TRAVELERS SEPARATE ACCOUNT PF II FOR VARIABLE ANNUITIES, 497, 2000-11-08

TRAVELERS SEPARATE ACCOUNT PF II FOR VARIABLE ANNUITIES
497, 2000-11-08

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<PAGE> 1

PRIMELITE ANNUITY PROSPECTUS:
THE TRAVELERS SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES
THE TRAVELERS SEPARATE ACCOUNT PF II FOR VARIABLE ANNUITIES

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

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

<TABLE>
<S> <C>
CONCERT INVESTMENT SERIES
Select Government Portfolio
Select Growth and Income Portfolio
Select Growth Portfolio
Select Mid Cap Portfolio
Select Small Cap Portfolio
GREENWICH STREET SERIES FUND
Appreciation Portfolio
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Select Balanced Portfolio
Select Conservative Portfolio
Select Growth Portfolio
Select High Growth Portfolio
Select Income Portfolio
TRAVELERS SERIES FUND INC.
MFS Total Return Portfolio
Smith Barney Aggressive Growth Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney Money Market Portfolio
THE TRAVELERS SERIES TRUST
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Social Awareness Stock Portfolio
VAN KAMPEN LIFE INVESTMENT TRUST
Comstock Portfolio Class II Shares
Growth and Income Portfolio Class II Shares
Emerging Growth Portfolio Class II Shares
</TABLE>

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

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about the Travelers
Separate Account PF for Variable Annuities or The Travelers Separate Account PF
II for Variable Annuities ("Separate Account") by requesting a copy of the
Statement of Additional Information ("SAI") dated May 1, 2000. The SAI has been
filed with the Securities and Exchange Commission ("SEC") and is incorporated by
reference into this prospectus. To request a copy, write to The Travelers
Insurance Company, PrimeElite Travelers Service Center, One Tower Square,
Hartford, Connecticut 06183, call (888) 556-5412 or access the SEC's website
(http://www.sec.gov). See Appendix E for the SAI's table of contents.

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

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

PROSPECTUS DATED MAY 1, 2000
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms................ 2
Summary............................... 3
Fee Table............................. 6
Condensed Financial Information....... 8
The Annuity Contract.................. 8
Contract Owner Inquiries............ 8
Purchase Payments................... 8
Accumulation Units.................. 8
The Funding Options................. 9
Charges and Deductions................ 10
General............................. 10
Withdrawal Charge................... 11
Free Withdrawal Allowance........... 12
Administrative Charges.............. 12
Mortality and Expense Risk Charge... 12
Funding Option Expenses............. 12
Premium Tax......................... 12
Changes in Taxes Based Upon Premium
or Value......................... 12
Transfers............................. 13
Dollar Cost Averaging............... 13
Access to Your Money.................. 14
Systematic Withdrawals.............. 14
Loans............................... 14
Ownership Provisions.................. 15
Types of Ownership.................. 15
Contract Owner...................... 15
Beneficiary......................... 15
Annuitant........................... 15
Death Benefit......................... 15
Death Proceeds Before the Maturity Date . 15
Payment of Proceeds................. 17
Death Proceeds After the Maturity Date . 18
The Annuity Period.................... 18
Maturity Date....................... 18
Allocation of Annuity............... 19
Variable Annuity.................... 19
Fixed Annuity....................... 20
Payment Options....................... 20
Election of Options................. 20
Annuity Options..................... 20
Income Options...................... 21
Miscellaneous Contract Provisions..... 21
Right to Return..................... 21
Termination......................... 21
Required Reports.................... 22
Suspension of Payments.............. 22
Transfers of Contract Values to
Other Annuities.................. 22
The Separate Accounts................. 22
Performance Information............. 22
Federal Tax Considerations............ 23
General Taxation of Annuities....... 23
Types of Contracts: Qualified or
Nonqualified..................... 23
Nonqualified Annuity Contracts...... 24
Qualified Annuity Contracts......... 24
Penalty Tax for Premature
Distributions.................... 24
Diversification Requirements for
Variable Annuities............... 25
Ownership of the Investments........ 25
Mandatory Distributions for
Qualified Plans.................. 25
Taxation of Death Benefit
Proceeds......................... 25
Other Information..................... 26
The Insurance Companies............. 26
Financial Statements................ 26
IMSA................................ 26
Distribution of Variable Annuity
Contracts........................ 26
Conformity with State and Federal
Laws............................. 26
Voting Rights....................... 27
Legal Proceedings and Opinions...... 27
Appendix A: Condensed Financial
Information for The Travelers
Insurance Company: Separate Account
PF.................................. A-1
Appendix B: Condensed Financial
Information for The Travelers Life
and Annuity: Separate Account PF
II.................................. B-1
Appendix C: The Fixed Account......... C-1
Appendix D: Waiver of Withdrawal
Charge for Nursing Home
Confinement......................... D-1
Appendix E: Contents of the Statement
of Additional Information........... E-1
</TABLE>

INDEX OF SPECIAL TERMS

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

<TABLE>
<S> <C>
Accumulation Unit..................... 8
Accumulation Period................... 8
Annuitant............................. 15
Annuity Payments...................... 8
Annuity Unit.......................... 8
Cash Surrender Value.................. 14
Contingent Annuitant.................. 15
Contract Date......................... 8
Contract Owner (You, Your)............ 14
Contract Value........................ 8
Contract Year......................... 8
Death Report Date..................... 15
Fixed Account......................... C-1
Funding Option(s)..................... 9
Maturity Date......................... 8
Purchase Payment...................... 8
Underlying Fund....................... 9
Written Request....................... 8
</TABLE>

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<PAGE> 3

SUMMARY:
TRAVELERS PRIMELITE VARIABLE ANNUITY

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

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

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

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

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

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

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

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<PAGE> 4

During the payout phase, you may choose to receive annuity payments from the
Fixed Account or the variable funding options. If you want to receive payments
from your annuity, you can choose one of a number of annuity options or income
options.

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

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

You may purchase the Contract with an initial payment of at least $5,000, which
amount may be paid in one or more installments of at least $100 within the first
twelve months after the contract date. You may make additional payments of at
least $100 at any time during the accumulation phase.

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within twenty
days after you receive it, you will receive a full refund of the contract value
(including charges). Where state law requires a longer right to return period,
or the return of purchase payments, the Company will comply. You bear the
investment risk on the purchase payment during the right to return period;
therefore, the Contract value returned may be greater or less than your purchase
payment.

If the Contract is purchased as an Individual Retirement Annuity, and is
returned within the first seven days after delivery, your full purchase payment
will be refunded. During the remainder of the right to return period, the
Contract value (including charges) will be refunded. The Contract value will be
determined at the close of business on the day we receive a written request for
a refund.

WHAT TYPES OF INVESTMENT OPTIONS ARE AVAILABLE? You can direct your money into
the Fixed Account or any or all of the funding options shown on the cover page.
The funding options are described in the prospectuses for the funds. Depending
on market conditions, you may make or lose money in any of these options.

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

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

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance
features and investment features, and there are costs related to each. 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 the
sub-account administrative charge is 0.15% annually. Each funding

4
<PAGE> 5

option also charges for management and other expenses. Please refer to the Fee
Table for more information about the charges.

A withdrawal charge will apply to withdrawals from the Contract, and is
calculated as a percentage of the purchase payments. The maximum percentage is
8%, decreasing to 0% in years eight and later.

HOW WILL MY CONTRIBUTIONS AND WITHDRAWALS BE TAXED? Generally, the payments you
make to a qualified Contract during the accumulation phase are made with
before-tax dollars. You will be taxed on your purchase payments and on any
earnings when you make a withdrawal or begin receiving annuity or income
payments. Under a nonqualified Contract, payments to the contract are made with
after-tax dollars, and earnings will accumulate tax-deferred. You will be taxed
on these earnings when they are withdrawn from the Contract.

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

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

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The death benefit applies upon
the first death of the owner, joint owner, or annuitant. Assuming you are the
Annuitant, the death benefit is as follows: If you die before the Contract is in
the payout phase, the person you have chosen as your beneficiary will receive a
death benefit. The death benefit value is calculated at the close of the
business day on which the Company's Home Office receives due proof of death and
written payment instructions. Please refer to the Death Benefit section in the
prospectus for more details.

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

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

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

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

5
<PAGE> 6

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

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

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

<TABLE>
<S> <C>
ANNUAL CONTRACT ADMINISTRATIVE CHARGE: $30
</TABLE>

ANNUAL SEPARATE ACCOUNT CHARGES:
(as a percentage of the average daily net assets of the
Separate Account)
Mortality & Expense Risk Charge....................... 1.25%
Administrative Expense Charge......................... 0.15%
-----
Total Separate Account Charges.................... 1.40%
FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the Funding Option
as of December 31, 1999, unless otherwise noted)
</TABLE>

<TABLE>
<CAPTION>
TOTAL ANNUAL
OPERATING
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE 12B-1 (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: REIMBURSEMENT) FEES REIMBURSEMENT) REIMBURSEMENT)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CONCERT INVESTMENT SERIES
Select Government Portfolio.................. 0.60% 0.20% 0.80%(1)
Select Growth and Income Portfolio........... 0.75% 0.20% 0.95%(1)
Select Growth Portfolio...................... 0.75% 0.20% 0.95%(1)
Select Mid Cap Portfolio..................... 0.75% 0.20% 0.95%(1)
Select Small Cap Portfolio................... 0.75% 0.25% 1.00%(1)
GREENWICH STREET SERIES FUND
Appreciation Portfolio....................... 0.75% 0.04% 0.79%(2)
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
Select Balanced Portfolio.................... 0.35% 0.76% 1.11%(3)
Select Conservative Portfolio................ 0.35% 0.72% 1.07%(3)
Select Growth Portfolio...................... 0.35% 0.88% 1.23%(3)
Select High Growth Portfolio................. 0.35% 0.89% 1.24%(3)
Select Income Portfolio...................... 0.35% 0.67% 1.02%(3)
TRAVELERS SERIES FUND INC.
MFS Total Return Portfolio................... 0.80% 0.04% 0.84%(4)
Smith Barney Aggressive Growth Portfolio..... 0.80% 0.20% 1.00%(5)
Smith Barney High Income Portfolio........... 0.60% 0.06% 0.66%(4)
Smith Barney International Equity
Portfolio.................................. 0.90% 0.10% 1.00%(4)
Smith Barney Large Cap Value Portfolio....... 0.65% 0.02% 0.67%(4)
Smith Barney Money Market Portfolio.......... 0.50% 0.04% 0.54%(4)
THE TRAVELERS SERIES TRUST
MFS Mid Cap Growth Portfolio................. 0.80% 0.20% 1.00%(6)
MFS Research Portfolio....................... 0.80% 0.19% 0.99%
Social Awareness Stock Portfolio............. 0.64% 0.16% 0.80%
VAN KAMPEN LIFE INVESTMENT TRUST
Comstock Portfolio Class II Shares........... 0.00% 0.25% 0.95% 1.20%(7)
Growth and Income Portfolio Class II
Shares..................................... 0.43% 0.25% 0.32% 1.00%(7)
Emerging Growth Portfolio Class II Shares.... 0.67% 0.25% 0.18% 1.10%(7)
</TABLE>

NOTES:

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

6
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Expenses" include operating costs of the fund. These expenses are reflected in
each funding option's net asset value and are not deducted from the account
value under the Contract.

(1) The Adviser has agreed to waive all of its fees for the period ending
October 31, 1999 (the Fund's fiscal year end). If such fees were not waived
and expenses not reimbursed, Total Annual Operating Expenses for the SELECT
SMALL CAP PORTFOLIO, the SELECT MID CAP PORTFOLIO, the SELECT GROWTH
PORTFOLIO, the SELECT GROWTH AND INCOME PORTFOLIO, and the SELECT GOVERNMENT
PORTFOLIO would have been 4.38%, 5.35%, 5.00%, 5.22% and 3.73% respectively.
As a result of a voluntary expense limitation, the expense ratios of these
funds will not exceed 1.00%, 0.95%, 0.95%, 0.95%, and 0.80% respectively.

(2) The Portfolio Management Fee for the APPRECIATION PORTFOLIO includes 0.20%
for fund administration.

(3) Each Portfolio of the SMITH BARNEY CONCERT ALLOCATION SERIES INC. (a "fund
of funds") invests in the shares of other mutual funds ("underlying funds").
The Management Fee for each Portfolio is 0.35%. While the Portfolios have no
direct expenses, the "Other Expenses" figure represents a weighted average
of the total expense ratios of the underlying funds as of 1/31/00 (the
fiscal year end of the Portfolios).

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

(5) Other Expenses reflect the current expense reimbursement arrangement with
the Adviser. The Adviser has agreed to reimburse the AGGRESSIVE GROWTH
PORTFOLIO for the amount by which its aggregate expenses exceed 1.00%.
Without such arrangements through 2/29/00, the Total Annual Operating
Expenses for the Portfolio would have been 1.76%.

(6) Travelers Insurance Company has agreed to reimburse the MFS MID CAP GROWTH
PORTFOLIO for expenses for the period ended December 31, 1999 which exceeded
1.00%. Without such voluntary arrangements, the actual annualized Total
Annual Operating Expenses would have been 1.07%.

(7)Van Kampen has voluntarily agreed to a reduction in its management fee and to
reimburse the Portfolios for which it acts as investment adviser if such fees
would cause the Total Annual Operating Expenses to exceed 1.20% for COMSTOCK
PORTFOLIO -- CLASS II SHARES, 1.00% FOR GROWTH AND INCOME PORTFOLIO -- CLASS
II SHARES, and 1.10% FOR EMERGING GROWTH PORTFOLIO -- CLASS II SHARES. Absent
fee waivers and/or reimbursements, the management fee, 12b-1 fee, other
expenses and total annual operating expenses would have been 0.60%, 0.25%,
9.76% and 10.61%, respectively, for COMSTOCK PORTFOLIO -- CLASS II SHARES,
0.60%, 0.25%, 0.32% and 1.17%, respectively, for GROWTH AND INCOME PORTFOLIO
-- CLASS II SHARES, and 0.70%, 0.25%, 0.18% and 1.13%, respectively, for
EMERGING GROWTH PORTFOLIO -- CLASS II SHARES.

EXAMPLE*:

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

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CONCERT INVESTMENT SERIES
Select Government Portfolio.......... 103 130 160 258 23 70 120 258
Select Growth and Income Portfolio... 104 135 168 273 24 75 128 273
Select Growth Portfolio.............. 104 135 168 273 24 75 128 273
Select Mid Cap Portfolio............. 104 135 168 273 24 75 128 273
Select Small Cap Portfolio........... 105 136 170 278 25 76 130 278
GREENWICH STREET SERIES FUND
Appreciation Portfolio............... 103 130 160 257 23 70 120 257
SMITH BARNEY CONCERT ALLOCATION SERIES
INC.
Select Balanced Portfolio............ 106 139 176 289 26 79 136 289
Select Conservative Portfolio........ 105 138 174 285 25 78 134 285
Select Growth Portfolio.............. 107 143 182 301 27 83 142 301
Select High Growth Portfolio......... 107 143 182 302 27 83 142 302
Select Income Portfolio.............. 105 137 171 280 25 77 131 280
TRAVELERS SERIES FUND INC.
MFS Total Return Portfolio........... 103 131 162 262 23 71 122 262
Smith Barney Aggressive Growth
Portfolio.......................... 105 136 170 278 25 76 130 278
Smith Barney High Income Portfolio... 101 126 153 244 21 66 113 244
Smith Barney International Equity
Portfolio.......................... 105 136 170 278 25 76 130 278
Smith Barney Large Cap Value
Portfolio.......................... 101 126 154 245 21 66 114 245
Smith Barney Money Market
Portfolio.......................... 100 122 147 231 20 62 107 231
THE TRAVELERS SERIES TRUST
MFS Mid Cap Growth Portfolio......... 105 136 170 278 25 76 130 278
MFS Research Portfolio............... 105 136 170 277 25 76 130 277
Social Awareness Stock Portfolio..... 103 130 160 258 23 70 120 258
VAN KAMPEN LIFE INVESTMENT TRUST
Van Kampen Comstock Portfolio --
Class II Shares.................... 27 82 140 298 107 142 180 298
Van Kampen Emerging Growth
Portfolio -- Class II Shares....... 26 79 135 288 106 139 175 288
Van Kampen Growth & Income
Portfolio -- Class II Shares....... 25 76 130 278 105 136 170 278
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE EXAMPLE
REFLECTS THE $30 ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL CHARGE OF
0.044% OF ASSETS.

7
<PAGE> 8

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

THE ANNUITY CONTRACT
--------------------------------------------------------------------------------
Travelers PrimElite Annuity is a contract between the contract owner ("you"),
and the Company. You make purchase payments to us and we credit them to your
Contract. The Company promises to pay you an income, in the form of annuity or
income payments, beginning on a future date that you choose, the maturity date.
The purchase payments accumulate tax deferred in the funding options of your
choice. We offer multiple variable funding options, and one fixed account
option. The contract owner assumes the risk of gain or loss according to the
performance of the variable funding options. The contract value is the amount of
purchase payments, plus or minus any investment experience or interest. The
contract value also reflects all surrenders made and charges deducted. There is
generally no guarantee that at the maturity date the contract value will equal
or exceed the total purchase payments made under the Contract. The date the
contract and its benefits become effective is referred to as the contract date.
Each 12-month period following the contract date is called a contract year.

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

CONTRACT OWNER INQUIRIES

Any questions you have about your Contract should be directed to the Company's
Home Office at (888) 556-5412.

PURCHASE PAYMENTS

The initial purchase payment must be at least $5,000, which amount may be paid
in one or more installments of at least $100 within the first twelve months
after the contract date. You may make additional payments of at least $100 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 in good order at our Home Office. Subsequent purchase payments will
be credited to a Contract on the same business day, if received in good order by
our Home Office by 4:00 p.m. Eastern time. A business day is any day that the
New York Stock Exchange is open. Our business day ends at 4:00 p.m. Eastern time
unless we need to close earlier due to an emergency.

ACCUMULATION UNITS

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

8
<PAGE> 9

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account, which invest in the underlying mutual funds ("underlying funds"). You
will find detailed information about the options and their inherent risks in the
current prospectuses for the funding options which must accompany this
prospectus. Travelers has entered into agreements with either the investment
adviser or distributor of certain of the underlying funds in which the adviser
or distributor pays us a fee for providing administrative services, which fee
may vary. The fee is ordinarily based upon an annual percentage of the average
aggregate net amount invested in the underlying funds on behalf of the Separate
Account. You are not investing directly in the underlying fund. Since each
option has varying degrees of risk, please read the prospectuses carefully
before investing. Contact your Primerica Financial Services representative or
call (888) 556-5412 to request additional copies of the prospectuses.

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

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

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CONCERT INVESTMENT SERIES
Select Government Portfolio Seeks high current return consistent with the SSB Citi Fund Management LLC
preservation of capital by investing primarily in ("SSB Citi")
debt instruments issued or guaranteed by the U.S.
government, its agencies or instrumentalities.
Select Growth and Income Seeks both growth and income by investing princi- SSB Citi
Portfolio pally in equity securities which provide dividend
and interest income but may invest in non-income
producing investments for potential appreciation
in value.
Select Growth Portfolio Seeks capital appreciation by investing primarily SSB Citi
in U.S. common stocks and other equity securities,
typically of established companies with large
market capitalization.
Select Mid Cap Portfolio Seeks long-term growth of capital by investing at SSB Citi
least 65% of its assets in the equity securities
of companies having market capitalization within
the range of the companies included in the
Standard and Poor's MidCap 400 Index at the time
of investment.
Select Small Cap Portfolio Seeks capital appreciation by investing in the SSB Citi
common stocks of companies that have market
capitalizations in the lowest 20% of all publicly
traded U.S. companies.
GREENWICH STREET SERIES FUND
Appreciation Portfolio Seeks long term appreciation of capital by SSB Citi
investing primarily in equity securities.
SMITH BARNEY CONCERT ALLOCATION
SERIES INC.
Select Balanced Portfolio Seeks a balance of growth of capital and income by Travelers Investment Advisers
investing in a select group of mutual funds. ("TIA")
Select Conservative Seeks income and secondarily, long-term growth of TIA
Portfolio capital by investing in a select group of mutual
funds.
Select Growth Portfolio Seeks long term growth of capital by investing in TIA
a select group of mutual funds.
Select High Growth Seeks capital appreciation by investing in a TIA
Portfolio select group of mutual funds.
Select Income Portfolio Seeks high current income by investing in a select TIA
group of mutual funds.
TRAVELERS SERIES FUND INC.
MFS Total Return Portfolio (a balanced portfolio) Seeks to obtain TIA
above-average income (compared to a portfolio Subadviser:
entirely invested in equity securities) consistent Massachusetts Financial
with the prudent employment of capital. Generally, Services Company ("MFS")
at least 40% of the Portfolio's assets are
invested in equity securities.
</TABLE>

9
<PAGE> 10

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRAVELERS SERIES FUND INC.
(CONT'D)
Smith Barney Aggressive Seeks capital appreciation by investing primarily SSB Citi
Growth Portfolio in common stocks of companies that are
experiencing, or have the potential to experience,
growth of earnings, or that exceed the average
earnings growth rate of companies whose securities
are included in the S&P 500.
Smith Barney High Income Seeks high current income. Capital appreciation is SSB Citi
Portfolio a secondary objective. The Portfolio will invest
at least 65% of its assets in high-yielding
corporate debt obligations and preferred stock.
Smith Barney International Seeks total return on assets from growth of SSB Citi
Equity Portfolio capital and income by investing at least 65% of
its assets in a diversified portfolio of equity
securities of established non-U.S. issuers.
Smith Barney Large Cap Seeks current income and long-term growth of SSB Citi
Value Portfolio income and capital by investing primarily, but not
exclusively, in common stocks.
Smith Barney Money Market Seeks maximum current income and preservation of SSB Citi
Portfolio capital.
THE TRAVELERS SERIES TRUST
MFS Mid Cap Growth Seeks to obtain long-term growth of capital by TAMIC
Portfolio investing, under normal market conditions, at Subadviser: MFS
least 65% of its total assets in equity securities
of companies with medium market capitalization
which the investment adviser believes have
above-average growth potential.
MFS Research Portfolio Seeks to provide long-term growth of capital and TAMIC
future income. Subadviser: MFS
Social Awareness Stock Seeks to obtain long-term capital appreciation and SSB Citi
Portfolio retention of net investment income.
VAN KAMPEN LIFE INVESTMENT
TRUST
Comstock Portfolio -- Class Seeks capital growth and income through Van Kampen Asset Management
II investments in equity securities, including common Inc.
stocks, preferred stocks and securities
convertible into common and preferred stocks.
Growth and Income Seeks long-term growth of capital and income. Van Kampen Asset Management
Portfolio -- Class II Inc.
Emerging Growth Portfolio Seeks capital appreciation. Van Kampen Asset Management
Class II Inc.
</TABLE>

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

GENERAL

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

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

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

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

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

- the distribution of various reports to contract owners.

Costs and expenses we incur include:

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

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

10
<PAGE> 11

- other costs of doing business.

Risks we assume include:

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

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

- that the costs of providing the services and benefits under the Contracts
will exceed the charges deducted. We may also deduct a charge for taxes.

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

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

WITHDRAWAL CHARGE

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

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

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

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

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

(d) from any Contract earnings.

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

We will not deduct a withdrawal charge:

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

- if an annuity payout (based upon life expectency) has begun (after the
first contract year);

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

- if the annuitant is confined to an eligible Nursing Home as described
in Appendix D.

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

11
<PAGE> 12

FREE WITHDRAWAL ALLOWANCE

You may withdraw up to 15% of the contract value annually, without a withdrawal
charge. (If you have purchase payments no longer subject to a withdrawal charge,
the maximum you may withdraw without a withdrawal charge is the greater of (a)
the free withdrawal allowance, or (b) the total amount of purchase payments no
longer subject to a withdrawal charge. Note: Any free withdrawal taken will
reduce purchase payments no longer subject to a withdrawal charge.) For the
first contract year, the available amount is 15% of the initial purchase
payment. Beginning in the second contract year, the available free withdrawal
amount is 15% of the contract value 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, the free withdrawal provision
applies to all withdrawals.

ADMINISTRATIVE CHARGES

We will deduct an annual contract administrative charge on the fourth Friday of
each August. This charge compensates us for expenses incurred in establishing
and maintaining the Contract. The $30 charge is deducted from the contract value
by canceling accumulation units applicable to each variable funding option on a
pro rata basis. For the first Contract year this charge will be prorated (i.e.
calculated) from the date of purchase. A prorated charge will also be made if
the Contract is completely withdrawn or terminated. We will not deduct a
contract administrative charge:

(1) from the distribution of death proceeds; 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.

MORTALITY AND EXPENSE RISK CHARGE

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

FUNDING OPTION EXPENSES

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

PREMIUM TAX

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

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

12
<PAGE> 13

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

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

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

DOLLAR COST AVERAGING

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

You may elect the DCA Program through written request or other method acceptable
to the Company. You must have a minimum total contract value of $5,000 to enroll
in the DCA Program. The minimum amount that may be transferred through this
program is $100.

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

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

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

13
<PAGE> 14

You may start or stop participation in the DCA Program at any time, but you must
give the Company at least 30 days' notice to change any automated transfer
instructions that are currently in place. If you stop the Special DCA Program
and elect to remain in the Fixed Account, your contract value will be credited
for the remainder of 6 or 12 months with the interest rate for non-Program
funds.

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

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

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

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

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

SYSTEMATIC WITHDRAWALS

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

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

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

LOANS

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

14
<PAGE> 15

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

TYPES OF OWNERSHIP

CONTRACT OWNER

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

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

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

BENEFICIARY

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

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

ANNUITANT

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

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

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

DEATH BENEFITS BEFORE THE MATURITY DATE

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

For all death benefits described below, we will subtract from the proceeds any
applicable premium tax and/or outstanding loans.

15
<PAGE> 16

<TABLE>
<S> <C>
---------------------------------------------------------------------------------------------------------------
AGE ON CONTRACT DATE DEATH BENEFIT
---------------------------------------------------------------------------------------------------------------
If the annuitant was younger than age 76 on the - the contract value;
Contract Date, the death benefit will be the - the total purchase payments made under the contract
greatest of: (less any partial surrenders); or
- the step-up value, if any, as described below.
---------------------------------------------------------------------------------------------------------------
If the annuitant was age 76 and over on the - the contract value.
Contract Date, the death benefit will be the
greater of:
---------------------------------------------------------------------------------------------------------------
</TABLE>

STEP-UP VALUE

WHERE THE ANNUITANT WAS YOUNGER THAN AGE 67 ON THE CONTRACT DATE:

A step-up value will be established on the eighth contract date anniversary
which occurs on or prior to the death report date. The step-up value will
initially equal the contract value on that anniversary. When an additional
purchase payment is made, the step-up value will be increased by the amount of
that purchase payment. When a partial surrender is taken, the step-up value will
be reduced by a partial surrender reduction as described below. On each Contract
anniversary before the annuitant's 76th birthday and before the annuitant's
death, if the contract value is greater than the step-up value, the step-up
value will be reset to equal that greater amount. The step-up value will not be
reduced on these anniversary recalculations (provided no surrenders are made on
that day). The only changes made to the step-up value on or after the
annuitant's 76th birthday will be those related to additional purchase payments
or partial surrenders.

WHERE THE ANNUITANT WAS AGE 67 THROUGH 75 ON THE CONTRACT DATE:

A step-up value will be established on the eighth contract date anniversary
which occurs on or prior to the death report date. The step-up value will equal
the contract value on that anniversary. When an additional purchase payment is
made, the step-up value will be increased by the amount of that purchase
payment. When a partial surrender is taken, the step-up value will be reduced by
a partial surrender reduction as described below. The only changes made to the
step-up value on or after the annuitant's 76th birthday will be those related to
additional purchase payments or partial surrenders.

PARTIAL SURRENDER REDUCTION. If you make a partial surrender, the step-up value
is reduced by a partial surrender reduction which equals (1) the step-up value,
multiplied by (2) the amount of the partial surrender, divided by (3) the
contract value before the surrender. For example, assume your current contract
value is $55,000. If your original step-up value is $50,000, and you decide to
make a partial withdrawal of $10,000, the step-up value would be reduced as
follows:

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

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

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

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

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

IF THE ANNUITANT IS AGE 76 OR OLDER ON THE CONTRACT DATE:

The Company will pay to the beneficiary a death benefit in an amount equal to
the contract value as of the death report date, reduced by any applicable
premium tax or outstanding loans.

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

16
<PAGE> 17

PAYMENT OF PROCEEDS

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

NONQUALIFIED CONTRACTS

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

17
<PAGE> 18

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

QUALIFIED CONTRACTS

DEATH PROCEEDS AFTER THE MATURITY DATE

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

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

MATURITY DATE

Under the Contract, you can receive regular income payments (annuity payments).
You can choose the month and the year in which those payments begin (maturity
date). You can also choose among income plans (annuity or income options) or
elect a lump sum distribution. While the annuitant is alive, you can change your
selection any time up to the maturity date. Annuity or income payments will
begin on the maturity date stated in the Contract unless the Contract has been
fully surrendered or the proceeds have been paid to the beneficiary before that
date, or unless you elect another date. Annuity payments are a series of
periodic payments (a) for life; (b) for life with either a minimum number of
payments or a specific amount assured; or (c) for

18
<PAGE> 19

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

You may choose to annuitize at any time after you purchase the contract. Unless
you elect otherwise, the maturity date will be the later of the annuitants 90th
birthday or 10 years after the effective date of the contract. For Contracts
issued in Florida and New York, the maturity date elected may not be later than
the annuitant's 90th birthday.

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

ALLOCATION OF ANNUITY

When an annuity option is elected, it may be elected as a variable annuity, a
fixed annuity, or a combination of both. If, at the time annuity payments begin,
no election has been made to the contrary, the cash surrender value will be
applied to provide an annuity funded by the same investment options as you have
selected during the accumulation period (contract value, in Oregon). At least 30
days before the maturity date, you may transfer the contract value among the
funding options in order to change the basis on which annuity payments will be
determined. (See "Transfers.")

VARIABLE ANNUITY

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

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

The amount of the first monthly payment depends on the annuity option elected
and the annuitant's adjusted age. A formula for determining the adjusted age is
contained in the Contract. The total first monthly annuity payment is determined
by multiplying the benefit per $1,000 of value shown in the Contract tables by
the number of thousands of dollars of contract value applied to that annuity
option and factors in an assumed daily net investment factor. The Assumed Daily
Net Investment factor corresponds to an annual interest rate of 3%, used to
determine the guaranteed payout rates shown. If investment rates are higher at
the time annuitization is selected, payout rates will be higher than those
shown. The Company reserves the right to require satisfactory proof of age of
any person on whose life annuity payments are based before making the first
payment under any of the payment options.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of
all subsequent annuity payments changes from month to month based on the
investment experience of the applicable funding options. The total amount of
each annuity payment will be equal to the sum of the basic payments in each
funding option. The actual amounts of these payments are determined by
multiplying the number of annuity units credited to each funding option by the
corresponding annuity unit value as of the date 14 days before the date the
payment is due.

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<PAGE> 20

FIXED ANNUITY

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

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

ELECTION OF OPTIONS

While the annuitant is alive, you can change your annuity or income option
selection any time up to the maturity date. Once annuity or income payments have
begun, no further elections are allowed.

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

The minimum amount that can be placed under an annuity or income option will be
$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
accordance with the payment option that you select. You may choose to receive a
single lump-sum payment. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
annuitant must be made by the contract owner.

ANNUITY OPTIONS

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

Option 1 -- Life Annuity -- No Refund. The Company will make annuity payments
during the lifetime of the annuitant ending with the last payment before death.
This option offers the maximum periodic payment, since there is no assurance of
a minimum number of payments or provision for a death benefit for beneficiaries.

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

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

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

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<PAGE> 21

payee. On the death of the secondary payee, the Company will continue to make
monthly annuity payments to the primary payee in the same amount that would have
been payable during the joint lifetime of the two persons. On the death of the
primary payee, the Company will continue to make annuity payments to the
secondary payee in an amount equal to 50% of the payments which would have been
made during the lifetime of the primary payee. No further payments will be made
once both payees have died.

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

INCOME OPTIONS

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

Option 1 -- Payments of a Fixed Amount. The Company will make equal payments of
the amount elected until the cash surrender value applied under this option has
been exhausted. The first payment and all later payments will be paid from each
funding option or the Fixed Account in proportion to the cash surrender value
attributable to each funding option and/or Fixed Account. The final payment will
include any amount insufficient to make another full payment.

Option 2 -- Payments for a Fixed Period. The Company will make payments for the
period selected. The amount of each payment will be equal to the remaining cash
surrender value applied under this option divided by the number of remaining
payments.

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

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

RIGHT TO RETURN

You may return the Contract for a full refund of the contract value (including
charges) within twenty days after you receive it (the "right to return period").
You bear the investment risk on the purchase payment during the right to return
period; therefore, the contract value returned may be greater or less than your
purchase payment.

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

The contract value will be determined following the close of the business day on
which we receive the Contract and a written request for a refund. Where state
law requires a longer period, or the return of purchase payments or other
variations of this provision, the Company will comply. Refer to your Contract
for any state-specific information.

TERMINATION

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

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<PAGE> 22

REQUIRED REPORTS

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

SUSPENSION OF PAYMENTS

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

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

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

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

The Travelers Insurance Company and The Travelers Life and Annuity Company each
sponsor separate accounts: The Travelers Separate Account PF for Variable
Annuities ("Separate Account PF") and The Travelers Separate Account PF II for
Variable Annuities ("Separate Account PF II"), respectively. Both Separate
Account PF and Separate Account PF II were established on July 30, 1997 and are
registered with the SEC as a unit investment trust (separate accounts) under the
Investment Company Act of 1940, as amended (the "1940 Act"). Each separate
account's assets attributable to the Contracts will be invested exclusively in
the shares of the variable funding options.

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

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

PERFORMANCE INFORMATION

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

STANDARDIZED METHOD. Quotations of average annual total returns are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the funding option, and then related to ending redeemable values over
one-, five-, and ten-year periods, or for a period covering the time during
which the funding option has been in existence, if less. These quotations

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<PAGE> 23

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

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

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

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

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

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

GENERAL TAXATION OF ANNUITIES

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

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

If you purchase an annuity contract with proceeds of an eligible rollover
distribution from any pension plan, specially sponsored program, or individual
retirement annuity (IRA) with pre-tax dollars, your contract is referred to as a
qualified contract. Some examples of qualified contracts

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<PAGE> 24

are: IRAs, 403(b) annuities, pension and profit-sharing plans (including 401(k)
plans), Keogh Plans, and certain other qualified deferred compensation plans. An
exception to this is a qualified plan called a Roth IRA. Under Roth IRAs, after
tax contributions accumulate until maturity, when amounts (including earnings)
may be withdrawn tax-free. If you purchase the contract on an individual basis
with after-tax dollars and not under one of the programs described above, your
contract is referred to as nonqualified.

NONQUALIFIED ANNUITY CONTRACTS

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

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

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

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.

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DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

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

OWNERSHIP OF THE INVESTMENTS

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

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

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

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

TAXATION OF DEATH BENEFIT PROCEEDS

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

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

THE INSURANCE COMPANIES

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

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

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

FINANCIAL STATEMENTS

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

IMSA

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

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

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

In no event will up-front compensation paid to broker-dealers exceed 7% of the
purchase payments made under the Contracts. If asset based compensation is paid,
it will not exceed 2% of the average account value annually. In some cases,
Tower Square Securities, Inc., an affiliate of the Company receives greater
compensation for selling the Contract than non-affiliated broker-dealers. From
time to time, the Company may pay or permit other promotional incentives, in
cash, credit or other compensation.

CONFORMITY WITH STATE AND FEDERAL LAWS

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

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<PAGE> 27

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

VOTING RIGHTS

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

LEGAL PROCEEDINGS AND OPINIONS

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

THE TRAVELERS INSURANCE COMPANY

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

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

THE TRAVELERS LIFE AND ANNUITY COMPANY

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

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PRIMELITE

APPENDIX A: CONDENSED FINANCIAL INFORMATION
--------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT PF FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD FROM
YEAR JULY 9, 1998
ENDED TO
FUNDING OPTION 1999 DECEMBER 31, 1998
-------------------------------------------------------------------------------------------
<S> <C> <C>
GREENWICH STREET SERIES FUND
APPRECIATION PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.032 1.000
Unit Value at end of period............................. 1.151 1.032
Number of units outstanding at end of period............ 39,976,850 6,001,504
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
SELECT BALANCED PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.010 1.000
Unit Value at end of period............................. 1.071 1.010
Number of units outstanding at end of period............ 11,802,965 3,276,785
SELECT CONSERVATIVE PORTFOLIO (8/98)
Unit Value at beginning of period....................... 1.006 1.000
Unit Value at end of period............................. 1.033 1.006
Number of units outstanding at end of period............ 3,541,657 958,292
SELECT GROWTH PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.028 1.000
Unit Value at end of period............................. 1.178 1.028
Number of units outstanding at end of period............ 16,449,483 4,128,790
SELECT HIGH GROWTH PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.007 1.000
Unit Value at end of period............................. 1.260 1.007
Number of units outstanding at end of period............ 6,958,968 2,419,349
SELECT INCOME PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.005 1.000
Unit Value at end of period............................. 0.997 1.005
Number of units outstanding at end of period............ 1,638,501 855,703
TRAVELERS SERIES FUND INC.
MFS TOTAL RETURN PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.011 1.000
Unit Value at end of period............................. 1.024 1.011
Number of units outstanding at end of period............ 8,380,697 1,863,613
SMITH BARNEY HIGH INCOME PORTFOLIO (7/98)
Unit Value at beginning of period....................... 0.958 1.000
Unit Value at end of period............................. 0.969 0.958
Number of units outstanding at end of period............ 5,067,972 1,085,592
SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO (7/98)
Unit Value at beginning of period....................... 0.889 1.000
Unit Value at end of period............................. 1.471 0.889
Number of units outstanding at end of period............ 5,354,378 1,252,105
SMITH BARNEY LARGE CAP VALUE PORTFOLIO (7/98)
Unit Value at beginning of period....................... 0.972 1.000
Unit Value at end of period............................. 0.959 0.972
Number of units outstanding at end of period............ 17,862,434 3,867,915
SMITH BARNEY MONEY MARKET PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.016 1.000
Unit Value at end of period............................. 1.050 1.016
Number of units outstanding at end of period............ 8,243,538 1,796,861
TRAVELERS SERIES TRUST
MFS MID CAP GROWTH PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.008 1.000
Unit Value at end of period............................. 1.632 1.008
Number of units outstanding at end of period............ 6,463,250 1,229,892
MFS RESEARCH PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.009 1.000
Unit Value at end of period............................. 1.231 1.009
Number of units outstanding at end of period............ 10,815,585 3,296,438
</TABLE>

The date next to each Funding Option's name represents the date that money came
into the Funding Option through the Separate Account. Funding Options not listed
had no amounts yet allocated to them. The financial statements for Fund PF and
the financial statements for The Travelers Insurance Company are contained in
the SAI.

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PRIMELITE

APPENDIX B: CONDENSED FINANCIAL INFORMATION
--------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT PF II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 24, 1998
YEAR (EFFECTIVE DATE)
ENDED TO
FUNDING OPTION 1999 DECEMBER 31, 1998
--------------------------------------------------------------------------------------------
<S> <C> <C>
GREENWICH STREET SERIES FUND
APPRECIATION PORTFOLIO (7/98)
nit Value at beginning of period........................ 1.032 1.000
Unit Value at end of period............................. 1.151 1.032
Number of units outstanding at end of period............ 235,392,378 36,108,910
SMITH BARNEY CONCERT ALLOCATION SERIES INC.
SELECT BALANCED PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.010 1.000
Unit Value at end of period............................. 1.071 1.010
Number of units outstanding at end of period............ 92,958,272 37,964,992
SELECT CONSERVATIVE PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.006 1.000
Unit Value at end of period............................. 1.033 1.006
Number of units outstanding at end of period............ 32,731,406 14,254,579
SELECT GROWTH PORTFOLIO (6/98)
Unit Value at beginning of period....................... 1.028 1.000
Unit Value at end of period............................. 1.178 1.028
Number of units outstanding at end of period............ 106,081,505 30,475,847
SELECT HIGH GROWTH PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.007 1.000
Unit Value at end of period............................. 1.260 1.007
Number of units outstanding at end of period............ 63,571,711 18,718,704
SELECT INCOME PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.005 1.000
Unit Value at end of period............................. 0.997 1.005
Number of units outstanding at end of period............ 14,503,445 6,835,035
TRAVELERS SERIES FUND INC.
MFS TOTAL RETURN PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.011 1.000
Unit Value at end of period............................. 1.024 1.011
Number of units outstanding at end of period............ 54,861,298 11,901,259
SMITH BARNEY HIGH INCOME PORTFOLIO (7/98)
Unit Value at beginning of period....................... 0.958 1.000
Unit Value at end of period............................. 0.969 0.958
Number of units outstanding at end of period............ 25,856,446 7,250,612
SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO (7/98)
Unit Value at beginning of period....................... 0.889 1.000
Unit Value at end of period............................. 1.471 0.889
Number of units outstanding at end of period............ 28,191,109 8,642,970
SMITH BARNEY LARGE CAP VALUE PORTFOLIO (7/98)
Unit Value at beginning of period....................... 0.972 1.000
Unit Value at end of period............................. 0.959 0.972
Number of units outstanding at end of period............ 95,910,703 21,613,178
SMITH BARNEY MONEY MARKET PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.016 1.000
Unit Value at end of period............................. 1.050 1.016
Number of units outstanding at end of period............ 56,006,628 9,365,841
TRAVELERS SERIES TRUST
MFS MID CAP GROWTH PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.008 1.000
Unit Value at end of period............................. 1.632 1.008
Number of units outstanding at end of period............ 34,997,093 5,280,045
MFS RESEARCH PORTFOLIO (7/98)
Unit Value at beginning of period....................... 1.009 1.000
Unit Value at end of period............................. 1.231 1.009
Number of units outstanding at end of period............ 70,357,077 18,932,328
</TABLE>

The date next to each Funding Option's name represents the date that money came
into the Funding Option through the Separate Account. Funding Options not listed
had no amounts yet allocated to them. The financial statements for Fund PF II
and the financial statements for The Travelers Life and Annuity Company are
contained in the SAI.

B-1
<PAGE> 30

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

THE FIXED ACCOUNT

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

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

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

We guarantee that, at any time, the Fixed Account contract value will not be
less than the amount of the purchase payments allocated to the Fixed Account,
plus interest credited as described below, less any applicable premium taxes or
prior surrenders.

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

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

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

TRANSFERS

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

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

C-1
<PAGE> 31

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

WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT
(This waiver is not available if the Annuitant is age 71 or older on the date
the Contract is issued.)

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

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

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

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

Meets all of the following standards:

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

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

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

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

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

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

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

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

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

D-1
<PAGE> 32

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

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

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

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

Copies of the Statement of Additional Information dated May 1, 2000 are
available without charge. To request a copy, please clip this coupon on the
dotted line above, enter your name and address in the spaces provided below, and
mail to: The Travelers Insurance Company, PrimeElite Travelers Service Center,
One Tower Square, Hartford, Connecticut 06183. The Travelers Insurance Company
Statement of Additional Information is printed on Form No. L-12684S; The
Travelers Life and Annuity Company Statement of Additional Information is
printed on Form No. L-12685S.

Name:
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Address:
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L-12684 May 1, 2000