TRAVELERS SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES, N-4 EL, 1997-07-31

TRAVELERS SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES
N-4 EL, 1997-07-31

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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 SEPARATE ACCOUNT PF 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 SEPARATE ACCOUNT PF 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 Not Applicable
5. General Description of Registrant, The Insurance Company; The Separate
Depositor, and Portfolio Companies Account and the Funding Options
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
</TABLE>

<TABLE>
<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
19. Purchase of Securities Being Offered Valuation of Assets
20. Underwriters Principal Underwriter
21. Calculation of Performance Data Performance Information
22. Annuity Payments Not Applicable
23. Financial Statements Financial Statements
</TABLE>
<PAGE> 3

PART A

Information Required in a Prospectus
<PAGE> 4

PFS VARIABLE ANNUITY
CONTRACT PROFILE

, 1997

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE FULLY
DESCRIBED IN THE FULL PROSPECTUS WHICH IS ATTACHED TO THIS PROFILE. PLEASE READ
THE PROSPECTUS CAREFULLY. THE TERMS "WE," "US," "OUR" AND THE "COMPANY" REFER TO
TRAVELERS INSURANCE COMPANY. "YOU" AND "YOUR" REFER TO THE CONTRACT OWNER.

1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by Travelers Insurance
Company is a variable annuity that is intended for retirement savings or other
long-term investment purposes. The Contract provides a death benefit as well as
guaranteed income options. Under a qualified Contract, you can make one or more
payments, as you choose, on a tax-deferred basis. Under a nonqualified Contract,
you can make one or more payments with after-tax dollars. You direct your
payment(s) to one or more of the variable funding options listed in Section 4,
and/or to the Fixed Account. We guarantee money directed to the Fixed Account as
to principal and interest. The initial interest rate is guaranteed for a
one-year period. After that, interest is guaranteed each calendar quarter by the
Company. The variable funding options are designed to produce a higher rate of
return than the Fixed Account; however, this is not guaranteed. You may also
lose money in the variable funding options.

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

2. ANNUITY PAYMENTS (THE INCOME PHASE). You may chose to receive annuity
payments from the Fixed Account or the variable funding options. If you want to
receive scheduled payments from your annuity, you can choose one of the
following annuity options: Option 1 -- payments for your life (life
annuity) -- assuming that you are the annuitant; Option 2 -- payments for your
life with an added guarantee that payments will continue to your beneficiary for
a certain number of months (120, 180 or 240, as you select), if you should die
during that period; Option 3 -- Joint and Last Survivor Annuity, in which
payments are made for your life and the life of another person (usually your
spouse); Option 4 -- Joint Survivor Life Annuity -- the annuity is reduced on
death of Primary Payee. There are also two Income Options: Fixed Amount -- the
cash surrender value of your Contract will be paid to you in equal payments; or
Fixed Period -- the cash surrender value will be used to make payments for a
fixed time period. If you should die before the end of the Fixed Period, the
remaining amount will go to your beneficiary.

Once you make an election of an annuity option and begin to receive payments, it
cannot be changed. During the income phase, you have the same investment choices
you had during the accumulation phase. If amounts are directed to the variable
funding options, the dollar amount of your payments may increase or decrease.
[/R]

3. PURCHASE. You may purchase the Contract with an initial payment of at least
$5,000. You may make additional payments of at least $100 at any time during the
accumulation phase.

WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with (1) individual nonqualified purchases; (2) rollovers from
Individual Retirement Annuities (IRAs); and (3) rollovers from other qualified
retirement plans. Qualified contracts include
<PAGE> 5

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

4. INVESTMENT OPTIONS. You can direct your money into the Fixed Account or any
or all of the following variable funding options. They are described in the
accompanying fund prospectuses. Depending on market conditions, you may make or
lose money in any of these options:

Smith Barney Money Market Portfolio
Smith Barney International Equity Portfolio
Smith Barney Income & Growth Portfolio
Smith Barney High Income Portfolio
Smith Barney Appreciation Portfolio
MFS Research Portfolio
MFS Total Return Portfolio
MFS OTC Portfolio
Smith Barney Concert Select High Growth Portfolio
Smith Barney Concert Select Growth Portfolio
Smith Barney Concert Select Balanced Portfolio
Smith Barney Concert Select Conservative Portfolio
Smith Barney Concert Select Income Portfolio

5. EXPENSES. The Contract has insurance features and investment features, and
there are costs related to each. The Company deducts an annual administrative
charge of $30. The annual insurance charge is 1.25% of the amounts you direct to
the funding options; and a related sub-account administrative charge of .15%
annually is charged.

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

If you withdraw money, the Company may deduct a withdrawal charge (0% to 8%) of
the purchase payments from the Contract. If you withdraw all amounts under the
contract, or if you begin receiving annuity payments, the Company may be
required by your state to deduct a premium tax of 0%-5%.

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charge" includes the mortality and expense risk charge
and the administrative charges. The column "Total Annual Charges" reflects the
$30 annual contract charge (which is represented as % below), the mortality
and expense risk charge, the sub-account charge and the investment charges for
each portfolio. The columns under the heading "Examples" show how much you would
pay under the Contract for a one-year period and for a 10-year period. As
required by the SEC, the examples assume that you invested $1,000 in a Contract
that earns 5% annually and that you withdraw your money at the end of year 1 and
at the end of year 10. For year 1, the Total Annual Insurance Charges are
assessed as well as the withdrawal charges. For year 10, the example shows the
aggregate of all the annual charges assessed during that time, but no withdrawal
charge is shown. For these examples, the premium tax is assumed to be 0%. Please
refer to the Fee Table contained in the prospectus for more details.

ii
<PAGE> 6

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

<CAPTION>
<S> <C> <C> <C> <C> <C>
Smith Barney Money Market...............
Smith Barney International Equity.......
Smith Barney Income & Growth............
Smith Barney High Income................
Smith Barney Appreciation...............
MFS Research............................
MFS Total Return........................
MFS OTC.................................
Smith Barney Concert Select High
Growth................................
Smith Barney Concert Select Growth......
Smith Barney Concert Select Balanced....
Smith Barney Concert Select
Conservative..........................
Smith Barney Concert Select Income......
</TABLE>

6. TAXES. The payments you make to a qualified Contract during the accumulation
phase are made with before-tax dollars. You will be taxed on your purchase
payments and on any earnings when you make a withdrawal or begin receiving
annuity payments. Under a nonqualified Contract, payments to the contract are
made with after-tax dollars, and any earnings will accumulate tax-deferred. You
will be taxed on these earnings when they are withdrawn from the Contract.

For owners of qualified Contracts, if you reach a certain age, you may be
required by federal tax laws to begin receiving payments from your annuity or
risk paying a penalty tax. In those cases, we can calculate and pay you the
minimum required distribution amounts. If you are younger than 59 1/2 when you
take money out, you may be charged a 10% federal penalty tax on the amount
withdrawn.

7. ACCESS TO YOUR MONEY. You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (8% if withdrawn within one year, gradually decreasing to 0%
for payments held by the Company for 9 years or more). After the first contract
year, you may withdraw up to 10% of the contract value (as of the end of the
prior year end) without a withdrawal charge. Of course, you may also have to pay
income taxes and a tax penalty on taxable amounts you withdraw.

8. DEATH BENEFIT. Assuming you are the Annuitant, if you die before you move to
the income phase, the person you have chosen as your beneficiary will receive a
death benefit. The death benefit paid depends on your age at the time of your
death. The death benefit value is calculated at the close of the business day on
which the Company's Home Office receives due proof of death. If you die after
you reach age 85, the death benefit equals the cash value less any applicable
premium tax. Please refer to the Contract prospectus for a description of the
death benefit applicable if you die before you reach age 85.

NOTE: In all cases, death benefit amounts will be reduced by premium taxes owed,
partial withdrawals not previously deducted, and any outstanding loans, (if
applicable). Certain states may have varying age requirements. The death benefit
applies upon the first death of the owner, joint owner or annuitant. Please
refer to the Contract prospectus for more details.

9. OTHER INFORMATION
[/R]

RIGHT TO RETURN. If you cancel the Contract within twenty days after you
receive it, you will receive a full refund of the Contract Value (including
charges). Where state law requires a longer right to return period, or the
return of purchase payments, the Company will comply. You bear the investment
risk during the right to return period; therefore, the Contract Value returned
may be greater or less than your purchase payment. If the Contract is purchased
as an Individual Retirement Annuity, and is returned within the first seven days
after delivery, your full purchase

iii
<PAGE> 7

payment will be refunded; during the remainder of the right to return period,
the Contract Value (including charges) will be refunded. The Contract Value will
be determined at the close of business on the day we receive a written request
for a refund.

TRANSFER BETWEEN FUNDING OPTIONS. You can transfer between the funding options
as frequently as you wish without any current tax implications. Currently there
is no charge for transfers, nor a limit to the number of transfers allowed. The
Company may charge a fee for any transfer requests which exceed twelve per year,
or may limit the number of transfers allowed. The Company, at the minimum, would
always allow one transfer every six months.

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

DOLLAR COST AVERAGING. This is a program that allows you to invest a fixed
amount of money in funding options each month, theoretically giving you a lower
average cost per unit over time than a single one-time purchase. Dollar Cost
Averaging requires regular investments regardless of fluctuating price levels
and does not guarantee profits or prevent losses in a declining market.
Potential investors should consider their financial ability to continue
purchases through periods of low price levels.

SYSTEMATIC WITHDRAWAL OPTION. Before the maturity date, you can arrange to have
money sent to you at set intervals throughout the year. Of course any applicable
income and penalty taxes will apply on amounts withdrawn.

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

10. INQUIRIES. If you need more information, please contact us at (800)
842-8573 or:

Travelers Insurance Company
Annuity Services
One Tower Square
Hartford, CT 06183

iv
<PAGE> 8

PFS VARIABLE ANNUITY:
THE TRAVELERS SEPARATE ACCOUNT PF
FOR VARIABLE ANNUITIES

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

You can choose to have your purchase payments accumulate on a fixed basis (i.e.,
a Fixed Account funded through the Company's general account) and/or a variable
basis (i.e., one or more of the sub-accounts ("funding options") of the
Travelers Separate Account PF ("Separate Account PF"). Your contract value will
vary daily to reflect the investment experience of the funding options you
select. The funding options currently available are:

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 FUNDING OPTIONS. THESE PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about Separate Account
PF 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 C of this prospectus.

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

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

PROSPECTUS DATED , 1997
<PAGE> 9

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................. 2
FEE TABLE.............................. 3
THE ANNUITY CONTRACT................... 4
Purchase Payments...................... 5
Accumulation Units..................... 5
The Funding Options.................... 5
Substitutions and Additions............ 6
CHARGES AND DEDUCTIONS................. 6
Withdrawal Charge...................... 6
Free Withdrawal Allowance.............. 7
Administrative Charges................. 7
Mortality and Expense Risk Charge...... 7
Reduction or Elimination of Contract
Charges.............................. 7
Funding Option Expenses................ 8
Premium Tax............................ 8
Changes in Taxes Based Upon Premium or
Value................................ 8
OWNERSHIP PROVISIONS................... 8
Types of Ownership..................... 8
Beneficiary............................ 8
Annuitant.............................. 9
TRANSFERS.............................. 9
Dollar Cost Averaging.................. 10
ACCESS TO YOUR MONEY................... 10
Systematic Withdrawals................. 10
DEATH BENEFIT.......................... 11
Death Proceeds Before the Maturity Date . 11
Death Proceeds After the Maturity Date . 12
THE ANNUITY PERIOD..................... 12
Maturity Date.......................... 12
Allocation of Annuity.................. 13
Variable Annuity....................... 13
Fixed Annuity.......................... 13
PAYMENT OPTIONS........................ 14
Election of Options.................... 14
Annuity Options........................ 14
MISCELLANEOUS CONTRACT PROVISIONS...... 15
Right to Return........................ 15
Termination............................ 16
Required Reports....................... 16
Suspension of Payments................. 16
Transfers of Contract Values to Other
Annuities............................ 16
THE SEPARATE ACCOUNT................... 16
Mixed and Shared Funding............... 16
Performance Information................ 17
FEDERAL TAX CONSIDERATIONS............. 17
General Taxation of Annuities.......... 17
Nonqualified Annuity Contracts......... 17
Qualified Annuity Contracts............ 17
Penalty Tax for Premature
Distributions........................ 18
Diversification Requirements for
Variable Annuities................... 18
Ownership of the Investments........... 18
Mandatory Distributions for Qualified
Plans................................ 19
OTHER INFORMATION...................... 20
The Insurance Company.................. 20
Distribution of Variable Annuity
Contracts............................ 20
Conformity with State and Federal
Laws................................. 20
Voting Rights.......................... 20
Legal Proceedings And Opinions......... 20
APPENDIX A: The Fixed Account.......... 21
APPENDIX B: Waiver of Withdrawal Charge
for Nursing Home Confinement......... 22
APPENDIX C: Table of Contents of the
Statement of Additional
Information.......................... 23
</TABLE>

INDEX OF SPECIAL TERMS

The following terms are italicized throughout the prospectus. Refer to the page
listed for an explanation of each term.

<TABLE>
<S> <C>
Accumulation Unit...................... 5
Annuitant.............................. 8
Annuity Payments....................... 12
Annuity Unit........................... 13
Cash Surrender Value................... 9
Contract Date.......................... 4
Contract Owner (You, Your)............. 4
Contract Value......................... 4
Contract Year.......................... 4
Funding Option(s)...................... 5
Maturity Date.......................... 4
Purchase Payment....................... 4
Written Request........................ 4
APPENDIX A: Fixed Account.............. 21
</TABLE>

2
<PAGE> 10

SEPARATE ACCOUNT PF

FEE TABLE

- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES

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

<TABLE>
<CAPTION>
LENGTH OF TIME
FROM PURCHASE
PAYMENT
(NUMBER OF YEARS) CHARGE
<S> <C>
1 8%
2 7%
3 6%
4 5%
5 4%
6 3%
7 2%
8 1%
9 and over 0%
ANNUAL CONTRACT ADMINISTRATIVE CHARGE $30
ANNUAL SEPARATE ACCOUNT CHARGES:
(as a percentage of the average daily net assets of the Separate Account)
Mortality and Expense Risk Charge............................................. 1.25%
Administrative Expense Charge................................................. .15%
------
Total Separate Account Charges............................................ 1.40%
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>
Smith Barney Money Market Portfolio
Smith Barney International Equity Portfolio
Smith Barney Income & Growth Portfolio
Smith Barney High Income Portfolio
Smith Barney Appreciation Portfolio
MFS Research Portfolio
MFS Total Return Portfolio
MFS OTC Portfolio
Smith Barney Concert Select High Growth Portfolio
Smith Barney Concert Select Growth Portfolio
Smith Barney Concert Select Balanced Portfolio
Smith Barney Concert Select Conservative Portfolio
Smith Barney Concert Select Income Portfolio
</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

3
<PAGE> 11

this prospectus for additional information. Expenses shown do not include
premium taxes, which may be applicable.

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>
Smith Barney Money Market..........................................
Smith Barney International Equity..................................
Smith Barney Income & Growth.......................................
Smith Barney High Income...........................................
Smith Barney Appreciation..........................................
MFS Research.......................................................
MFS Total Return...................................................
MFS OTC............................................................
Smith Barney Concert Select High Growth............................
Smith Barney Concert Select Growth.................................
Smith Barney Concert Select Balanced...............................
Smith Barney Concert Select Conservative...........................
Smith Barney Concert Select Income.................................
</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.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
PFS Variable Annuity is a contract between you, the contract owner, and
Travelers Insurance Company (called "us" or the "Company"). Under this contract,
you make purchase payments to us and we credit them to your Contract. The
Company promises to pay you an income, in the form of annuity payments,
beginning on a future date that you choose, the maturity date. The purchase
payments accumulate tax deferred in the funding option(s) of your choice. The
contract owner assumes the risk of gain or loss according to the performance of
the 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 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.

4
<PAGE> 12

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

PURCHASE PAYMENTS

The initial purchase payment must be at least $5,000. Additional payments of at
least $100 may be made under the Contract at any time. Under certain
circumstances, we may waive the minimum purchase payment requirement. Purchase
Payments over $1,000,000 may be made with our prior consent.

We will apply the initial purchase payment within two business days after we
receive it at our Home Office in good order. Subsequent purchase payments
received in good order will be credited to a Contract within one business day.
Our business day ends when the New York Stock Exchange closes, usually 4:00 p.m.
Eastern time.

ACCUMULATION UNITS

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

THE FUNDING OPTIONS

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

5
<PAGE> 13

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

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Smith Barney Money Market maximum current income and Smith Barney Mutual Funds
preservation of capital Management Inc. ("SBMFM")
Smith Barney International Equity total return on assets from SBMFM
growth of capital and income
Smith Barney Income & Growth current income and long term SBMFM
growth of income and capital
Smith Barney High Income high current income SBMFM
Smith Barney Appreciation long term appreciation of SBMFM
capital
MFS Research long term growth of capital and Travelers Investment Advisers ("TIA")
current income /Massachusetts Financial Services
Company ("MFS")
MFS Total Return above-average income consistent TIA/MFS
with the prudent
employment of capital
MFS OTC long term growth of capital TIA/MFS
Smith Barney Concert Select High capital appreciation SBMFM
Growth
Smith Barney Concert Select long term growth of capital SBMFM
Growth
Smith Barney Concert Select balance of growth of capital SBMFM
Balanced and income
Smith Barney Concert Select income and, secondarily, long SBMFM
Conservative term growth of capital
Smith Barney Concert Select high current income SBMFM
Income
</TABLE>

SUBSTITUTIONS AND ADDITIONS

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

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

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

6
<PAGE> 14

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

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

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

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

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

(d) from any Contract earnings.

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

We will not deduct a withdrawal charge (1) from payments we make due to the
death of the contract owner or the death of the annuitant with no contingent
annuitant surviving; or (2) upon election of an annuity payout (based upon life
expectancy); (3) due to a minimum distribution under our minimum distribution
rules then in effect; or (4) if the contract owner is hospitalized or confined
to an Eligible Nursing Home as described in Appendix B.

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 a percentage of the
contract value available at the end of the previous contract year. The free
withdrawal allowance applies to any partial withdrawals and to full withdrawals,
except those transferred directly to annuity contracts issued by other financial
institutions. In Washington state, this provision applies to all withdrawals.

ADMINISTRATIVE CHARGES

A Contract administrative charge of $30 is deducted annually. This charge
compensates us for expenses incurred in establishing and maintaining the
Contract. The charge is deducted from the contract value on the fourth Friday of
each August by canceling accumulation units applicable to each funding option on
a pro rata basis. No contract administrative charge will be deducted from the
Fixed Account. For the first year, this charge will be prorated (i.e.
calculated) from the date of purchase. A prorated charge will also be made if
the Contract is completely withdrawn or terminated. We will not deduct a
contract administrative charge: (1) from the distribution of death proceeds; or
(2) after an annuity payout has begun.

An administrative expense charge (sometimes called "sub-account administrative
charge") is deducted on each business day from amounts allocated to the variable
funding options in order to compensate the Company for certain related
administrative and operating expenses. The charge equals, on an annual basis,
0.15% of the daily net asset value allocated to each of the variable funding
options.

7
<PAGE> 15

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk charge. The
deduction is reflected in our calculation of accumulation and annuity unit
values. This charge equals, on an annual basis, 1.25% of the amounts held in
each funding option. We reserve the right to lower this charge at any time. The
mortality risk portion compensates us for guaranteeing to provide annuity
payments according to the terms of the Contract regardless of how long the
annuitant lives and for guaranteeing to provide the death benefit if an
annuitant dies prior to the maturity date. The expense risk portion compensates
us for the risk that the charges under the Contract, which cannot be increased
during the duration of the Contract, will be insufficient to cover actual costs.

REDUCTION OR ELIMINATION OF CONTRACT CHARGES

The withdrawal charge, the administrative charges, the mortality and expense
risk charge, and the distribution charge under the Contract may be reduced or
eliminated when certain sales or administration of the Contract result in
savings or reduction of administrative or sales expenses, and/or mortality and
expense risks. Any such reduction will be based on the following: (1) the size
and type of group to which sales are to be made; (2) the total amount of
purchase payments to be received; and (3) any prior or existing relationship
with the Company. There may be other circumstances, of which we are not
presently aware, which could result in fewer sales expenses, administrative
charges, or mortality and expense risk charges. For certain trusts, the Company
may change the order in which purchase payments and earnings are withdrawn in
order to determine the withdrawal charge. In no event will reduction or
elimination of the withdrawal charge or the administrative charge be permitted
where such reduction or elimination will be unfairly discriminatory to any
person.

FUNDING OPTION EXPENSES

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

PREMIUM TAX

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

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

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

TYPES OF OWNERSHIP

Contract Owner ("you"). The Contract belongs to the contract owner named in the
Contract (on the Specifications page), or to any other person to whom the
contract is subsequently assigned. An assignment of ownership or a collateral
assignment may be made only for nonqualified contracts. You have sole power
during the annuitant's lifetime to exercise any rights and to receive

8
<PAGE> 16

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

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

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

BENEFICIARY

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

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

Before the maturity date, you may transfer all or part of the contract value
between funding options. There are no restrictions on the frequency of transfers
currently; however, we reserve the right to assess a transfer charge of up to
$10 on transfer requests exceeding twelve per year, and to limit the number of
transfers. We will always allow at least one transfer in any six-month period.
Since different funding options have different expenses, a transfer of contract
values from one funding option to another could result in your investment
becoming subject to higher or lower expenses. After the maturity date, you may
make transfers between funding options only with our consent.

DOLLAR COST AVERAGING

Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly or quarterly basis so that
more accumulation units are purchased in a funding option if the value per unit
is low and less accumulation units are purchased

9
<PAGE> 17

if the value per unit is high. Therefore, a lower-than-average cost per unit may
be achieved over the long run.

You may elect automated transfers through written request or other method
acceptable to the Company. (For Contracts issued in New York, the election must
be made in writing.) You must have a minimum total contract value of $5,000 to
enroll in the Dollar Cost Averaging program. The minimum amount that may be
transferred through this program is $100.

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,
outstanding loans and any premium tax not previously deducted. You must submit a
written request specifying the fixed or variable funding option(s) from which
amounts are to be withdrawn. If no funding options are specified, the withdrawal
will be made on a prorata basis. The cash surrender value will be determined as
of the close of business after we receive your surrender request at the Home
Office. The cash surrender value may be more or less than the purchase payments
made depending on the contract value at the time of surrender.

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

SYSTEMATIC WITHDRAWALS

Beginning in the second contract year, 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 (on amounts in
excess of the free withdrawal allowance) and any applicable premium taxes will
be deducted. To elect systematic withdrawals, you must have a contract value of
at least $15,000 and you must make the election on the form provided by the
Company. We will surrender accumulation units pro rata from all funding options
in which you have an interest, unless you instruct us otherwise. You may begin
or discontinue systematic withdrawals at any time by notifying us in writing,
but at least 30 days' notice must be given to change any systematic withdrawal
instructions that are currently in place.

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

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

10
<PAGE> 18

LOANS

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

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

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

DEATH PROCEEDS PRIOR TO THE MATURITY DATE

WHERE ANNUITANT WAS YOUNGER THAN AGE 67 ON THE CONTRACT DATE AND DIES BEFORE AGE
85:

The death benefit payable as of the Death Report Date will be the greatest of
(1), (2) or (3) below, less any applicable premium tax and outstanding loans:

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

(2) the total Purchase Payments made under the Contract less the total
amount of any partial surrenders; or

(3) the maximum of all Step-Up Death Benefit Values (as described below)
in effect on the Death Report Date which are associated with
Contract Date anniversaries beginning with the eighth Contract Date
anniversary and ending with the last Contract Date anniversary
occurring on or before the Annuitant's 76th birthday.

We must be notified no later than six months from the date of death in order for
Us to make payment of proceeds as described above. If notification is received
more than six months after the date of death, the Death Benefit payable will be
the Contract Value on the Death Report Date less any applicable premium tax.

WHERE ANNUITANT WAS AGE 67 THROUGH 75 ON THE CONTRACT DATE AND DIES BEFORE AGE
85:

The death benefit payable as of the Death Report Date will be the greatest of
(1), (2) or (3) below, less any applicable premium tax, and outstanding loans:

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

(2) the total Purchase Payments made under the Contract; or

(3) the Step-Up Death Benefit Value determined as of the eighth Contract
Date Anniversary.

WHERE ANNUITANT WAS AGE 76 OR OLDER ON THE CONTRACT 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 and outstanding loans.

WHERE ANNUITANT DIES ON OR AFTER AGE 85:

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 and outstanding loans.

11
<PAGE> 19

STEP-UP DEATH BENEFIT VALUE:

A separate Step-Up Death Benefit Value will be established on the eighth
Contract Date anniversary, and on each Contract Date anniversary thereafter
which occurs on or prior to the Death Report Date and will initially equal the
Contract Value on that anniversary. After a Step-Up Death Benefit Value has been
established, it will be recalculated each time a Purchase Payment is made or a
partial surrender is taken until the Death Report Date. Step-Up Death Benefit
Values will be recalculated by increasing them by the amount of each applicable
Purchase Payment and by reducing them by a Partial Surrender Reduction (as
described below) for each applicable partial surrender. Recalculations of
Step-Up Death Benefit Values related to any Purchase Payments or any partial
surrenders will be made in the order that such Purchase Payments or partial
surrenders occur.

The Partial Surrender Reduction referenced above is equal to:

(1) the amount of a Step-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.

PAYMENT OF PROCEEDS

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

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

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

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

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

ENTITY AS OWNER. In the case of a nonqualified Contract owned by a nonnatural
person (e.g. a trust or another entity), any annuitant will be treated as the
contract owner. Any change in the annuitant will be treated as the death of the
contract owner.

DEATH PROCEEDS AFTER THE MATURITY DATE

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

12
<PAGE> 20

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 payments will begin on the maturity date stated
in the Contract unless the Contract has been fully surrendered or the proceeds
have been paid to the beneficiary before that date. Annuity payments are a
series of periodic payments (a) for life; (b) for life with either a minimum
number of payments or a specific amount assured; or (c) for the joint lifetime
of the annuitant and another person, and thereafter during the lifetime of the
survivor. We may require proof that the annuitant is alive before annuity
payments are made.

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

For nonqualified Contracts, at least 30 days before the original maturity date,
a contract owner may elect to extend the maturity date to any time prior to the
annuitant's 85th birthday or, for qualified Contracts, to a later date with the
Company's consent. Certain annuity options taken at the maturity date may be
used to meet the minimum required distribution requirements of federal tax law,
or a program of partial surrenders may be used instead. These mandatory
distribution requirements take effect generally upon the death of the contract
owner, or with qualified contracts upon either the later of the contract owner's
attainment of age 70 1/2 or year of retirement; 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 may not be available
in all states. Refer to your contract.) If, at the time annuity payments begin,
no election has been made to the contrary, the cash surrender value will be
applied to provide an annuity funded by the same investment options (contract
value, in Oregon). At least 30 days before the maturity date, you may transfer
the contract value among the funding options in order to change the basis on
which annuity payments will be determined. (See "Transfers.")

VARIABLE ANNUITY

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

DETERMINATION OF FIRST ANNUITY PAYMENT. The Contract contains 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.

13
<PAGE> 21

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
payment 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 amount
applied to effect the annuity will be the cash surrender value, 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 option selection any
time up to the maturity date. Once annuity payments have begun, no further
elections are allowed.

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

The minimum amount that can be placed under an annuity option will be $1,000
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. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
annuitant must be made by the contract owner.

ANNUITY OPTIONS

Subject to the conditions described in "Election of Options" above, all or any
part of the cash surrender value (or, where required by state law, contract
value) may be paid under one or more of the following annuity options. Payments
under the annuity options may be elected on a monthly, quarterly, semiannual or
annual basis. We may offer additional options.

Option 1 -- Life Annuity -- No Refund. The Company will make annuity payments
during the lifetime of the annuitant ending with the last payment before death.
This option offers the

14
<PAGE> 22

maximum periodic payment, since there is no assurance of a minimum number of
payments or provision for a death benefit for beneficiaries.

Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The
Company will make monthly annuity payments during the lifetime of the annuitant,
with the agreement that if, at the death of that person, payments have been made
for less than 120, 180 or 240 months as elected, we will continue making
payments to the beneficiary during the remainder of the period.

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make regular annuity payments during the lifetime of the annuitant and a second
person. When either person dies, we will continue making payments to the
survivor. No further payments will be made following the death of the survivor.

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of
Primary Payee. The Company will make annuity payments during the lifetimes of
the annuitant and a second person. One will be designated the primary payee, the
other will be designated the secondary payee. On the death of the secondary
payee, the Company will continue to make monthly annuity payments to the primary
payee in the same amount that would have been payable during the joint lifetime
of the two persons. On the death of the primary payee, the Company will continue
to make annuity payments to the secondary payee in an amount equal to 50% of the
payments which would have been made during the lifetime of the primary payee. No
further payments will be made once both payees have died.

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

INCOME OPTIONS

Instead of one of the annuity options described above, and subject to the
conditions described under "Election of Options," all or part of the cash
surrender value (or, where required by state law, contract value) may be paid
under one or more of the following income options, provided that they are
consistent with federal tax law qualification requirements. Payments under the
income options may be elected on a monthly, quarterly, semiannual or annual
basis:

Option 1 -- Payments of a Fixed Amount. The Company will make equal payments of
the amount elected until the cash surrender value applied under this option has
been exhausted. The first payment and all later payments will be paid from
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.

Option 2 -- Payments for a Fixed Period. The Company will make payments for the
fixed period selected based on the cash surrender value as of the date payments
begin. If, at the death of the annuitant, the total number of fixed payments has
not been made, the payments will be made to the beneficiary.

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

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

15
<PAGE> 23

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

RIGHT TO RETURN

You may return the Contract for a full refund of the contract value (including
charges) within twenty days after you receive it (the "right to return period").
Where state law requires a longer period, the Company will comply. You bear the
investment risk during the right to return period; therefore, the contract value
returned may be greater or less than your purchase payment. If the Contract is
purchased as an Individual Retirement Annuity, and is returned within the first
seven days after delivery, your 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. Refer to your Contract for any state-specific information.

TERMINATION

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

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 Separate Account PF For Variable Annuities ("Separate Account PF")
was established on July 30, 1997 and is registered with the SEC as a unit
investment trust (separate

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account) under the Investment Company Act of 1940, as amended (the "1940 Act").
The assets of Separate Account PF will be invested exclusively in the shares of
the variable funding options.

The assets of Separate Account PF 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 Separate
Account PF are, in accordance with the Contracts, credited to or charged against
Separate Account PF without regard to other income, gains and losses of the
Company. The assets held by Separate Account PF 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 Separate Account PF. All such income and/or distributions are reinvested in
shares of the respective funding option at net asset value. Shares of the
funding options are currently sold only to life insurance company separate
accounts to fund variable annuity and variable life insurance contracts.

PERFORMANCE INFORMATION

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

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

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be calculated in a
similar manner based on the performance of the funding options over a period of
time, usually for the calendar year-to-date, and for the past one-, three-,
five- and ten-year periods. Nonstandardized total returns will not reflect the
deduction of any withdrawal charge or the $30 annual contract administrative
charge, which, if reflected, would decrease the level of performance shown. The
withdrawal charge is not reflected because the Contract is designed for
long-term investment.

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

For funding options that were in existence prior to the date they became
available under the Separate Account, the standardized and nonstandardized
average annual total return quotations will show the investment performance that
such funding options would have achieved (reduced by

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<PAGE> 25

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.

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

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

GENERAL TAXATION OF ANNUITIES

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

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

NONQUALIFIED ANNUITY CONTRACTS

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

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

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

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<PAGE> 26

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

QUALIFIED ANNUITY CONTRACTS

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

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

OWNERSHIP OF THE INVESTMENTS

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

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

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<PAGE> 27

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

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

OTHER INFORMATION
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THE INSURANCE COMPANY

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

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who represent the Company, and who are
licensed registered representatives of Primerica Financial Services, Inc. The
compensation paid to sales representatives will not exceed % 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.

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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 Separate Account PF.
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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APPENDIX A

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THE FIXED ACCOUNT

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

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

Under the Fixed Account, the Company assumes the risk of investment gain or
loss, guarantees a specified interest rate, and guarantees a specified periodic
annuity payment. The investment gain or loss of Fund ABD or any of the funding
options does not affect the Fixed Account portion of the contract owner's
contract value, or the dollar amount of fixed annuity payments made under any
payout option.

We guarantee that, at any time, the Fixed Account contract value will not be
less than the amount of the purchase payments allocated to the Fixed Account,
plus interest credited as described below, less any applicable premium taxes or
prior surrenders. If the contract owner effects a surrender, the amount
available from the Fixed Account will be reduced by any applicable withdrawal
charge as described under "Charges and Deductions" in this prospectus.

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

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

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

TRANSFERS

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

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

enrollment in the Dollar Cost Averaging Program.

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APPENDIX B

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WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT

If the Annuitant is hospitalized and/or confined to an Eligible Nursing Home for
thirty consecutive days, you may make a total or partial withdrawal of your
contract value without incurring a Withdrawal Charge, even if the withdrawal
occurs during the first seven years of your contract. However, such a withdrawal
must be made within sixty days of the last day following a period of confinement
which lasts at least thirty consecutive days. We will require proof of
confinement in a form satisfactory to us, which may include certification by a
licensed physician.

An Eligible Nursing Home is defined as an institution or special nursing unit of
a hospital which meets at least one of the following requirements:

1. Medicare approved as a provider of skilled nursing care, intermediate nursing
care or custodial nursing care by the state in which it is located; or

2. Licensed and operated to provide skilled nursing care, intermediate nursing
care or custodial nursing care by the state in which it is located; or

3. Meets all the requirements listed below:

a. is licensed to operate as a nursing home by the state in which it is
located;

b. has, as a main function, the provision of skilled, intermediate, or
custodial nursing care;

c. is engaged in providing continuous room and board accommodations to 3
or more persons;

d. is under the supervision of a Licensed Vocational Nurse (LVN) or a
nurse of comparable qualifications; and

e. maintains a daily medical record of each patient.

FILING A CLAIM: You must provide the Company with written notice of a claim
within thirty days following the last day of a period of confinement which lasts
at least thirty consecutive days. Within fifteen days of receiving a written
notice of claim, we will send you all the necessary claim forms. If you do not
receive claim forms within that period of time, you may submit written proof of
your claim without using our forms.

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

No legal action may be brought to recover on this benefit until sixty days after
you have submitted written proof of your claim.

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APPENDIX C

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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
Mixed and Shared Funding
Valuation of Assets
Telephone Transfers
Federal Tax Considerations
Independent Accountants
Financial Statements

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Copies of the Statement of Additional Information dated , 1997 (Form No.
) 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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(THIS DOCUMENT IS NOT PART OF THE PROSPECTUS)

TRAVELERS IRA DISCLOSURE STATEMENT
- --------------------------------------------------------------------------------

This disclosure statement describes the general requirements of an Individual
Retirement Annuity (IRA) as well as the specific features of The Travelers
Insurance Company's Individual Retirement Annuity (The Travelers IRA). It is
provided in accordance with Internal Revenue Service regulations.

RIGHT TO REVOKE YOUR IRA

You may revoke your Travelers IRA at any time within 10 days (unless state law
requires a longer period) after the contract is delivered to you by notifying
The Travelers in writing within that 10-day period. Notice of revocation should
be submitted to:
The Travelers Insurance Company and its Affiliates
Annuity Services
One Tower Square
Hartford, Connecticut 06183-4056

You may also mail or deliver the revocation notice to your Financial
Representative. If you return the Contract within seven days of delivery, then
upon revocation you will be entitled to a full refund of your IRA contribution
without adjustment for administrative expenses, sales commissions (if any) or
fluctuations in market value. If you return the Contract during the remainder of
the 10-day period, then upon revocation you will receive your Contract Value,
without reduction for contract charges, but including the effects of any
fluctuations in market value. If you have any questions concerning your right of
revocation, please call 1-800-842-9368 during normal business hours.

ANNUITY CONTRACT DESCRIPTION

Your Travelers IRA is an annuity contract issued in your name for the exclusive
benefit of you or your beneficiaries. The Contract has the following features:

1. Your interest in the Contract is nonforfeitable.

2. Ownership of the Contract is not transferable.

3. The Contract may not be pledged or used as security for a loan.

4. You may begin to receive distributions under the Contract at any time. The
distributions may consist of a single sum, or a periodic annuity based upon
life expectancy, or of a guaranteed amount per year for a period of years, or
of any other distribution method agreed to by the Company.

5. If you die before distribution has begun, or after distribution has begun but
before the entire interest has been distributed, your beneficiaries must
receive distributions in the manner described under "DISTRIBUTIONS."

ELIGIBLE INDIVIDUALS

Anyone with earned income or compensation for services may contribute to an IRA.
If you or your spouse are active participants in an employer sponsored
retirement plan, your deductible contributions may be limited as described under
"CONTRIBUTIONS."

CONTRIBUTIONS

Maximum Deductible Amount: If you are not married, the maximum deductible
amount is $2,000. Whether you may deduct or the amount you may deduct depends on
whether you (and/or your spouse if you are married) are an active participant in
an employer-sponsored retirement plan as described below and the adjusted gross
income indicated on your Federal income tax return. If

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<PAGE> 33

you are not an active participant in an employer-sponsored retirement plan, you
may make a fully deductible IRA contribution in any amount up to the lesser of
100% of your earned income or compensation for the year or $2,000.

Spousal IRA: If you are married and neither you or your spouse is an active
participant in an employer-sponsored retirement plan, the maximum deductible
amount of payments which can be made to your IRA and to your spouse's IRA is the
lesser of $4,000 or 100% of your combined compensation. In any event, the
maximum premium paid to either IRA (yours or your spouses) may not exceed
$2,000.

An Employer-Sponsored Retirement Plan: includes any of the following types of
retirement plans:

- - a qualified pension/profit sharing described in IRC Section 401(a) or 401(k);

- - a Simplified Employee Pension plan (SEP) described in IRC Section 408(k);

- - a pension or retirement plan maintained by a federal, state or local
government or agency or Instrumentality thereof (other than a plan describe in
IRC Section 457);

- - tax sheltered annuities and custodial accounts described in IRC Section
403(b);

- - a qualified annuity plan under IRC Section 403(a);

- - a trust described in IRC Section 501(c)(18); or

- - a SIMPLE IRA plan or a SIMPLE 401(k) plan

Active Participant: You are an active participant in an employer-sponsored
retirement plan even if you do not have a vested right to any benefits under the
plan. Whether you are an "active participant" depends on the type of plan
maintained by your employer. Generally, you are considered an active participant
in a defined contribution plan if an employer contribution or forfeiture was
credited to your account under the plan for the year. You are considered an
active participant in a defined benefit plan if you are eligible to participate
in the plan, even though you may elect not to participate. You are also treated
as an active participant for a year during which you make voluntary or mandatory
contribution to any type of plan, even though your employer makes no
contribution to the plan. The Form W2 (Wage and Tax Statement) that you receive
from your employer annually will indicate whether you were an active participant
for the prior year.

If you (or your spouse, if you are filing a joint tax return) are covered by an
employer-sponsored retirement plan, your IRA contribution is tax deductible only
to the extent that your adjusted gross income does not exceed the following
limits.

Applicable Dollar Amount: The maximum deductible amount of your IRA
contribution is reduced proportionately for adjusted gross income which exceeds
the "applicable dollar amount" if you are an active participant. The applicable
dollar amount is $25,000 for an individual and $40,000 for married couples
filing a joint tax return. The applicable dollar amount for married individuals
filing separate returns is $0. A husband and a wife who file separate returns
for a taxable year and who live apart at all times during such taxable year are
not treated as married individuals for this purpose. If your adjusted gross
income exceeds the applicable dollar amount by not more than $10,000, you may
make a deductible IRA contribution but the deductible contribution will be
proportionately less than the maximum. "Adjusted gross income" for this purpose
is computed before your IRA deduction has been taken.

If you qualify for less than the maximum deductible amount, use the following
calculation to determine the amount of your deductible contribution:

1. Subtract the applicable dollar amount (discussed above) from your adjusted
gross income. If the result is $10,000 or more, you can only make a
nondeductible contribution.

2. Subtract the amount determined in Step 1 from $10,000.

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3. Divide the amount determined in Step 2 by $10,000.

4. Multiply $2,000 (or $4,000 if a spousal IRA) times the fraction determined
under Step 3. This is your maximum deductible contribution limit.

If the adjusted dollar deduction limit is not a multiple of $10, it should be
rounded up to the next highest $10 increment. If the amount calculated is less
than $200 but more than zero, the deductible contribution limit equals $200. The
$200 minimum floor on the deduction limit applies if your adjusted gross income
does not exceed $35,000 (for a single taxpayer), $50,000 (for married taxpayers
filing jointly), or $10,000 (for a married taxpayer filing separately).

Adjusted gross income for married couples filing a joint tax return is
calculated by aggregating the compensation of both spouses. The deduction
limitations determined above apply to each individual.

Non Deductible Amount: If you or your spouse are not eligible to make the
maximum deductible contribution to an IRA, you may make a nondeductible
contribution of up to the lesser of $2,000 ($4,000 if a spousal IRA) or 100% of
your compensation reduced by any deductible IRA contribution. Earnings on all
IRA contributions are tax deferred until distribution.

You are required to report to the IRS on Form 8606 the extent to which your IRA
contribution is nondeductible. If you overstate the amount of nondeductible
contributions for a taxable year, a penalty of $100 will be assessed for each
overstatement unless you can show that the overstatement was due to a reasonable
cause and that steps have been taken to correct the overstatement.

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 IRC Section 401 (c)(2). Compensation does not include amounts
received as earnings or profits from property or amounts not includible 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 IRC Section 71 with
respect to a divorce or separation instrument.

Time of Contribution: You may make contributions to your IRA at any time up to
and including the due date for filing your tax return (without extensions) for
the year. You may continue to make annual contributions to your IRA up to (but
not including) the calendar year in which you reach age 70 1/2. You may continue
to make annual contributions to your spousal IRA up to (but not including) the
calendar year in which your spouse reaches age 70 1/2.

ROLLOVER CONTRIBUTIONS

Qualified Retirement Plan To IRA: You may roll over to an IRA any taxable
portion of your balance in a qualified pension or profit-sharing plan, or in a
tax-sheltered annuity qualified under Section 403(b) of the Internal Revenue
Code, or to another IRA except generally for the following:

a) any distribution that is part of a series of substantially equal payments
made over your life or life expectancy or the joint life expectancies of you
and your spouse;

b) any distribution made for a specified period of ten years or more; and

c) any distribution which is a required minimum distribution described under
"DISTRIBUTIONS."

If you are subsequently covered under another qualified pension or
profit-sharing plan or tax sheltered annuity program which accepts rollover
contributions, you may transfer the assets of a rollover IRA into the new plan,
provided the rollover IRA assets were not commingled with other types of
contributions (e.g., other IRA contributions or other plan contributions).
SIMPLE IRA funds may not be rolled into your IRA during the first two years of
your participation in your employer's SIMPLE IRA.

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<PAGE> 35

Mandatory Withholding Requirements: If an IRA rollover from a qualified pension
or profit-sharing plan or from a tax-sheltered annuity is not conducted by means
of a "direct rollover" of funds between qualified plan and IRA trustees,
custodians or issuers, then 20% mandatory federal income tax withholding will be
taken from the distribution. You will not have the right to elect out of this
withholding. Qualified plans and tax-sheltered annuity plans and arrangements
must offer you the option of transferring distributed amounts eligible for
rollover by direct rollover to an eligible retirement plan, such as an IRA. If
you elect not to use a direct rollover but do deposit the net taxable
distribution in an IRA within 60 days from your receipt of the amount, you may
make up the 20% withheld from any other funds that you have available. If you
receive a distribution check from a qualified plan or tax-sheltered annuity that
is negotiable only by the IRA trustee, custodian or issuer of the IRA which is
to receive the rollover distribution, you may forward that check immediately
(but no later than 60 days) to the IRA trustee, custodian or issuer and the
Internal Revenue Service will treat the transaction as a direct rollover.

Limitations: Rollovers must be completed within 60 days after receipt of the
distribution. If the distribution is from a qualified pension/profit sharing
plan or a tax sheltered annuity and if property other than cash is distributed,
then you must roll over the property in the form received and may not first
convert it to cash.

SIMPLIFIED EMPLOYEE PENSION (SEP-IRA)

A Simplified Employee Pension or "SEP" is a special IRA plan under IRC section
408(k) which permits employers to make deductible contributions to separate IRAs
established for their employees. If your employer has adopted a SEP plan, your
employer may make deductible SEP contributions directly to your Travelers IRA
each year in an amount of up to the lesser of $30,000 or 15% of your current
year compensation. The contributions and any earnings thereon are not taxable
until withdrawn. Your employer must provide you with information describing the
terms of your SEP plan. In addition, you may make your own annual contributions
to your IRA each year up to the lesser of $2,000 or 100% of current year
compensation.

Contributions at Age 70 1/2 or Older: A deductible contribution may be made by
your employer to a SEP even for years when you are age 70 1/2 or older.

SPOUSAL IRA

You may be eligible to set up and contribute to an IRA for your spouse whether
or not he or she has received any compensation for the taxable year. You and
your spouse must set up separate IRAs. The total deduction for both your IRA and
the spousal IRA is limited to the lesser of $4,000 or 100% of the annual
compensation includible in your gross income. The contribution may be divided
between each IRA any way you wish, provided the total amount contributed to
either IRA does not exceed $2,000.

You must meet the following five requirements to set up a spousal IRA:

1. You must be married at the end of the year.

2. Your spouse must be under age 70 1/2 at the end of the tax year.

3. You must file a joint return for the tax year.

4. You must have taxable compensation for the year.

5. Your spouse's taxable compensation for the year is less than yours.

SIMPLE IRA PLANS

Beginning in 1997, certain small businesses may have a Savings Incentive Match
Plan for Employees called a SIMPLE plan. SIMPLE contributions may only be made
to SIMPLE IRA accounts through salary reduction and employer matching
contributions. If an individual takes a distribution

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<PAGE> 36

from a SIMPLE IRA within two years of the date of participation in the plan, the
10% premature penalty for premature distributions is increased to 25%. After the
two year period, a SIMPLE IRA may be rolled into an IRA.

EXCESS CONTRIBUTIONS

Excise Tax: Generally, any contributions exceeding the limitations discussed in
"CONTRIBUTIONS" are excess contributions subject to a nondeductible 6% excise
tax for each year (or portion thereof) that the excess contribution remains in
the IRA . This excise tax is not applied if the excess contribution and any
interest earned on it up to the date of distribution are withdrawn no later than
the due date of your tax return, plus any extensions. The interest element will
be taxable income to you in the tax year in which you receive it.

Withdrawal of Excess Contributions: If the excess contribution and interest
thereon is withdrawn after the due date for filing your return, and the excess
contribution did not cause your total contribution for the year to exceed $4,000
($30,000 if a Simplified Employee Pension) the 10% premature distribution tax
penalty will not apply. The excess contribution will not be included in your
gross income, provided no deduction was taken for such excess contribution. The
6% excise tax will generally apply to such amount however.

Alternate Method: An excess contribution may be eliminated in later years where
the maximum allowable contribution is not made. Thus, if you make less than the
maximum contribution allowed in any year after the excess contribution is made,
the difference between the allowable deduction and the amount contributed is
used to reduce the excess contribution and accumulated earnings. You may use
part of your current year allowable deduction to correct an excess contribution
provided no deduction was taken for the excess contribution in the prior tax
year.

Failure To Eliminate Excess Contribution: If an excess amount is contributed in
one year and not eliminated in later years, the excess will be subject to a 6%
excise tax each year until it has been eliminated.

TAX STATUS

Tax Deductible Status: Your contributions are generally tax deductible to the
extent described in "CONTRIBUTIONS" and any income earned from the Investment is
not taxable until it is distributed.

Loss of Deferred Status: If any of the events prohibited under Section 4975 of
the Code (such as any sale, exchange or leasing of any property between you and
your IRA) occurs during the existence of your IRA, your account will be
disqualified and the entire balance in your account will be treated as if
distributed to you as of the first day of the year in which the prohibited event
occurs. The "distribution" will be subject to ordinary income tax and, if you
are under age 59 1/2 at the time, it will also be subject to the 10% penalty tax
on premature distributions during the year in which you make such a prohibited
sale, exchange or leasing of property of the like.

Annual Information: Financial Information pertaining to your IRA will be
provided to you annually by the Company.

Penalty Reporting/IRS Form 5329: IRS Form 5329 should be filed with your tax
return for each taxable year during which penalty taxes are imposed on excess
contributions, premature distributions, prohibited transactions, and excess
accumulations.

DISTRIBUTIONS

Premature Distributions: If you receive a payment from your IRA before you
attain age 59 1/2, the payment will be considered a premature distribution
unless such distribution is made on account of death or disability, the
distribution is made over life or life expectancy, or a rollover contribution of
the entire amount is made to another IRA within 60 days. In addition, payments
made after

29
<PAGE> 37

1996 to pay medical expenses which exceed 7.5% of your adjusted gross income and
distributions to pay medical insurance for yourself, spouse and dependents if
you have separated from employment and have received unemployment compensation
under a state or federal program for at least 12 weeks will not be considered a
premature distribution. The amount received in a premature distribution will
then be included in your gross income for the taxable year of receipt. If no
exception applies, your income tax liability for that tax year is increased by
an amount equal to 10% of the amount includible in your gross income. This
additional tax will apply only to the portion of a distribution which is
includible in your income. Distributions from a SIMPLE IRA made in the first two
years of date of participation are subject to a 25% premature penalty tax.
Distributions up to the amount of your nondeductible contributions are not
subject to the 10% penalty tax, but any earnings on your nondeductible
contributions will be subject to the 10% penalty tax. Use IRS Form 5329 to
report and calculate the 10% tax penalty.

Minimum Required Distributions: Distributions must begin by April 1st of the
calendar year following the year in which you attain age 70 1/2. You may elect
to receive your entire interest in a single sum or you may elect a periodic
distribution over either (a) your life, (b) the lives of you and your designated
beneficiary, (c) a period not extending beyond your life expectancy, or (d) a
period not extending beyond the life expectancy of you and your designated
beneficiary (subject to certain limitations if your designated beneficiary is
not your spouse.)

50% Excise Tax: Once payments are required to commence, a minimum distribution
is calculated based on your life expectancy or the joint life expectancy of you
and your beneficiary. A 50% nondeductible excise tax may be imposed on an
under-distribution, representing the difference between the minimum payout
required for the tax year in question and the amount actually paid out to you.
Use IRS Form 5329 to calculate and report the tax.

For example, if the minimum payout that you should receive is $1,000 for the
taxable year and you only receive $600, an excise tax of $200 (50% of the $400
under-payment) may apply. Payments received under a life annuity commencing not
later than age 70 1/2 avoid this excise tax.

Death After Commencement of Distributions: If you die after distributions have
begun, but before the entire interest has been distributed, the entire remaining
balance must be distributed at least as rapidly as under the method of
distribution in effect as of the date of death.

Death Before Commencement of Distributions: If you die before distributions
have begun, the entire amount remaining in your IRA, at the election of your
beneficiary(ies) will be:

I. paid out by December 31, of the 5th year of the anniversary of your death;
or

II. paid in equal or substantially equal payments over the life or life
expectancy of a designated beneficiary(ies); or

III. if your beneficiary is a surviving spouse, the IRA balance may be rolled
over into a IRA in the surviving spouses' name. If your surviving spouse is
the sole beneficiary, distributions are not required until the date you
would have attained age 70 1/2. If your spouse then dies before
distributions begin he or she will be treated as the IRA contract owner,
and the restrictions of the above paragraph apply.

Ordinary Income: Distributions from your IRA are taxed as ordinary income
regardless of their source. (See "Nondeductible Contributions" below.) IRA
distributions are not eligible for capital gains treatment. Payments from a life
annuity spread the tax over the duration of your life. Payments under the IRA
contract are taxable as you receive them.

Estate And Gift Tax: The value of an annuity or other payment received by your
beneficiary is generally includible in your gross estate, but does not
constitute a taxable gift to the beneficiary.

Excess Distribution Penalty: If you receive more than $160,000 annually from
IRAs and other retirement plans, you will generally be subject to a 15% tax on
the excess over $160,000. The

30
<PAGE> 38

excess distribution penalty has been temporarily suspended and will not apply to
distributions taken during 1997, 1998 and 1999.

Excess Accumulation Penalty: An excess accumulation penalty may be imposed on
your estate if you die with an excess accumulation in your IRA when combined
with your other retirement plans. You should consult your tax advisor for
further information. Note that the excess accumulation penalty continues to
apply in 1997, 1998 and 1999.

Nondeductible Contributions: To the extent that a distribution constitutes a
return of your nondeductible contributions, it will not be included in your
income. The amount of any distribution includible in income is the portion that
bears the same ratio to the total distribution that your aggregate nondeductible
contributions bear to the balance at the end of the year (calculated after
adding back distributions during the year) of all your IRAs.

Rollover To Another IRA: The proceeds of your IRA or any portion may be used as
a rollover contribution to another IRA. This rollover will avoid taxation to the
extent you reinvest the distribution within 60 days of when you receive it. A
rollover of this nature may occur only once a year.

FURTHER INFORMATION MAY BE OBTAINED FROM ANY DISTRICT OFFICE OF THE INTERNAL
REVENUE SERVICE OR BY OBTAINING IRS PUBLICATION 590, INDIVIDUAL RETIREMENT
ARRANGEMENTS (IRAS).

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<PAGE> 39

PART B

Information Required in a Statement of Additional Information
<PAGE> 40
STATEMENT OF ADDITIONAL INFORMATION

dated

, 1997

for

THE TRAVELERS SEPARATE ACCOUNT PF
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 Insurance Company, Annuity Services, One
Tower Square, Hartford, Connecticut 06183-9061, or by calling (800) 842-9368.

TABLE OF CONTENTS

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

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

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

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

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

TELEPHONE TRANSFERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

FEDERAL TAX CONSIDERATIONS. . . . . . . . . . . . .. . . . . . . . . . . . . . . . 5

INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>
<PAGE> 41
THE INSURANCE COMPANY

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

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. Separate Account PF 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 Separate Account PF 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 indirect,
wholly-owned subsidiary of the Company, serves as principal underwriter for
Separate Account PF and the Contracts. The offering is continuous. Tower
Square's principal executive offices are located at One Tower Square, Hartford,
Connecticut. It is anticipated that an affiliated broker dealer will become the
principal underwriter during 1997.

DISTRIBUTION AND MANAGEMENT AGREEMENT

Under the terms of the Distribution and Management Agreement among
Separate Account PF, 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 Separate
Account PF. 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. The Company also
pays all costs (including costs associated with the preparation of sales
literature); all costs of qualifying Separate Account PF and the variable
annuity contract with regulatory authorities; the costs of proxy solicitation;
and all custodian,

1
<PAGE> 42
accountant's and legal fees. The Company also provides without cost to Separate
Account PF all necessary office space, facilities, and personnel to manage its
affairs.

VALUATION OF ASSETS

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

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

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

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

THE CONTRACT VALUE: The value of an accumulation unit on any business day is
determined by multiplying the value on the preceding business day by the net
investment factor for the valuation period just ended. The net investment
factor is used to measure the investment performance of a funding option from
one valuation period to the next. The net investment factor for a funding
option for any valuation period is equal to the sum of 1.000000 plus the net
investment rate (the gross investment rate less any applicable funding option
deductions during the valuation period relating to the mortality and expense
risk charge and the administrative expense charge). The gross investment rate
of a funding option is equal to (a) minus (b), divided by (c) where:
(a) = investment income plus capital gains and losses (whether realized or
unrealized);
(b) = any deduction for applicable taxes (presently zero); and
(c) = the value of the assets of the funding option at the beginning of the
valuation period.

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.

2
<PAGE> 43
ACCUMULATION UNIT VALUE. The value of an accumulation unit on any business day
is determined by multiplying the value on the preceding business day by the net
investment factor for the valuation period just ended. The net investment
factor is calculated for each funding option and takes into account the
investment performance, expenses and the deduction of certain expenses.

ANNUITY UNIT VALUE. An annuity unit value as of any business day is equal to
(a) the value of the annuity unit on the immediately preceding business day,
multiplied by (b) the corresponding net investment factor for the valuation
period just ended, divided by (c) the assumed net investment factor for the
valuation period. (For example, the assumed net investment factor based on an
annual assumed net investment rate of 3.0% for a Valuation Period of one day is
1.000081 and, for a period of two days, is 1.000081 x 1.000081.)

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of
historical performance for the Funding Options of Separate Account PF. The
Company may advertise the "standardized average annual total returns" of the
Funding Option, calculated in a manner prescribed by the Securities and
Exchange Commission, as well as the "non-standardized total return," as
described below:

STANDARDIZED METHOD. Quotations of average annual total returns are
computed according to a formula in which a hypothetical initial investment of
$1,000 is applied to the Funding Option, and then related to ending redeemable
values over one-, five-, and ten-year periods, or for a period covering the
time during which the Funding Option has been in existence, if less. If a
Funding Option has been in existence for less than one year, the "since
inception" total return performance quotations are year-to-date and are not
average annual total returns. These quotations reflect the deduction of all
recurring charges during each period (on a pro rata basis in the case of
fractional periods). The deduction for the annual 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) under the Prospectus to
which this Statement of Additional Information relates. Each quotation assumes
a total redemption at the end of each period with the assessment of any
applicable Withdrawal Charge 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 applicable 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

3
<PAGE> 44
limited to, Lipper Analytical Services, Inc. and Morningstar, Inc.) and
publications that monitor the performance of Separate Account PF and the
Underlying Funds.

For Funding Options that were in existence prior to the date they
became available under Separate Account PF, 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. An Owner's Contract Value
at redemption may be more or less than original cost.

Average annual total returns for each of the Funding Options computed
according to the standardized and non-standardized methods for the period
ending December 31, 1996 (beginning at inception date) are set forth in the
following table.

TOTAL RETURN CALCULATIONS
FUNDING OPTIONS OF SEPARATE ACCOUNT PF
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
STANDARDIZED NON-STANDARDIZED Inception
Date

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

1-YR 5-YR 10-YR 1-YR 3-YR 5-YR 10-YR
<S> <C>
Smith Barney Money
Market
Smith Barney
International Equity
Smith Barney Income
and Growth
Smith Barney High
Income
Smith Barney
Appreciation
MFS OTC
MFS Research
MFS Total Return
Smith Barney Concert
Select High Growth
Smith Barney Concert
Select Growth
Smith Barney Concert
Select Balanced
Smith Barney Concert
Select Conservative
Smith Barney Concert
Select Income
</TABLE>
* Since inception.

4
<PAGE> 45
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 70 1/2.
Distributions must also begin or be continued according to required patterns
following the death of the contract owner or the annuitant.

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

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

5
<PAGE> 46
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.

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

SIMPLE Plan IRA Form

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

QUALIFIED PENSION AND PROFIT-SHARING PLANS

6
<PAGE> 47
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 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

7
<PAGE> 48
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

Coopers & Lybrand L.L.P., independent accountants, 100 Pearl Street,
Hartford, Connecticut, are the independent auditors for Separate Account PF.
The services provided to Separate Account PF will include primarily the audit
of the Separate Account's financial statements. Financial statements for
Separate Account PF are not available since the Separate Account had no assets
or activity as of the effective date of this SAI.

The consolidated financial statements of the Travelers Insurance
Company and Subsidiaries as of December 31, 1996 and 1995, and for each of the
years in the three-year period ended December 31, 1996, have been included
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.

8
<PAGE> 49
PART C

Other Information

Item 24. Financial Statements and Exhibits

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

The consolidated financial statements of The Travelers Insurance
Company and Subsidiaries and the report of Independent Accountants
will be provided in a pre-effective amendment.

(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. To be filed by amendment.

4. Variable Annuity Contract.

5. Not Applicable.

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 filed by amendment.

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

15. 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> 50
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. Nevis 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>

<PAGE> 51
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ------------------ ------------------
<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
Applied Expert Systems Inc. Massachusetts 23.40 EDP Software
The Plaza Corporation Connecticut 100.00 Holding company
The Copeland Companies (Holding Company) 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 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 Associates of Nevada, Inc. Nevada 100.00 Insurance
Copeland Benefits Management Company New Jersey 51.00 Investment marketing
Copeland Equities, Inc. New Jersey 100.00 Fixed/variable annuities
Donald F. Smith & Associates New Jersey 100.00 Insurance agency
Donald F. Smith Insurance Benefit Services, Inc. Massachusetts 100.00 Insurance agent
H.C. Copeland Associates, Inc. of Massachusetts Massachusetts 100.00 Fixed annuities
Smith Annuity Services, Inc. New Jersey 100.00 Broker dealer
</TABLE>

2
<PAGE> 52
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ------------------ ------------------
<S> <C> <C> <C>
Copeland Financial Services, Inc. New Jersey 100.00 Investment advisory
services.
Copeland Mortgage Services, Inc. New Jersey 100.00 Mortgage services
H.C. Copeland and Associates, Inc. of Texas Texas 100.00 Fixed/variable annuities
Three Parkway Inc. - I Pennsylvania 100.00 Investment real estate
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 Broker dealer
Travelers Investment Adviser, Inc. Delaware 100.00 Investment advisor
Travelers/Net Plus Insurance Agency, Inc. Massachusetts 100.00 Insurance agency
Travelers/Net Plus, Inc. Connecticut 100.00 Insurance agency
Travelers/Net Plus Agency of Ohio, Inc. Ohio 100.00 Insurance agency
The Travelers Life and Annuity Company Connecticut 100.00 Life insurance
Travelers Group Investment Management, LLC Delaware 50.00 Investment advisor
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 Property Casualty Corp. Delaware 82.00 Holding company
The Standard Fire Insurance Company Connecticut 100.00 Insurance company
AE Properties, Inc. California 100.00 Insurance
</TABLE>

3
<PAGE> 53
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ------------------ ------------------
<S> <C> <C> <C>
Community Rehabilitation Investment Corporation Connecticut 100.00 Investment services
The Automobile Insurance Company of Hartford, Connecticut 100.00 Insurance company
Connecticut
TravCal Secure Insurance Company California 100.00 Auto insurance
TravCal Indemnity Company California 100.00 Auto insurance
Travelers Personal Security Insurance Company Connecticut 100.00 Insurance company
Travelers Property Casualty Insurance Company Connecticut 100.00 Insurance company
Travelers Property Casualty Insurance Company of Illinois 100.00 Insurance company
Illinois
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 Group Lloyds Texas 0.00 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
Red Oak Insurance Company New Jersey 100.00 Insurance company
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
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
</TABLE>

4
<PAGE> 54
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ------------------ ------------------
<S> <C> <C> <C>
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
Travelers Casualty and Surety Company Connecticut 100.00 Insurance company
AE Development Group, Inc. Connecticut 100.00 Insurance
Aetna Casualty & Surety Company of Canada Canada 100.00 Insurance company
Aetna Information Services Inc. Connecticut 50.00 Insurance
Aetna National Accounts U.K. Limited United Kingdom 100.00 Insurance company
Charter Oak Services Corporation New York 100.00 Insurance
Farmington Casualty Company Connecticut 100.00 Insurance company
Farmington Management, Inc. Connecticut 100.00 Management services
Travelers Casualty and Surety Company of America Connecticut 100.00 Insurance company
Travelers Casualty and Surety Company of Illinois Illinois 100.00 Insurance company
Travelers Casualty Company of Connecticut Connecticut 100.00 Insurance company
Travelers Commercial Insurance Company Connecticut 100.00 Insurance company
Travelers Excess and Surplus Lines Company Connecticut 100.00 Insurance Company
Travelers Lloyds of Texas Insurance Company Texas 100.00 Insurance company
Urban Diversified Properties, Inc. Connecticut 100.00 Insurance
Primerica Client Services, Inc. Delaware 100.00 Discount purchase club
Primerica Convention Services, Inc. Georgia 100.00 Convention planner
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
</TABLE>

5
<PAGE> 55
<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 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
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
</TABLE>

6
<PAGE> 56
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ------------------ ------------------
<S> <C> <C> <C>
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
City Loan Financial, Inc. Ohio 100.00 Consumer finance
Commercial Credit Banking Corporation Oregon 100.00 Consumer finance
Commercial Credit Consumer Services, Inc. Minnesota 100.00 Consumer finance
Commercial Credit Corporation (Hawaii) Hawaii 100.00 Financial services
Commercial Credit Corporation (AL) Alabama 100.00 Consumer finance
Commercial Credit Corporation (CA) California 100.00 Consumer finance

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
</TABLE>

7
<PAGE> 57
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ------------------ ------------------
<S> <C> <C> <C>
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
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
</TABLE>

8
<PAGE> 58
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ------------------ ------------------
<S> <C> <C> <C>
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
Security Pacific Finance System Incorporated Delaware 100.00 Holding company
BA Financial Management Services, Inc. Delaware 100.00 Mgt, payroll, leaseholding
Dealers Credit, Inc. Delaware 100.00 Insurance agent
Security Pacific Consumer Discount Company Pennsylvania 100.00 Consumer loans
Security Pacific Finance Credit Corp. Delaware 100.00 Consumer credit
Security Pacific Financial Services Inc. Delaware 100.00 Consumer credit
Security Pacific Financial Services of
Minnesota Inc. Minnesota 100.00 Consumer credit
Security Pacific Financial Services of
Nevada Inc. Nevada 100.00 Credit insurance
Security Pacific Financial Services of West
Virginia Inc. West Virginia 100.00 Industrial loans
SPF Advertising Agency, Inc. Kansas 100.00 Advertising discounts
The Midwestern Agency Corporation, Inc. Iowa 100.00 Insurance commissions
Security Pacific Financial Services of Des Moines Inc. Iowa 100.00 Consumer loans
Security Pacific Mortgage Corporation Virginia 100.00 Second mortgages
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
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
</TABLE>

9
<PAGE> 59
<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 of Kentucky, Inc. Kentucky 100.00 Financial services.
Travelers Home Mortgage Services, Inc. North Carolina 100.00 Financial services
Travelers Home Mortgage Services of Pennsylvania, Inc. Pennsylvania 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
Smith Barney Private Trust Company (Cayman) Limited Cayman Islands 50.00 Trust company
Greenwich (Cayman) I Limited Cayman Islands 50.00 Corporate services
Greenwich (Cayman) II Limited Cayman Islands 50.00 Corporate services
Greenwich (Cayman) III Limited Cayman Islands 50.00 Corporate services
SB Cayman Holdings II Inc. Delaware 100.00 Holding company
Smith Barney Private Trust Company (Cayman) Limited Cayman Islands 50.00 Trust company
Greenwich (Cayman) I Limited Cayman Islands 50.00 Corporate services
Greenwich (Cayman) II Limited Cayman Islands 50.00 Corporate services
Greenwich (Cayman) III Limited Cayman Islands 50.00 Corporate services
SB Cayman Holdings III Inc. Delaware 100.00 Holding company
</TABLE>

10
<PAGE> 60
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ------------------ ------------------
<S> <C> <C> <C>
Smith Barney Credit Services (Cayman) Ltd. Cayman Islands 50.00 Corporate services
SB Cayman Holdings IV Inc. Delaware 100.00 Holding company
Smith Barney Credit Services (Cayman) Ltd. Cayman Islands 50.00 Corporate services
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 Acquisition Fund, Inc. Cayman Islands 100.00 Commodities fund
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 company
Smith Barney Europe, Ltd. United Kingdom 100.00 Corporate finance
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
</TABLE>

11
<PAGE> 61
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ------------------ ------------------
<S> <C> <C> <C>
Smith Barney Inc. Delaware 100.00 Broker dealer
KEB Smith Barney Securities Co., Ltd. Korea 49.00 Broker dealer
SBHU Life Agency, Inc. Delaware 100.00 Insurance brokerage
Robinson-Humphrey Insurance Services Inc. Georgia 100.00 Insurance brokerage
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
</TABLE>

12
<PAGE> 62
<TABLE>
<CAPTION>
% of Voting
Securities
Owned Directly
State of or Indirectly by
Organization The Travelers Inc. Principal Business
------------ ------------------ ------------------
<S> <C> <C> <C>
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
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
Travelers Group Investment Management, LLC Delaware 50.00 Investment advisor
Smith Barney Offshore, Inc. Delaware 100.00 Decathlon Fund advisor
Decathlon Offshore Limited Cayman Islands 100.00 Commodity fund
Smith Barney Securities Investment Consulting Co. Ltd. Taiwan 99.00 Investment 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 Management services
TRV Employees Investments, Inc. Delaware 100.00 Investments
TRV/RCM Corp. Delaware 100.00 Inactive
TRV/RCM LP Corp. Delaware 100.00 Inactive
</TABLE>

13
<PAGE> 63
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> 64
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 III for Variable Annuities
The Travelers Fund BD IV for Variable Annuities
The Travelers Fund ABD for Variable Annuities
The Travelers Fund ABD II for Variable Life Insurance
The Travelers Separate Account QP for Variable Annuities
The Travelers Separate Account QP 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 Two
The Travelers Variable Life Insurance Separate Account Three
The Travelers Variable Life Insurance Separate Account Four

<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ----------------
<S> <C>
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
</TABLE>
<PAGE> 65
<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ----------------
<S> <C>
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 F. 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
</TABLE>

* 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; and

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

The Company hereby represents:

(a). That the aggregate charges under the Contracts of the
Registrant described herein are reasonable in relation to the
services rendered, the expenses expected to be incurred, and
the risks assumed by the Company.
<PAGE> 66
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 July 31, 1997.

THE TRAVELERS SEPARATE ACCOUNT PF 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 July 31, 1997.

<TABLE>
<S> <C>
*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)

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

*MARC P. WEILL Director
- ---------------------------------
(Marc P. Weill)
</TABLE>

*By: Ernest J. Wright, Attorney-in-Fact
<PAGE> 67
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 To be filed by
amendment

4. Form of Variable Annuity Contract. Electronically

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 To be filed by
Certified Public Accountants. amendment

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

15. 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 31st day of July
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 Separate Account PF for Variable Annuities (hereinafter "Separate
Account PF"), 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 July 30, 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 Separate Account PF.

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
Separate Account PF the administrative expenses of Separate Account PF,
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 Separate Account
PF, including clerical, bookkeeping, accounting and other office
personnel;

(c) all information and services, including legal services, required
in connection with registering and qualifying Separate Account PF
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 Separate Account PF for the safekeeping of its cash,
securities and other property; and

(g) the charges and expenses of independent accountants retained by
Separate Account PF.
<PAGE> 2
5. The services of the Company and Tower Square to Separate Account
PF 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 Separate Account PF) 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 Separate
Account PF an amount per valuation period of Separate Account PF, 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 SEPARATE ACCOUNT PF
FOR VARIABLE ANNUITIES
By:
------------------------------------
Title:
---------------------------------
WITNESS:

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

TOWER SQUARE SECURITIES, INC.
By:
-----------------------------------
Title:
--------------------------------
ATTEST: (SEAL)

- ----------------------------
Corporate Secretary

-2-

<PAGE> 1
EXHIBIT 4

THE TRAVELERS INSURANCE COMPANY - ONE TOWER SQUARE -
HARTFORD, CONNECTICUT - 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 CANCELLED WITHIN 20 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. 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

/s/ M.A. CARPENTER

President

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

INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
TAX QUALIFIED
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 Page 3

Definitions Page 5

Owner, Beneficiary and Annuitant Provisions Page 6

Purchase Payment and Valuation Provisions Pages 7-9

Death Benefit Provisions Page 10

Settlement Provisions Pages 11-13

General Provisions Pages 14-15

Table of Values Page 16

Life Annuity Tables Pages 17-18
</TABLE>

Any Riders or Endorsements follow the Life Annuity Tables.

Page 2
<PAGE> 3
CONTRACT SPECIFICATIONS

<TABLE>
<S> <C>
OWNER JOHN DOE

ANNUITANT JOHN DOE

CONTRACT NUMBER SPECIMEN

CONTRACT DATE 07/01/97

MATURITY DATE 07/01/27

MONTHLY LIFE ANNUITY

INITIAL PURCHASE PAYMENT $5,000.00
</TABLE>

PURCHASE PAYMENTS:

Minimum Initial Purchase Payment: $5,000
Minimum Subsequent Purchase Payment: $100
Maximum Purchase Payment: $1,000,000 unless we consent to a larger amount.

THE TRAVELERS SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES

<TABLE>
<CAPTION>
FUNDING OPTIONS: SUB ACCOUNT
DEDUCTION PER DAY
<S> <C>
Smith Barney Concert Allocation Series Inc.:
Select Balanced Portfolio .0000384
Select Conservative Portfolio .0000384
Select Growth Portfolio .0000384
Select High Growth Portfolio .0000384
Select Income Portfolio .0000384
Smith Barney Series Fund:
Appreciation Portfolio .0000384
Travelers Series Fund Inc.:
Smith Barney High Income Portfolio .0000384
Smith Barney Income and Growth Portfolio .0000384
Smith Barney International Equity Portfolio .0000384
Smith Barney Money Market Portfolio .0000384
MFS Total Return Portfolio .0000384
</TABLE>

SUB ACCOUNT DEDUCTIONS:
The Sub Account Deduction Per Day is based on the following annual charges:
ADMINISTRATIVE CHARGE: .15%
MORTALITY AND EXPENSE RISK CHARGE: 1.25%

FIXED ACCOUNT 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 the calendar quarter.

TRANSFER CHARGE:

We reserve the right to assess a Transfer Charge of up to $10.00 on transfers
exceeding 12 per year. We will notify You in Writing at Your last known
address at least 31 days prior to the imposition of any such Transfer Charge.
You may transfer up to 15% of the Fixed Account value to any of the
Sub-Accounts twice a year during the 30 days following the semi-annual Contract
Date anniversary.

3
<PAGE> 4
CONTRACT CHARGE

$30.00 Annually. This charge will be taken on the fourth Friday of August of
each year. No Contract Charge will be deducted from the Fixed Account.

This charge will not be assessed under the following situations:
a) distribution of proceeds due to death; or
b) after an Annuity or Income payout has begun.

WITHDRAWAL CHARGES DEDUCTED ON SURRENDER:

<TABLE>
<CAPTION>
DEFERRED SALES CHARGE
YEARS SINCE PURCHASE (PERCENT OF PURCHASE PAYMENTS NOT PREVIOUSLY
PAYMENT WAS PAID SURRENDERED) (FIRST-IN, FIRST-OUT BASIS)
---------------- ----------------------------------------
<S> <C>
1 8%
2 7%
3 6%
4 5%
5 4%
6 3%
7 2%
8 1%
9 AND THEREAFTER 0%
</TABLE>

For purposes of the Deferred Sales Charge calculation, withdrawals will be
deemed to be taken in the following order:

a) from any Purchase Payments to which no withdrawal charge is
applicable;
b) from any remaining Withdrawal Allowance after reduction by the
amount of (a);
c) from any Purchase Payments to which a Deferred Sales Charge is
applicable (on a First-In, First-Out basis); and
d) from any Contract interest.

WITHDRAWAL ALLOWANCE:

After the first Contract Year,and to the extent permitted under the currently
effective tax law qualification rider, You may take partial surrenders annually
of up to 10% of Your Contract Value as of the first Valuation Date of each
Contract Year without imposition of a Withdrawal Charge. The Withdrawal
Allowance is available for any partial withdrawal and for a full withdrawal
except those withdrawals directly transferred to annuity contracts with other
financial institution(s). Any withdrawal deemed to be taken from Purchase
Payments to which no Withdrawal Charge applies will reduce any withdrawal
allowance available in that Contract Year. Any withdrawal deemed to be taken
from the Withdrawal Allowance will not reduce the amount of Purchase Payments
to which a Deferred Sales Charge is applicable.

DISTRIBUTION NOT SUBJECT TO A WITHDRAWAL CHARGE:

We will not deduct a Withdrawal Charge for Payments under this Contract due to:
a) distribution of proceeds due to death;
b) minimum distribution as defined by the Internal Revenue Code;
c) an Annuity Option based upon life expectancy; or
d) an Income Option with payments for a fixed period of five years or
greater, elected after the first Contract Year.

UPON ANNUITIZATION, ASSUMED DAILY NET INVESTMENT FACTOR IS 1.000081 FOR ALL
SUB-ACCOUNTS.

TERMINATION

We reserve the right to terminate this contract when the Contract Value is less
than the Termination Amount of $2,000 and no Purchase Payments have been made
for at least two years.

4
<PAGE> 5
DEFINITIONS

(a) ACCOUNT(S) - the Sub-Accounts and/or the Fixed Account under this
contract.

(b) ACCUMULATION UNIT - an accounting unit of measure used to calculate
the value of this contract before Annuity payments begin.

(d) ANNUITANT - the person on whose life the Maturity Date and Annuity
payments depend.

(e) ANNUITY UNIT - an accounting unit of measure used to calculate the
amount of Annuity Payments.

(f) 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.

(g) CONTRACT DATE - the date on which the contract is issued.

(h) CONTRACT YEARS - twelve month periods beginning with the Contract
Date.

(i) 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.

(j) 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.

(k) FIXED ACCOUNT - an account that consists of all of the assets under
this contract other than those in the Separate Account.

(l) FUNDING OPTION - an open-end diversified management investment
company indicated in the CONTRACT SPECIFICATIONS, which serves as an
investment option under the Separate Account.

(m) MATURITY DATE - the date on which the Annuity payments are to begin.

(n) OUR OFFICE - the Home Office of The Travelers Life and Annuity
Company or any other office which we may designate for the purpose
of administering this contract.

(o) RECORDED - a Written Request is recorded when the information is
noted in our file for this contract.

(p) SEPARATE ACCOUNTS - those Separate Accounts indicated in the
CONTRACT SPECIFICATIONS which we established for this class of
contracts and certain other contracts.

(q) SETTLEMENT OPTIONS - an Annuity or Income option elected under this
contract.

(r) SUB-ACCOUNT - that portion of the assets of a Separate Account which
is allocated to a particular Underlying Fund.

(s) 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.

(t) VALUATION DATE - a date on which a Sub-Account is valued.

(u) VALUATION PERIOD - the period between successive valuations.

(v) WE, US, OUR - The Travelers Insurance Company.

(w) 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.

(x) YOU, YOUR - the Owner.

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<PAGE> 6
OWNER, BENEFICIARY AND ANNUITANT PROVISIONS

OWNER

This contract belongs to the owner shown on the CONTRACT SPECIFICATIONS. As
owner, you have 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 a Tax Qualified Contract.

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.

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 of 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 take 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 of a Tax Qualified Contract qualifying
under Section 408 of the Code, or to the estate of the owner of a
non-trusteed Tax Qualified Contract under other than Section 408 of
the Code; or
b. to the trustee or plan administrator of a trusteed Tax Qualified plan
contract for further distribution in accordance with the plan.

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 under a provision of the tax law
qualification rider currently in effect for this contract.

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<PAGE> 7
PURCHASE PAYMENT AND VALUATION PROVISIONS

PURCHASE PAYMENTS

PURCHASE PAYMENT
Purchase payments are the payments you make for this contract and the benefits
it provides. An initial lump sum purchase payment must be made to the contract
and is due and payable before the contract becomes effective. Each purchase
payment is payable as shown on the CONTRACT SPECIFICATIONS to us at Our Office
or to one of our authorized representatives. No purchase payments after the
initial purchase payment are required to continue this contract in force,
except as provided in the "Termination" provision.

Net purchase payments are that part of your purchase payments applied to the
Contract Value. A net purchase payment is equal to the purchase payment less
any applicable premium tax charge.

ALLOCATION OF PURCHASE PAYMENTS
We will apply any net purchase payments to provide Accumulation Units of
selected Sub-Accounts and/or the Fixed Account of this contract. The initial
purchase payment will be applied within two business days following its receipt
at Our Office. Any subsequent purchase payments will be applied as of the next
valuation following receipt of those payments at Our Office. The net purchase
payment will be allocated to the Accounts in the proportion specified by you
for this contract. By Written Request, you may change your choice of Accounts
or allocation percentages. The available Funding Options to which Sub-Account
assets are allocated are shown on the CONTRACT SPECIFICATIONS; funds may be
subsequently added or deleted.

SUB-ACCOUNT VALUATION

NUMBER OF ACCUMULATION UNITS
The number of Accumulation Units to be credited to each Sub-Account once a
purchase payment has been received by us will be determined by dividing the net
purchase payment applied to that Sub-Account by the then Accumulation Unit
Value of that Sub-Account.

ACCUMULATION UNIT VALUE
The initial value of an Accumulation Unit for each Sub-Account was set at
$1.00. We determine the value of an Accumulation Unit in each Sub-Account on
each Valuation Date by multiplying the value on the immediately preceding
Valuation Date by the net investment factor for that Sub-Account 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 Sub-Account from one Valuation Period to the next. The net
investment factor for a Sub-Account for any Valuation Period is equal to the
sum of 1.0000 plus the net investment rate.

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

All Sub-Account deductions are shown on the CONTRACT SPECIFICATIONS.

The gross investment rate of a Sub-Account 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
Funding Options; and

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

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

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<PAGE> 8
FIXED ACCOUNT VALUATION

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

ACCUMULATION UNIT VALUE - We determine the value of an Accumulation Unit in the
Fixed Account 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 or Income payments begin, we
may credit the Fixed Account 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 ACCOUNTS

You may transfer all or any part of the Contract Value from one Sub-Account to
any other Sub-Account at any time up to 30 days before the due date of the
first Annuity or Income payment. Additionally, you may transfer a part of the
Fixed Account value to any of the Sub-Accounts, 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 Sub-Accounts to the Fixed Account
at any time, up to 30 days before the due date of the first Annuity or Income
payment. Amounts previously transferred from the Fixed Account to the
Sub-Accounts may not be transferred back to the Fixed Account 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 Sub-Account to any other Sub-Account or to the
Fixed Account. We will not limit these transfers to less than one in any six
month period.

Transfers between Accounts 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 Account. The number of Accumulation Units
will be determined by using the Accumulation Unit Value of the Accounts
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 Accounts. The accumulated value in an Account equals
the number of outstanding Accumulation Units credited to that Account,
multiplied by the then Accumulation Unit Value for that Account.

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

CONTRACT CHARGE
A Contract Charge 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 Charge will be
deducted by surrendering on a pro rata basis Accumulation Units from all
Sub-Accounts 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 Charge is deducted.
The Contract Charge will also be prorated upon full surrender or termination of
the contract.

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 or Income 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 cancelled. A partial surrender will result in
a reduction in your Contract Value. If you have a balance in more than one
Account, your Contract Value will be reduced from all your accounts on a pro
rata basis, unless you request otherwise.

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<PAGE> 9
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 Sub-Accounts for a period of not more than five days after we
receive your Written Request. We may delay payment of the Cash Surrender Value
of the Fixed Account for a period of not more than six months after we receive
your Written Request.

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, any
applicable premium tax not previously deducted, and any outstanding loan
balance.

The Guaranteed Cash Surrender Value of the Fixed Account equals the Guaranteed
Value of the Fixed Account less any amounts deducted on surrender which are
shown on the CONTRACT SPECIFICATIONS, less any applicable premium tax not
previously deducted and less any outstanding loan balance. For Guaranteed Cash
Surrender Values of the Fixed Account, see the Table of Values.

CONTRACT CONTINUATION

Except as provided in the "Termination" provision, this contract does not
require continuing purchase payments and will automatically continue as a
paid-up contract during the lifetime of the Annuitant until the Maturity Date
or until it is surrendered.

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<PAGE> 10
DEATH BENEFITS PROVISIONS

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.

DEATH PROCEEDS PRIOR TO THE MATURITY DATE

If the Annuitant dies before age 75 and before the Maturity Date, we will pay
the Beneficiary the greatest of a), b), or c) below, less any applicable
premium tax, prior surrenders not previously deducted or outstanding loans as
of the Death Report Date:

a. the Contract Value;

b. the total purchase payments under the contract; or

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

If the Annuitant dies on or after age 75, but 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, prior surrenders not previously deducted or
outstanding loans as of the Death Report Date:

a. the Contract Value;

b. the total purchase payments under the contract; or

c. the death benefit value, which will be reset once every five years to the
then current Contract Value, occurring on or before the Annuitant's 75th
birthday.

If the Annuitant dies on or after age 85 and before the Maturity Date, we will
pay the Beneficiary the Contract Value of this contract, less any applicable
premium tax or outstanding loans 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 or Income option then in effect.

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<PAGE> 11
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 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 to you 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.

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 Sub-Account will be
applied when Annuity payments start to provide an Annuity which varies with the
investment experience of that same Sub-Account and the value of the Fixed
Account will be applied to provide a Fixed Annuity.

You may elect to transfer Contract Value from one Account 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
Sub-Account.

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 amount applied to
an Annuity will be the Cash Surrender Value as of 14 days before the date
Annuity payments start. 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.

ANNUITY UNIT VALUE
The initial value of an Annuity Unit for each Sub-Account was set at $1.00. On
any Valuation Date, the Annuity Unit Value for a Sub-Account equals the
Sub-Account Annuity Unit Value on the immediately preceding Valuation Date,
multiplied by the net investment factor for that Sub-Account 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.

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<PAGE> 12
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
Sub-Account by dividing the basic first monthly Annuity payment attributable to
that Sub-Account by the Sub-Account'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 Sub-Account.

The actual amount of the basic payments in each Sub-Account is found by
multiplying the number of Annuity Units credited to the contract in that
Sub-Account by the Annuity Unit Value of the Sub-Account as of the date 14 days
prior to the date on which the payment is due.

FIXED ANNUITY

A Fixed Annuity is an Annuity with payments which remain fixed as to dollar
amount throughout the payment period. The dollar amount of the first Fixed
Annuity payment will be calculated as described above in the "Amount of Basic
First Payment" provision. All subsequent payments will be in the same amount
and that amount will be assured throughout the payment period. 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.

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, and under the conditions stated below.

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. OTHER ANNUITY OPTIONS
We will make any other arrangements for Annuity payments as may be mutually
agreed.

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INCOME OPTIONS

We will pay all or any part of the Cash Surrender Value to you under one or
more of the Income Options below subject to the conditions stated in ELECTION
OF SETTLEMENT OPTIONS and MINIMUM AMOUNTS and your tax qualification rider.

The Cash Surrender Value used to determine the amount of any Income payment
will be based on the Accumulation Unit Value as of 14 days before the date an
Income payment is due and will be determined the same way as in the
Accumulation period.

OPTION 1. PAYMENTS OF A FIXED AMOUNT
We will make equal payments each month in the amount elected until the Cash
Surrender Value applied under this option is gone.

The first monthly payment will be paid from each Sub-Account in proportion to
its Cash Surrender Values applied.

The second payment and all later payments from each Sub-Account will be the
same as the first payment under this option. The final payment will include
any amount that is not enough to make another full payment.

OPTION 2. PAYMENTS FOR A FIXED PERIOD
We will make monthly payments for the period selected. The amount of each
payment will be equal to the then remaining Cash Surrender Value applied under
this option divided by the number of remaining payments.

OPTION 3. OTHER INCOME OPTIONS
We will make any other arrangements for Income payments as may be mutually
agreed.

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<PAGE> 14
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 FUNDING OPTIONS
If it is not possible to continue to offer a Separate Account or Funding
Option, or in our judgment becomes inappropriate for the purposes of this
contract, we may substitute another Separate Account or Funding Option 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 date of birth was misstated, all benefits of this contract
are what the purchase payment paid would have purchased at the correct age.
Proof of the Annuitant'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, and purchase payments have not been made to this
contract for at least two years. 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 or Income
payment. The report will show the number of Accumulation Units credited to the
contract in each Account 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 Funding Options. 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 or Income 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.

CONTRACT MODIFICATION
We reserve the right to modify this contract to qualify it under provision of
Sections 401, 403, 408 or 414(d) of the Code and all related laws and
regulations which are in effect during the term of this contract. We will
obtain the approval of any regulatory authority needed for the modifications.

STATE 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.

CHANGES IN TAXES BASED UPON PREMIUMS OR VALUE
If there is any change in a law assessing taxes against us based upon the
premiums 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 Sub-Accounts and on earnings in the Fixed Account, on
which we are not currently taxed.

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<PAGE> 15
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 Sub-Accounts is not reasonably
practicable and it is not reasonably practicable to determine the value of the
Sub-Account'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 SUB-ACCOUNTS
We will have exclusive and absolute ownership and control of the assets of our
Separate Account and the Sub-Accounts. That portion of the assets of a
Separate Account or Sub-Account equal to the reserves and other contract
liabilities with respect to such Separate Account or Sub-Account 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.

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<PAGE> 16

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

<TABLE>
<CAPTION>
NO. OF
YEARS FROM GUARANTEED NO. OF YEARS FROM
DATE PAYMENT GUARANTEED CASH SURRENDER DATE PAYMENT IS GUARANTEED CASH
IS APPLIED VALUE VALUE APPLIED GUARANTEED VALUE SURRENDER VALUE
<S> <C> <C> <C> <C> <C>
1 1030 950 36 2898 2898
2 1060 990 37 2985 2985
3 1092 1032 38 3074 3074
4 1125 1075 39 3167 3167
5 1159 1119 40 3262 3262
6 1194 1164 41 3359 3359
7 1229 1209 42 3460 3460
8 1266 1256 43 3564 3564
9 1304 1304 44 3671 3671
10 1343 1343 45 3781 3781
11 1384 1384 46 3895 3895
12 1425 1425 47 4011 4011
13 1468 1468 48 4132 4132
14 1512 1512 49 4256 4256
15 1557 1557 50 4383 4383
16 1604 1604 51 4515 4515
17 1652 1652 52 4650 4650
18 1702 1702 53 4790 4790
19 1753 1753 54 4934 4934
20 1806 1806 55 5082 5082
21 1860 1860 56 5234 5234
22 1916 1916 57 5391 5391
23 1973 1973 58 5553 5553
24 2032 2032 59 5720 5720
25 2093 2093 60 5891 5891
26 2156 2156 61 6068 6068
27 2221 2221 62 6250 6250
28 2287 2287 63 6437 6437
29 2356 2356 64 6631 6631
30 2427 2427 65 6829 6829
31 2500 2500 66 7034 7034
32 2575 2575 67 7245 7245
33 2652 2652 68 7463 7463
34 2731 2731 69 7687 7687
35 2813 2813 70 7917 7917
</TABLE>

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LIFE ANNUITY TABLES
DOLLAR AMOUNT OF THE FIRST MONTHLY ANNUITY PAYMENT WHICH IS PURCHASED
WITH EACH $1,000 APPLIED
OPTIONS 1 AND 2-SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
120 180 240
MONTHLY MONTHLY MONTHLY
ADJUSTED NO PAYMENTS PAYMENTS PAYMENTS
AGE REFUND ASSURED ASSURED ASSURED
<S> <C> <C> <C> <C>
50 $4.13 $4.10 $4.06 $4.00
51 4.20 4.17 4.13 4.06
52 4.28 4.25 4.20 4.12
53 4.37 4.33 4.27 4.18
54 4.46 4.41 4.35 4.25
55 4.55 4.50 4.42 4.31
56 4.65 4.59 4.51 4.38
57 4.76 4.69 4.59 4.44
58 4.87 4.79 4.68 4.51
59 4.99 4.90 4.77 4.58
60 5.12 5.01 4.86 4.65
61 5.26 5.13 4.96 4.72
62 5.40 5.25 5.06 4.79
63 5.56 5.39 5.16 4.85
64 5.72 5.52 5.27 4.92
65 5.90 5.67 5.37 4.99
66 6.09 5.82 5.48 5.05
67 6.29 5.97 5.59 5.11
68 6.51 6.13 5.69 5.16
69 6.74 6.30 5.80 5.21
70 6.99 6.48 5.90 5.26
71 7.26 6.66 6.01 5.31
72 7.54 6.84 6.11 5.34
73 7.86 7.03 6.20 5.38
74 8.19 7.22 6.29 5.41
75 8.55 7.41 6.38 5.43
</TABLE>

OPTION 3 - JOIN AND LAST SURVIVOR LIFE ANNUITY

ADJUSTED
AGE OF ADJUSTED AGE OF SECOND LIFE
FIRST LIFE 51 56 58 61 63 66 71
<S> <C> <C> <C> <C> <C> <C> <C>
50 $3.69 $3.81 $3.85 $3.91 $3.94 $3.98 $4.04
55 3.82 3.99 4.06 4.15 4.20 4.28 4.38
57 3.87 4.06 4.14 4.25 4.32 4.41 4.53
60 3.93 4.17 4.26 4.40 4.48 4.61 4.78
65 4.02 4.32 4.44 4.63 4.76 4.95 5.24
70 4.09 4.43 4.59 4.83 5.01 5.27 5.72
</TABLE>

Dollar amounts of the first monthly payments for ages not shown in these Tables
will be calculated on the same basis as those shown and may be obtained from
us. Amounts shown in these Tables are based on the Progressive Annuity Table,
with a two year set-back, (assuming births in the year 1900) with interest at
the 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.

<TABLE>
<S> <C> <C> <C>
Calendar Year in which
First Payment is Due . . 1991-2000 2001-2010 2011 & later
Adjusted Age is Actual Age minus 0 minus 1 minus 2
</TABLE>

17
<PAGE> 18
OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY
ANNUITY REDUCES ON DEATH OF PRIMARY PAYEE

ADJUSTED AGE OF ADJUSTED AGE OF SECOND PAYEE
PRIMARY PAYEE 46 51 56 61
<S> <C> <C> <C> <C>
50 $3.82 $3.90 $3.96 $4.01
55 4.05 4.15 4.25 4.34
60 4.31 4.45 4.59 4.73
65 4.60 4.78 4.98 5.19
70 4.93 5.16 5.43 5.71
</TABLE>

<TABLE>
<S> <C> <C> <C>
Calendar Year in which
First Payment is Due . . 1991-2000 2001-2010 2011 & later
Adjusted Age is Actual Age minus 0 minus 1 minus 2
</TABLE>

18
<PAGE> 19

This Page Left Blank Intentionally
<PAGE> 20

INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT

Tax Qualified Non-Participating
<PAGE> 21
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.

I. EXCLUSIVE BENEFIT

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

II. PROHIBITION OF ASSIGNMENT OR LOAN

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

III. 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 $2,250 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.

IV. 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 includible 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.

V. 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;
<PAGE> 22
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 nonspouse 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.

VI. 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.

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.

VII. 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.

VIII. NONFORFEITABILITY

Your entire interest in this Contract is nonforfeitable.
<PAGE> 23
IX. NONTRANSFERABLE

This Contract is not transferable.

X. 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.

4. 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 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.

XI. 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.

XII. REPORTS

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

XIII. 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.

XIV. 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

/s/ M.A. CARPENTER

President
<PAGE> 24
TAX-SHELTERED ANNUITY QUALIFICATION RIDER

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

OWNERSHIP - NON-TRANSFERABLE

You may not sell, assign, or discount this contract or pledge this contract as
collateral for a loan or as security for the performance of an obligation or
for any other purpose, to any person or organization other than to us. This
provision supersedes any provisions of the contract which may be inconsistent
with it.

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 contribution 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.

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
above under "MANDATORY DISTRIBUTION REQUIREMENTS."

<PAGE> 25
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 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.

THE TRAVELERS INSURANCE COMPANY

/s/ M.A. CARPENTER

President
<PAGE> 26
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.

OWNERSHIP - NON-TRANSFERABLE

You may not sell, assign, or discount this contract or pledge this contract as
collateral for a loan as security for the performance of an obligation or for
any other purpose, to any person or organization other than The Travelers Life
and Annuity Company; provided, however, the restrictions of this provision
will not apply to the Trustee of any Trust described in Section 401(a) or the
Administrator of any Annuity Plan described in Section 403(a) of the Code.
This provision supersedes any provisions of the contract which may be
inconsistent with it.

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 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.

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.

THE TRAVELERS INSURANCE COMPANY

/s/ M.A. CARPENTER

President
<PAGE> 27
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

WHERE ANNUITANT WAS YOUNGER THAN AGE 67 ON THE CONTRACT DATE AND DIES BEFORE
AGE 85:

The death benefit payable as of the Death Report Date will be the greatest of
(a), (b) or (c) below, less any applicable premium tax and outstanding loans:

(a) the Contract Value on the Death Report Date;

(b) the total Purchase Payments made under the contract less the
total amount of any partial surrenders; or

(c) the maximum of all Step-Up Death Benefit Values (as described
below) in effect on the Death Report Date which are associated
with Contract Date anniversaries beginning with the eighth
Contract Date anniversary, and ending with the last Contract
Date anniversary occurring on or before the Annuitant's 76th
birthday.

We must be notified no later than six months from the date of death in order
for Us to make payment of proceeds as described above. If notification is
received more than six months after the date of death, the death benefit
payable will be the Contract Value on the Death Report Date, less any
applicable premium tax and outstanding loans.

WHERE ANNUITANT WAS AGE 67 THROUGH 75 ON THE CONTRACT DATE AND DIES BEFORE AGE
85:

The death benefit payable as of the Death Report Date will be the greatest of
(a), (b) or (c) below less any applicable premium and outstanding loans:

(a) the Contract Value on the Death Report Date;

(b) the total Purchase Payments made under the contract less the
total amount of any partial surrenders; or

(c) the Step-Up Death Benefit Value (as described below) in effect on
the Death Report Date associated with the eighth Contract Date
Anniversary.

We must be notified no later than six months from the date of death in order
for Us to make payment of proceeds as described above. If notification is
received more than six months after the date of death, the death benefit
payable will be the Contract Value on the Death Report Date, less any
applicable premium tax and outstanding loans.
<PAGE> 28
WHERE ANNUITANT WAS AGE 76 OR OLDER ON THE CONTRACT 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 and outstanding
loans.

WHERE ANNUITANT DIES ON OR AFTER AGE 85:

The death benefit payable as of the Death Report Date will be the Contract
Value on the Death Report Date, less any applicable premium taxes or
outstanding loans.

STEP-UP DEATH BENEFIT VALUE

A separate Step-Up Death Benefit Value will be established on the eighth
Contract Date anniversary, and on each Contract Date anniversary thereafter,
which occurs on or prior to the Death Report Date and will initially equal the
Contract Value on that anniversary. After a Step-Up Death Benefit Value has
been established, it will be recalculated each time a Purchase Payment is made
or a partial surrender is taken until the Death Report Date. Step-Up Death
Benefit Values will be recalculated by increasing them by the amount of each
applicable Purchase Payment and by reducing them by a Partial Surrender
Reduction (as described below) for each applicable partial surrender.
Recalculations of Step-Up Death Benefit Values related to any Purchase Payments
or any partial surrenders will be made in the order that such Purchase Payments
or partial surrenders occur.

PARTIAL SURRENDER REDUCTION

The Partial Surrender Reduction referenced above is equal to:

(a) the amount of a Step-Up Death Benefit Value immediately prior to
the reduction for the partial surrender, multiplied by
(b) the amount of the partial surrender divided by the Contract Value
immediately prior to the partial surrender.

THE TRAVELERS INSURANCE COMPANY

/s/ M.A. CARPENTER

President
<PAGE> 29
RIDER
WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME
CONFINEMENT

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

If the Annuitant is hospitalized and/or confined to an Eligible Nursing Home
for thirty consecutive days, You may make a total or partial withdrawal of
your Contract Value without incurring a Withdrawal Charge, even if the
withdrawal occurs during the first seven (?) years of your contract. However,
such a withdrawal must be made within sixty days of the last day following a
period of confinement which lasts at least thirty consecutive days. We will
require proof of confinement in a form satisfactory to us, which may include
certification by a licensed physician.

An Eligible Nursing Home is defined as an institution or special nursing unit
of a hospital which meets at least one of the following requirements:

1. Medicare approved as a provider of skilled nursing care, intermediate
nursing care or custodial nursing care by the state in which it is located; or

2. Licensed and operated to provide skilled nursing care, intermediate nursing
care or custodial nursing care by the state in which it is located; or

3. Meets all the requirements listed below:

a. is licensed to operate as a nursing home by the state in which it
is located;

b. has, as a main function, the provision of skilled, intermediate,
or custodial nursing care;

c. is engaged in providing continuous room and board accommodations
to 3 or more persons;

d. is under the supervision of a Licensed Vocational Nurse (LVN) or a
nurse of comparable qualifications; and

e. maintains a daily medical record of each patient.

FILING A CLAIM: You must provide the Company with written notice of a claim
within thirty days following the last day of a period of confinement which
lasts at least 30 days. Within fifteen days of receiving a written notice of
claim, We will send You all the necessary claim forms. If You do not receive
claim forms within that period of time, You may submit written proof of your
claim without using Our forms.

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

No legal action may be brought to recover on this benefit until sixty days
after You have submitted written proof of your claim.

THE TRAVELERS INSURANCE COMPANY

/s/ M.A. CARPENTER

President
<PAGE> 30
THE TRAVELERS INSURANCE COMPANY - ONE TOWER SQUARE -
HARTFORD, CONNECTICUT - 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

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

/s/ M.A. CARPENTER

President

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

INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT
NON TAX QUALIFIED
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> 31

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 12-14

General Provisions Pages 15-16

Table of Values Page 17

Life Annuity Tables Pages 19-20
</TABLE>

Any Riders or Endorsements follow the Life Annuity Tables.

Page 2
<PAGE> 32
CONTRACT SPECIFICATIONS

<TABLE>
<S> <C>
OWNER JOHN DOE

JOINT OWNER

ANNUITANT JOHN DOE

CONTINGENT ANNUITANT

CONTRACT NUMBER SPECIMEN

CONTRACT DATE 07/01/97

MATURITY DATE 07/01/27

MONTHLY LIFE ANNUITY

INITIAL PURCHASE PAYMENT $5,000.00
</TABLE>

PURCHASE PAYMENTS:

Minimum Initial Purchase Payment: $5,000
Minimum Subsequent Purchase Payment: $100
Maximum Purchase Payment: $1,000,000 unless we consent to a larger amount.

THE TRAVELERS SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES
<TABLE>
<CAPTION>
FUNDING OPTIONS: SUB ACCOUNT
DEDUCTION PER DAY
<S> <C>
Smith Barney Concert Allocation Series Inc.:
Select Balanced Portfolio .0000384
Select Conservative Portfolio .0000384
Select Growth Portfolio .0000384
Select High Growth Portfolio .0000384
Select Income Portfolio .0000384
Smith Barney Series Fund:
Appreciation Portfolio .0000384
Travelers Series Fund Inc.:
Smith Barney High Income Portfolio .0000384
Smith Barney Income and Growth Portfolio .0000384
Smith Barney International Equity Portfolio .0000384
Smith Barney Money Market Portfolio .0000384
MFS Total Return Portfolio .0000384
</TABLE>

SUB ACCOUNT DEDUCTIONS:
The Sub Account Deduction Per Day is based on the following annual charges:
ADMINISTRATIVE CHARGE: .15%
MORTALITY AND EXPENSE RISK CHARGE: 1.25%

FIXED ACCOUNT 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 the calendar quarter.

TRANSFER CHARGE: $0.00
We reserve the right to assess a Transfer Charge of up to $10.00 on transfers
exceeding 12 per year. We will notidy You in Writing at Your last known
address at least 31 days prior to the imposition of any such Transfer Charge
You may transfer up to 15% of the Fixed Account value to any of the
Sub-Accounts twice a year during the 30 days following the semi-annual Contract
Date anniversary.

3
<PAGE> 33
CONTRACT CHARGE

$30.00 Annually. This charge will be taken on the fourth Friday of August of
each year. No Contract Charge will be deducted from the Fixed Account.

This charge will not be assessed under the following situations:
a. distribution of proceeds due to death; or
b. after an Annuity or Income payout has begun.

WITHDRAWAL CHARGES DEDUCTED ON SURRENDER:

For purposes of the Deferred Sales Charge calculation, withdrawals will be
deemed to be taken in the following order:

WITHDRAWAL ALLOWANCE:

After the first Contract Year, You may take partial surrenders annually of up
to 10% of Your Contract Value as of the first Valuation Date of each Contract
Year without imposition of a Withdrawal Charge. The Withdrawal Allowance is
available for any partial withdrawal and for a full withdrawal except those
withdrawals directly transferred to annuity contracts with other financial
institution(s). Any withdrawal deemed to be taken from Purchase Payments to
which no Withdrawal Charge applies will reduce any withdrawal allowance
available in that Contract Year. Any withdrawal deemed to be taken from the
Withdrawal Allowance will not reduce the amount of Purchase Payments to which a
Deferred Sales Charge is applicable.

DISTRIBUTION NOT SUBJECT TO A WITHDRAWAL CHARGE:

We will not deduct a Withdrawal Charge for Payments under this Contract due to:
a) distribution of proceeds due to death;
b) an Annuity Option based upon life expectancy; or
c) an Income Option with payments for a fixed period of five years or
greater, elected after the first Contract Year.

UPON ANNUITIZATION, ASSUMED DAILY NET INVESTMENT FACTOR IS 1.000081 FOR ALL
SUB-ACCOUNTS.

TERMINATION

We reserve the right to terminate this contract when the Contract Value is less
than the Termination Amount of $2,000 and no Purchase Payments have been made
for at least two years.

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<PAGE> 34
DEFINITIONS

(a) ACCOUNT(S) - the Sub-Accounts and/or the Fixed Account under this
contract.

(b) ACCUMULATION UNIT - an accounting unit of measure used to calculate
the value of this contract before Annuity payments begin.

(d) ANNUITANT - the person on whose life the Maturity Date and Annuity
payments depend.

(e) ANNUITY UNIT - an accounting unit of measure used to calculate the
amount of Annuity Payments.

(f) 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.

(g) CONTRACT DATE - the date on which the contract is issued.

(h) CONTRACT YEARS - twelve month periods beginning with the Contract
Date.

(i) 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.

(j) 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.

(k) FIXED ACCOUNT - an account that consists of all of the assets under
this contract other than those in the Separate Account.

(l) FUNDING OPTION - an open-end diversified management investment company
indicated in the CONTRACT SPECIFICATIONS, which serves as an
investment option under the Separate Account.

(m) MATURITY DATE - the date on which the Annuity payments are to begin.

(n) OUR OFFICE - the Home Office of The Travelers Life and Annuity Company
or any other office which we may designate for the purpose of
administering this contract.

(o) RECORDED - a Written Request is recorded when the information is noted
in our file for this contract.

(p) SEPARATE ACCOUNTS - those Separate Accounts indicated in the CONTRACT
SPECIFICATIONS which we established for this class of contracts and
certain other contracts.

(q) SETTLEMENT OPTIONS - an Annuity or Income option elected under this
contract.

(r) SUB-ACCOUNT - that portion of the assets of a Separate Account which
is allocated to a particular Underlying Fund.

(s) VALUATION DATE - a date on which a Sub-Account is valued.

(t) VALUATION PERIOD - the period between successive valuations.

(u) WE, US, OUR - The Travelers Insurance Company.

(v) 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.

(w) YOU, YOUR - the Owner, including a joint owner

5
<PAGE> 35
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
or Income Option begins, any surviving joint or suceeding 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.

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
or Income 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.

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.

6
<PAGE> 36
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.

7
<PAGE> 37

PURCHASE PAYMENT AND VALUATION PROVISIONS

PURCHASE PAYMENTS

Net purchase payments are that part of your purchase payments applied to the
Contract Value. A net purchase payment is equal to the purchase payment less
any applicable premium tax charge.

SUB-ACCOUNT VALUATION

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.

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

All Sub-Account deductions are shown on the CONTRACT SPECIFICATIONS.

The gross investment rate of a Sub-Account 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
Funding Options; and

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

8
<PAGE> 38
FIXED ACCOUNT VALUATION

TRANSFER BETWEEN ACCOUNTS

CONTRACT VALUES

9
<PAGE> 39
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 Sub-Accounts for a period of not more than five days after we
receive your Written Request. We may delay payment of the Cash Surrender Value
of the Fixed Account for a period of not more than six months after we receive
your Written Request.

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 any
applicable premium tax not previously deducted.

CONTRACT CONTINUATION

10
<PAGE> 40
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 Law Qualification Rider.

DEATH OF OWNER WITH ANNUITANT SURVIVING
If 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 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 Law Qualification Rider. 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 75 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 under the contract; or

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

If the Annuitant dies on or after age 75, but 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 under the contract; or

c. the death benefit value, which will be reset once every five
years to the then current Contract Value, occurring on or
before the Annuitant's 75th birthday.

If the Annuitant dies on or after age 85 and before the Maturity Date, we will
pay the Beneficiary the Contract Value 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 or Income option then in effect.

11
<PAGE> 41
SETTLEMENT PROVISIONS

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
any time prior to the Annuitant's 85th birthday or to a later date with our
consent.

ELECTION OF SETTLEMENT OPTIONS

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

ALLOCATION OF ANNUITY

VARIABLE ANNUITY

12
<PAGE> 42
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.

FIXED ANNUITY

ANNUITY 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.

No more payments will be made after the death of the survivor.

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. OTHER ANNUITY OPTIONS
We will make any other arrangements for Annuity payments as may be mutually
agreed.

13
<PAGE> 43
INCOME OPTIONS

OPTION 1. PAYMENTS OF A FIXED AMOUNT
We will make equal payments each month in the amount elected until the Cash
Surrender Value applied under this option is gone.

The first monthly payment will be paid from each Sub-Account in proportion to
its Cash Surrender Values applied.

OPTION 3. OTHER INCOME OPTIONS
We will make any other arrangements for Income payments as may be mutually
agreed.

14
<PAGE> 44
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 FUNDING OPTIONS
If it is not possible to continue to offer a Separate Account or Funding
Option, or in our judgment becomes inappropriate for the purposes of this
contract, we may substitute another Separate Account or Funding Option without
your consent, upon approval of the Insurance Commissioner. 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 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.

VOTING RIGHTS
If required by federal law, you may have the right to vote at the meetings of
the Shareholders of the Funding Option. 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 or Income 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.

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE
If there is any change in a law assessing taxes against us based upon the
premiums 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 Sub-Accounts and on earnings in the Fixed Account, 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.

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.

15
<PAGE> 45
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 Sub-Accounts is not reasonably
practicable or it is not reasonably practicable to determine the value of the
Sub-Account'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.

16
<PAGE> 46

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

17
<PAGE> 47

This Page Intentionally Left Blank

18
<PAGE> 48

LIFE ANNUITY TABLES
DOLLAR AMOUNT OF THE FIRST MONTHLY ANNUITY PAYMENT WHICH IS PURCHASED
WITH EACH $1,000 APPLIED
OPTIONS 1 AND 2-SINGLE LIFE ANNUITIES

<TABLE>
<CAPTION>
120 180 240
ADJUSTED ADJUSTED MONTHLY MONTHLY MONTHLY
AGE AGE NO PAYMENTS PAYMENTS PAYMENTS
MALE FEMALE REFUND ASSURED ASSURED ASSURED
<S> <C> <C> <C> <C> <C>
50 54 $4.13 $4.10 $4.06 $4.00
51 55 4.20 4.17 4.13 4.06
52 56 4.28 4.25 4.20 4.12
53 57 4.37 4.33 4.27 4.18
54 58 4.46 4.41 4.35 4.25
55 59 4.55 4.50 4.42 4.31
56 60 4.65 4.59 4.51 4.38
57 61 4.76 4.69 4.59 4.44
58 62 4.87 4.79 4.68 4.51
59 63 4.99 4.90 4.77 4.58
60 63 5.12 5.01 4.86 4.65
61 65 5.26 5.13 4.96 4.72
62 66 5.40 5.25 5.06 4.79
63 67 5.56 5.39 5.16 4.85
64 68 5.72 5.52 5.27 4.92
65 69 5.90 5.67 5.37 4.99
66 70 6.09 5.82 5.48 5.05
67 71 6.29 5.97 5.59 5.11
68 72 6.51 6.13 5.69 5.16
69 73 6.74 6.30 5.80 5.21
70 74 6.99 6.48 5.90 5.26
71 75 7.26 6.66 6.01 5.31
72 76 7.54 6.84 6.11 5.34
73 77 7.86 7.03 6.20 5.38
74 78 8.19 7.22 6.29 5.41
75 79 8.55 7.41 6.38 5.43
</TABLE>

OPTION 3 - JOINT AND LAST SURVIVOR LIFE ANNUITY

ADJUSTED
AGE OF ADJUSTED AGE OF SECOND LIFE
FIRST LIFE M-51 M-56 M-58 M-61 M-63 M-66 M-71
MALE FEMALE F-55 F-60 F-62 F-65 F-67 F-70 F-75
<S> <C> <C> <C> <C> <C> <C> <C> <C>
50 54 $3.69 $3.81 $3.85 $3.91 $3.94 $3.98 $4.04
55 59 3.82 3.99 4.06 4.15 4.20 4.28 4.38
57 61 3.87 4.06 4.14 4.25 4.32 4.41 4.53
60 64 3.93 4.17 4.26 4.40 4.48 4.61 4.78
62 66 3.97 4.23 4.34 4.49 4.60 4.74 4.96
65 69 4.02 4.32 4.44 4.63 4.76 4.95 5.24
70 74 4.09 4.43 4.59 4.83 5.01 5.27 5.72
</TABLE>

<TABLE>
<S> <C> <C> <C>
Calendar Year in which
First Payment is Due . . 1991-2000 2001-2010 2011 & later
Adjusted Age is Actual Age plus 2 plus 1 plus 0
</TABLE>

19
<PAGE> 49
OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY
ANNUITY REDUCES ON DEATH OF PRIMARY PAYEE

ADJUSTED AGE OF
PRIMARY PAYEE ADJUSTED AGE OF SECOND PAYEE
MALE 50 55 60 65
<S> <C> <C> <C> <C>
50 $3.82 $3.90 $3.96 $4.01
55 4.05 4.15 4.25 4.34
60 4.31 4.45 4.59 4.73
65 4.60 4.78 4.98 5.19
70 4.93 5.16 5.43 5.71
</TABLE>

ADJUSTED AGE OF
PRIMARY PAYEE ADJUSTED AGE OF SECOND PAYEE
FEMALE 50 55 60 65
<S> <C> <C> <C> <C>
50 $3.70 $3.75 $3.79 $3.81
55 3.93 4.00 4.06 4.11
60 4.19 4.30 4.40 4.48
65 4.48 4.64 4.79 4.92
70 4.81 5.03 5.25 5.46
</TABLE>

<TABLE>
<S> <C> <C> <C>
Calendar Year in which
First Payment is Due . . 1991-2000 2001-2010 2011 & later
Adjusted Age is Actual Age plus 2 plus 1 plus 0
</TABLE>

20
<PAGE> 50

This Page Left Blank Intentionally
<PAGE> 51

INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACT

Non-Tax Qualified Non-Participating
<PAGE> 52

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 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> 53

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

/s/ M.A. CARPENTER

PRESIDENT
<PAGE> 54
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

WHERE ANNUITANT WAS YOUNGER THAN AGE 67 ON THE CONTRACT DATE AND DIES BEFORE
AGE 85:

The death benefit payable as of the Death Report Date will be the greatest of
(a), (b) or (c) below, less any applicable premium tax and outstanding loans:

(a) the Contract Value on the Death Report Date;

(b) the total Purchase Payments made under the contract less the
total amount of any partial surrenders; or

We must be notified no later than six months from the date of death in order
for Us to make payment of proceeds as described above. If notification is
received more than six months after the date of death, the death benefit
payable will be the Contract Value on the Death Report Date, less any
applicable premium tax and outstanding loans.

WHERE ANNUITANT WAS AGE 67 THROUGH 75 ON THE CONTRACT DATE AND DIES BEFORE AGE
85:

The death benefit payable as of the Death Report Date will be the greatest of
(a), (b) or (c) below less any applicable premium and outstanding loans:

(a) the Contract Value on the Death Report Date;

(b) the total Purchase Payments made under the contract less the
total amount of any partial surrenders; or

(c) the Step-Up Death Benefit Value (as described below) in effect
on the Death Report Date associated with the eighth Contract
Date Anniversary.

We must be notified no later than six months from the date of death in order
for Us to make payment of proceeds as described above. If notification is
received more than six months after the date of death, the death benefit
payable will be the Contract Value on the Death Report Date, less any
applicable premium tax and outstanding loans.
<PAGE> 55

WHERE ANNUITANT WAS AGE 76 OR OLDER ON THE CONTRACT 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 and outstanding
loans.

WHERE ANNUITANT DIES ON OR AFTER AGE 85:

The death benefit payable as of the Death Report Date will be the Contract
Value on the Death Report Date, less any applicable premium taxes or
outstanding loans.

STEP-UP DEATH BENEFIT VALUE

PARTIAL SURRENDER REDUCTION

The Partial Surrender Reduction referenced above is equal to:

(a) the amount of a Step-Up Death Benefit Value immediately prior
to the reduction for the partial surrender, multiplied by

(b) the amount of the partial surrender divided by the Contract
Value immediately prior to the partial surrender.

THE TRAVELERS INSURANCE COMPANY

/s/ M.A. CARPENTER

President
<PAGE> 56
RIDER
WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME
CONFINEMENT

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

An Eligible Nursing Home is defined as an institution or special nursing unit
of a hospital which meets at least one of the following requirements:

1. Medicare approved as a provider of skilled nursing care, intermediate
nursing care or custodial nursing care by the state in which it is located; or

2. Licensed and operated to provide skilled nursing care, intermediate nursing
care or custodial nursing care by the state in which it is located; or

3. Meets all the requirements listed below:

a. is licensed to operate as a nursing home by the state in which it
is located;

b. has, as a main function, the provision of skilled, intermediate,
or custodial nursing care;

c. is engaged in providing continuous room and board accommodations
to 3 or more persons;

d. is under the supervision of a Licensed Vocational Nurse (LVN) or a
nurse of comparable qualifications; and

e. maintains a daily medical record of each patient.

No legal action may be brought to recover on this benefit until sixty days
after You have submitted written proof of your claim.

THE TRAVELERS INSURANCE COMPANY

/s/ M.A. CARPENTER

President

<PAGE> 1
EXHIBIT 9

July 31, 1997

The Travelers Insurance Company
The Travelers Separate Account PF
for Variable Annuities
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 Separate Account PF 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 Separate Account PF 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 Separate Account PF 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.

Very truly yours,

Katherine M. Sullivan
General Counsel
The Travelers Insurance Company

<PAGE> 1
EXHIBIT 15

THE TRAVELERS SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, MICHAEL A. CARPENTER of Greenwich, Connecticut, Chairman,
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 for The Travelers Separate Account PF for
Variable Annuities, a separate account of the Company dedicated specifically to
the funding of variable annuity contracts to be offered by the 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 July,
1997.

/s/Michael A. Carpenter
Chairman, President and
Chief Executive Officer
The Travelers Insurance Company
<PAGE> 2
THE TRAVELERS SEPARATE ACCOUNT PF 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 for The
Travelers Separate Account PF for Variable Annuities, a separate account of the
Company dedicated specifically to the funding of variable annuity contracts to
be offered by the 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 July,
1997.

/s/Jay S. Benet
Director
The Travelers Insurance Company
<PAGE> 3
THE TRAVELERS SEPARATE ACCOUNT PF 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 for The
Travelers Separate Account PF for Variable Annuities, a separate account of the
Company dedicated specifically to the funding of variable annuity contracts to
be offered by the 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 July,
1997.

/s/George C. Kokulis
Director
The Travelers Insurance Company
<PAGE> 4
THE TRAVELERS SEPARATE ACCOUNT PF 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 for The
Travelers Separate Account PF for Variable Annuities, a separate account of the
Company dedicated specifically to the funding of variable annuity contracts to
be offered by the 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 July,
1997.

/s/Robert I. Lipp
Director
The Travelers Insurance Company
<PAGE> 5
THE TRAVELERS SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, IAN R. STUART of East Hampton, Connecticut, director, Senior
Vice President, Chief Financial Officer and Chief Accounting 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 for The
Travelers Separate Account PF for Variable Annuities, a separate account of the
Company dedicated specifically to the funding of variable annuity contracts to
be offered by the 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 July,
1997.

/s/Ian R. Stuart
Director, Senior Vice President,
Chief Financial Officer and
Chief Accounting Officer
The Travelers Insurance Company
<PAGE> 6
THE TRAVELERS SEPARATE ACCOUNT PF 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 for The Travelers Separate Account PF for
Variable Annuities, a separate account of the Company dedicated specifically to
the funding of variable annuity contracts to be offered by the 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 July,
1997.

/s/Katherine M. Sullivan
Director, Senior Vice President and
General Counsel
The Travelers Insurance Company
<PAGE> 7
THE TRAVELERS SEPARATE ACCOUNT PF 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 for The
Travelers Separate Account PF for Variable Annuities, a separate account of the
Company dedicated specifically to the funding of variable annuity contracts to
be offered by the 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 July,
1997.

/s/Marc P. Weill
Director
The Travelers Insurance Company