statements on behalf of said Company on Form N-4 or other appropriate Form under
the securities Act of 1933 and the Investment Company Act of 1940 for The
Travelers Fund BD III for Variable Annuities, a separate account of the Company
dedicated specifically to the funding of variable annuity contracts to be
offered by said Company, and further, to sign any and all amendments thereto,
including post-effective amendments, that may be filed by the Company on behalf
of said registrant.

IN WITNESS WHEREOF I have hereunto set my hand this 31st day
of March, 1997.

Katherine M. Sullivan
Director, Senior Vice President
and General Counsel
The Travelers Insurance Company
<PAGE> 7
THE TRAVELERS FUND BD III FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, MARC P. WEILL of New York, New York a director of The
Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN
A. McGAH, Assistant Secretary of said Company, or either one of them acting
alone, my true and lawful attorney-in-fact, for me, and in my name, place and
stead to sign registration statements on behalf of said Company on Form N-4 or
other appropriate Form under the securities Act of 1933 and the Investment
Company Act of 1940 for The Travelers Fund BD III for Variable Annuities, a
separate account of the Company dedicated specifically to the funding of
variable annuity contracts to be offered by said Company, and further, to sign
any and all amendments thereto, including post-effective amendments, that may be
filed by the Company on behalf of said registrant.

IN WITNESS WHEREOF I have hereunto set my hand this 31st day
of March, 1997.

Marc P. Weill
Director
The Travelers Insurance Company