TRAVELERS SEPARATE ACCOUNT TM II FOR VARIABLE ANNUITIES, 497, 2000-05-05

TRAVELERS SEPARATE ACCOUNT TM II FOR VARIABLE ANNUITIES
497, 2000-05-05

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TRAVELERS MARQUIS PORTFOLIOS PROSPECTUS:
THE TRAVELERS SEPARATE ACCOUNT TM FOR VARIABLE ANNUITIES

THE TRAVELERS SEPARATE ACCOUNT TM II FOR VARIABLE ANNUITIES

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

Your purchase payments accumulate on a variable basis through one or more of the
subaccounts ("funding options"). Your contract value will vary daily to reflect
the investment experience of the funding options you select. The variable
funding options are:

DELAWARE GROUP PREMIUM FUND
REIT Series
Small Cap Value Series
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio(1)
Small Cap Portfolio
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST(2)
Franklin Small Cap Fund Class 2(3)
Templeton Developing Markets Securities
Fund Class 2(4)
Templeton International Securities Fund
Class 2(5)
JANUS ASPEN SERIES
Aggressive Growth Portfolio - Service Shares
Growth and Income Portfolio - Service Shares
International Growth Portfolio - Service Shares
THE MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund
OCC ACCUMULATION TRUST
Equity Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Investors Fund
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II
TRAVELERS SERIES FUND INC.
AIM Capital Appreciation Portfolio
Smith Barney Aggressive Growth Portfolio
Smith Barney High Income Portfolio
Smith Barney Large Capitalization Growth
Portfolio
Smith Barney Money Market Portfolio
Travelers Managed Income Portfolio
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Jurika & Voyles Core Equity Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
NWQ Large Cap Portfolio
Strategic Stock Portfolio
U.S. Government Securities Portfolio
WARBURG PINCUS TRUST
Emerging Markets Portfolio

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

(1) Formerly offered as Capital Appreciation Portfolio.

(2) Formerly Templeton Variable Products Fund

(3) Formerly offered as Franklin Small Cap
Investments Fund-Class 2
(4) Formerly offered as Templeton Developing Markets Fund-Class 2

(5) Formerly offered as Templeton International
Fund-Class 2

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 TM for Variable Annuities or The Travelers Separate Account TM
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, Annuity Investor Services, One Tower Square, Hartford,
Connecticut 06183, call 1-800-842-8573 or access the SEC's website
(http://www.sec.gov). See Appendix C for the SAI's table of contents.

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

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

PROSPECTUS DATED MAY 1, 2000
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms................ 2
Summary............................... 3
Fee Table............................. 6
Condensed Financial Information....... 10
The Annuity Contract.................. 10
Contract Owner Inquiries............ 10
Purchase Payments................... 10
Accumulation Units.................. 10
The Funding Options................. 11
Charges and Deductions................ 13
General............................. 13
Administrative Charges.............. 14
Mortality and Expense Risk Charge... 14
Funding Option Expenses............. 15
Premium Tax......................... 15
Changes in Taxes Based Upon Premium
or Value......................... 15
Transfers............................. 15
Asset Allocation Program.............. 15
Access to Your Money.................. 16
Systematic Withdrawals.............. 16
Ownership Provisions.................. 16
Types of Ownership.................. 16
Contract Owner................... 16
Beneficiary...................... 17
Annuitant........................ 17
Death Benefit......................... 17
Death Proceeds Before the Maturity
Date............................. 17
Payment of Proceeds................. 18
Death Proceeds After the Maturity
Date............................. 20
The Annuity Period.................... 20
Maturity Date....................... 20
Allocation of Annuity............... 21
Variable Annuity.................... 21
Fixed Annuity....................... 21
Payment Options....................... 22
Election of Options................. 22
Annuity Options..................... 22
Miscellaneous Contract Provisions..... 23
Right to Return..................... 23
Termination......................... 23
Required Reports.................... 23
Suspension of Payments.............. 23
Transfers of Contract Values to
Other Annuities.................. 23
The Separate Accounts................. 24
Performance Information............. 24
Federal Tax Considerations............ 25
General Taxation of Annuities....... 25
Types of Contracts: Qualified or
Nonqualified..................... 25
Nonqualified Annuity Contracts...... 25
Qualified Annuity Contracts......... 26
Penalty Tax for Premature
Distributions.................... 26
Diversification Requirements for
Variable Annuities............... 26
Ownership of the Investments........ 26
Mandatory Distributions for
Qualified Plans.................. 27
Taxation of Death Benefit
Proceeds......................... 27
Other Information..................... 27
The Insurance Companies............. 27
Financial Statements................ 28
IMSA................................ 28
Distribution of Variable Annuity
Contracts........................ 28
Conformity with State and Federal
Law.............................. 28
Voting Rights....................... 28
Legal Proceedings and Opinions...... 28
Appendix A: Condensed Financial
Information for The Travelers
Insurance Company: Separate Account
TM.................................. A-1
Appendix B: Condensed Financial
Information for The Travelers Life
and Annuity Company: Separate
Account TM II....................... B-1
Appendix C: Contents of the Statement
of Additional Information........... C-1
</TABLE>

INDEX OF SPECIAL TERMS

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

<TABLE>
<S> <C>
Accumulation Unit..................... 10
Accumulation Period................... 10
Annuitant............................. 17
Annuity Payments...................... 10
Annuity Unit.......................... 10
Contingent Annuitant.................. 17
Contract Date......................... 10
Contract Owner (You, Your)............ 17
Contract Value........................ 10
Contract Year......................... 10
Death Report Date..................... 17
Funding Option(s)..................... 10
Maturity Date......................... 10
Purchase Payment...................... 10
Underlying Fund....................... 11
Written Request....................... 10
</TABLE>

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SUMMARY:
TRAVELERS MARQUIS PORTFOLIOS

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

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

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

Bahamas
British Virgin Islands
Guam
New Hampshire
New York
North Carolina
U.S. Virgin Islands
Wyoming

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

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. Under a qualified contract, you can make one or more
payments, as you choose, on a tax-deferred basis. Under a nonqualified contract,
you can make one or more payments with after-tax dollars. You direct your
payment(s) to one or more of the variable funding options.

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

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

Once you choose one of the annuity options and begin to receive payments, it
cannot be changed. During the payout phase, you have the same investment choices
you had during 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 for
Individual Retirement Annuities (IRAs); and (3) rollovers for other qualified
retirement plans. Qualified contracts include contracts

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<PAGE> 4

qualifying under Section 401(a), 403(b), or 408(b) of the Internal Revenue Code
of 1986. 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 $25,000. You
may make additional payments of at least $500 at any time during the
accumulation phase.

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within ten days
after you receive it, you will receive a full refund of the contract value
(including charges). 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
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.

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance
features and investment features, and there are costs related to each. For
contracts with a value of less than $50,000 the Company deducts an annual
contract administrative charge of $40. The subaccount administrative charge and
the mortality and expense risk ("M&E") charge are deducted from the amounts in
the variable funding options. The subaccount administrative charge is 0.15%
annually. If you elect the standard death benefit, the M&E is 1.55%. If you
elect the enhanced death benefit, the M&E is 1.70% of the amounts you direct to
the variable funding options. Each underlying Fund also charges for management
and other expenses.

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 payments. Under a
nonqualified Contract, payments to the contract are made with after-tax dollars,
and any earnings will accumulate tax-deferred. You will be taxed on these
earnings when they are withdrawn from the Contract.

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

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HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the
accumulation phase. No sales charge will apply. Of course, you may have to pay
income taxes and a tax penalty on any money you take out.

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. Certain states may have varying age requirements.
Please refer to the Death Benefit section in the prospectus for more details.

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

- 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.

- ASSET ALLOCATION PROGRAM. If you choose, you can elect to have your
contributions allocated among a set of funding options according to an
optional asset allocation model. The model is based on your personal
investment risk tolerance and other factors. The Asset Allocation Program
was designed in conjunction with Ibbotson Associates, a recognized
provider of asset allocation services.

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

<TABLE>
<S> <C>
Annual Contract Administrative Charge
(Waived if contract value is $50,000 or more) $40
</TABLE>

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

<TABLE>
<CAPTION>
ENHANCED
STANDARD DEATH
DEATH BENEFIT BENEFIT
<S> <C> <C>
Mortality & Expense Risk Charge...................... 1.55% 1.70%
Administrative Expense Charge........................ 0.15% 0.15%
----- -----
Total Separate Account Charges.................... 1.70% 1.85%
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
MANAGEMENT OTHER OPERATING
FEE EXPENSES EXPENSES
(AFTER EXPENSE 12B-1 (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: REIMBURSEMENT) FEE REIMBURSEMENT) REIMBURSEMENT)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DELAWARE GROUP PREMIUM FUND
REIT Series................................ 0.64% 0.21% 0.85%(1)
Small Cap Value Series..................... 0.75% 0.10% 0.85%
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio(2).................. 0.75% 0.03% 0.78%
Small Cap Portfolio........................ 0.75% 0.03% 0.78%
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Franklin Small Cap Fund -- Class 2
(formerly offered as Franklin Small Cap
Investment Fund)......................... 0.55% 0.25% 0.27% 1.07%(3)
Templeton Developing Markets Securities
Fund -- Class 2 (formerly offered as
Templeton Developing Markets Fund)....... 1.25% 0.25% 0.31% 1.81%(4)
Templeton International Securities Fund --
Class 2 (formerly offered as Templeton
International Fund)...................... 0.69% 0.25% 0.19% 1.13%(5)
JANUS ASPEN SERIES
Aggressive Growth Portfolio -- Service
Shares................................... 0.65% 0.25% 0.02% 0.92%(6)
Growth and Income Portfolio -- Service
Shares................................... 0.65% 0.25% 0.40% 1.30%(6)
International Growth Portfolio -- Service
Shares................................... 0.65% 0.25% 0.11% 1.01%(6)
THE MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund.... 0.52% 0.73% 1.25%(7)
OCC ACCUMULATION TRUST
Equity Portfolio........................... 0.80% 0.11% 0.91%
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Investors Fund............................. 0.53% 0.45% 0.98%(8)
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II............... 1.00% 0.20% 1.20%(9)
TRAVELERS SERIES FUND INC.
AIM Capital Appreciation Portfolio......... 0.80% 0.04% 0.84%(10)
Smith Barney Aggressive Growth Portfolio... 0.80% 0.20% 1.00%(11)
Smith Barney High Income Portfolio......... 0.60% 0.06% 0.66%(10)
Smith Barney Large Capitalization Growth
Portfolio................................ 0.75% 0.11% 0.86%(10)
</TABLE>

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NOTES:

The purpose of this Fee Table is to assist Contract Owners in understanding the
various costs and expenses that a Contract Owner will bear, directly or
indirectly. See "Charges and Deductions" in this prospectus for additional
information. Expenses shown do not include premium taxes, which may be
applicable. "Other Expenses" include operating costs of the fund. These expenses
are reflected in each funding option's net asset value and are not deducted from
the account value under the Contract.

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

(2) Formerly Capital Appreciation Portfolio.

(3) On 2/8/00, a merger and reorganization was approved that merged the assets
of FRANKLIN SMALL CAP INVESTMENTS FUND into FRANKLIN SMALL CAP FUND,
effective 5/1/00. The above table shows restated total expenses based upon
the new fees and assets of Franklin Small Cap Fund as of 12/31/99, and not
the assets of the combined fund on 5/1/00. However if the table reflected
both the new fees and the combined assets, the fund's expenses after 5/1/00
would be estimated as: Management Fees 0.55%, Distribution and Service Fee
0.25%, Other expenses 0.27% and Total Fund Operating Expenses 1.07%.

The Fund's Class 2 distribution plan or "Rule 12b-1 Plan" is described in
the Fund's prospectus. While the maximum amount payable under the Fund's
Class 2 "Rule 12b-1 Plan" is 0.35% per year of the Fund's average daily net
assets, the Board of Trustees of Franklin Templeton Variable Insurance
Products Trust has set the current rate at 0.25% per year.

(4) On 2/8/00, a merger and reorganization was approved that merged the assets
of TEMPLETON DEVELOPING MARKETS EQUITY FUND into TEMPLETON DEVELOPING
MARKETS FUND (which then changed its name to TEMPLETON DEVELOPING MARKETS
SECURITIES FUND), effective 5/1/00. The table shows restated total expenses
based upon the new fees and assets of Templeton Developing Markets Fund as
of 12/31/99, and not the assets of the combined fund on 5/1/00. However if
the table reflected both the new fees and the combined assets, the fund's
expenses after 5/1/00 would be estimated as: Management Fees 1.25%,
Distribution and Service Fee 0.25%, Other expenses 0.29% and Total Fund
Operating Expenses 1.79%. The Fund's Class 2 distribution plan or "Rule
12b-1 Plan" is described in the Fund's prospectus. While the maximum amount
payable under the Fund's Class 2 "Rule 12b-1 Plan" is 0.35% per year of the
Fund's average daily net assets, the Board of Trustees of Franklin
Templeton Variable Insurance Products Trust has set the current rate at
0.25% per year.

(5) On 2/8/00, a merger and reorganization was approved that merged the assets
of TEMPLETON INTERNATIONAL EQUITY FUND into Templeton International Fund
(which then changed its name to Templeton International Securities Fund),
effective 5/1/00. The table shows restated total expenses based upon the
new fees and assets of Templeton International Fund as of 12/31/99, and not
the assets of the combined fund on 5/1/00. However if the table reflected
both the new fees and the combined assets, the fund's expenses after 5/1/00
would be estimated as: Management Fees 0.65%, Distribution and Service Fee
0.25%, Other expenses 0.20% and Total Fund Operating Expenses 1.10%. The
Fund's Class 2 distribution plan or "Rule 12b-1 Plan" is described in the
Fund's prospectus. While the maximum amount payable under the Fund's Class
2 "Rule 12b-1 Plan" is 0.35% per year of the Fund's average daily net
assets, the Board of Trustees of Franklin Templeton Variable Insurance
Products Trust has set the current rate at 0.25% per year.

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

(7) The investment manager of the MONTGOMERY VARIABLE SERIES: GROWTH FUND has
agreed to reduce some or all of its management fees if necessary to keep
Total Annual Operating Expenses, expressed on an annualized basis, at or
below one and one quarter percent (1.25%) of its average net assets. Absent
this waiver of fees, the Portfolio's Total Annual Operating Expenses would
equal 2.25%.
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(8) The Adviser has waived all or a portion of its Management Fees for the year
ended December 31, 1999. If such fees were not waived or expenses
reimbursed, the Management Fees, Other Expenses and Total Annual Operating
Expenses would have been 0.70%, 0.45% and 1.15%, respectively.

(9) The Adviser for STRONG SCHAFER VALUE FUND II has voluntarily agreed to cap
the Total Annual Operating Expenses at 1.20%. The adviser has no current
intention to, but may in the future, discontinue or modify any waiver of
fees or absorption of expenses at its discretion without further
notification. Absent the waiver of fees, the Total Annual Operating
Expenses would be 1.57%.

(10) 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.

(11) Other Expenses reflect the current expense reimbursement arrangement with
the Adviser. The Adviser has agreed to reimburse SMITH BARNEY AGGRESSIVE
GROWTH PORTFOLIO for the amount by 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%.

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

(13) Travelers Insurance has agreed to reimburse the STRATEGIC STOCK PORTFOLIO,
the DISCIPLINED SMALL CAP STOCK PORTFOLIO, and the MFS MID CAP GROWTH
PORTFOLIO for expenses for the period ended December 31, 1999 which
exceeded 0.90%, 1.00% and 1.00% respectively. Without such voluntary
arrangements, the actual annualized Total Annual Operating Expenses would
have been 0.99%, 1.49%, and 1.07% respectively.

(14) Other Expenses reflect the current expense reimbursement arrangement with
Travelers Insurance Company. Travelers has agreed to reimburse the
Portfolios for the amount by which their aggregate expenses (including
management fees, but excluding brokerage commissions, interest charges and
taxes) exceeds 1.00%. Without such arrangements, the annualized Total
Annual Operating Expenses for the Portfolios would have been 1.15% for the
NWQ LARGE CAP PORTFOLIO and 1.40% for the JURIKA & VOYLES CORE EQUITY
PORTFOLIO.

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

EXAMPLE*:

Assuming a 5% annual return on assets, a $1,000 investment would be subject to
the following expenses, whether the contract has been surrendered or annuitized,
or if no withdrawals have been made:

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<TABLE>
<CAPTION>
(A) = STANDARD DEATH BENEFIT
(B) = ENHANCED DEATH BENEFIT
- -------------------------------------------------------------------------------------------------------
-------------------------------------
UNDERLYING FUNDING OPTIONS: 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
THE MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund................... (a) 30 91 156 328
(b) 31 96 163 342
OCC ACCUMULATION TRUST
Equity Portfolio.......................................... (a) 26 81 139 295
(b) 28 86 146 310
SALOMON BROTHERS VARIABLE SERIES FUND INC.
Investors Fund............................................ (a) 27 83 142 302
(b) 29 88 150 316
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II.............................. (a) 29 90 153 323
(b) 31 94 160 337
TRAVELERS SERIES FUND INC.
AIM Capital Appreciation Portfolio........................ (a) $26 $ 79 $135 $288
(b) 27 84 143 303
Smith Barney Aggressive Growth Portfolio.................. (a) 27 84 143 304
(b) 29 89 151 318
Smith Barney High Income Portfolio........................ (a) 24 74 126 270
(b) 25 78 134 285
Smith Barney Large Capitalization Growth Portfolio........ (a) 26 80 136 290
(b) 27 84 144 305
Smith Barney Money Market Portfolio....................... (a) 23 70 120 258
(b) 24 75 128 273
Travelers Managed Income Portfolio........................ (a) 25 77 131 280
(b) 26 81 139 295
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio....................... (a) 27 83 141 299
(b) 28 87 148 314
Disciplined Small Cap Stock Portfolio..................... (a) 27 84 143 304
(b) 29 89 151 318
Jurika & Voyles Core Equity Portfolio..................... (a) 27 84 143 304
(b) 29 89 151 318
Large Cap Portfolio....................................... (a) 26 80 137 291
(b) 28 85 144 306
Lazard International Stock Portfolio...................... (a) 28 86 146 310
(b) 29 90 154 324
MFS Mid Cap Growth Portfolio.............................. (a) 27 84 143 304
(b) 29 89 151 318
MFS Research Portfolio.................................... (a) 27 84 143 303
(b) 29 88 150 317
NWQ Large Cap Portfolio................................... (a) 27 84 143 304
(b) 29 89 151 318
Strategic Stock Portfolio................................. (a) 26 81 138 294
(b) 28 86 146 309
U.S. Government Securities Portfolio...................... (a) 22 69 118 253
(b) 24 73 125 268
WARBURG PINCUS TRUST
Emerging Markets Portfolio................................ (a) 31 96 163 342
(b) 33 100 170 356
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE EXAMPLE
REFLECTS THE $40 ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL CHARGE OF
0.008% OF ASSETS.

9
<PAGE> 10

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

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
Travelers Marquis Portfolios is a contract between the contract owner ("you"),
and the Company. You make purchase payments to us and we credit them to your
Contract. The Company promises to pay you an income, in the form of annuity
payments, beginning on a future date that you choose, the maturity date. The
purchase payments accumulate tax deferred in the funding options of your choice.
We offer multiple variable funding options. 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 1-800-842-8573.

PURCHASE PAYMENTS

The initial purchase payment must be at least $25,000. You may make additional
payments of at least $500 at any time. Under certain circumstances, we may waive
the minimum purchase payment requirement. Purchase payments over $1,000,000 may
be made with our prior consent. The initial purchase payment is due and payable
before the Contract becomes effective.

We will apply the initial purchase payment within two business days after we
receive it in good order at our Home Office. Subsequent purchase payments will
be credited to a Contract on the same business day, if received in good order by
our Home Office by 4:00 p.m. Eastern time. A business day is any day that the
New York Stock Exchange is open. Our business day ends at 4:00 p.m. Eastern time
unless we need to close earlier due to an emergency.

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.

10
<PAGE> 11

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account, which invest in the underlying mutual funds ("underlying funds"). You
will find detailed information about the options and their inherent risks in the
current prospectuses for the funding options which must accompany this
prospectus. The Company has entered into agreements with either the investment
adviser or distributor of certain of the underlying funds in which the adviser
or distributor pays us a fee for providing administrative services, which fee
may vary. The fee is ordinarily based upon an annual percentage of the average
aggregate net amount invested in the underlying funds on behalf of the Separate
Account. You are not investing directly in the underlying fund. Since each
option has varying degrees of risk, please read the prospectuses carefully
before investing. Contact your registered representative or call 1-800-842-8573
to request additional copies of the prospectuses.

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

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

<TABLE>
<CAPTION>
JANUS ASPEN SERIES
<S> <C> <C>
Aggressive Growth Seeks long-term capital growth by investing primarily Janus Capital
Portfolio -- Service in common stocks selected for their growth potential,
Shares normally investing at least 50% in the equity assets
of medium-sized companies.
</TABLE>

11
<PAGE> 12

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUB-ADVISER
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Growth and Income Seeks long-term capital growth and current income, Janus Capital
Portfolio -- Service with an investment emphasis on common stocks.
Shares
International Growth Seeks long-term capital growth by normally investing Janus Capital
Portfolio -- Service at least 65% of its total assets in securities of
Shares foreign issuers.
THE MONTGOMERY FUNDS III
Montgomery Variable Seeks capital appreciation by investing primarily in Montgomery Asset Management
Series: Growth Fund equity securities, usually common stock, of domestic
companies of all sizes, and emphasizes companies
having market capitalizations of $1 billion or more.
OCC ACCUMULATION TRUST
Equity Portfolio Seeks long-term capital appreciation through OpCap Advisors
investment in securities (primarily equity
securities) of companies that are believed by the
adviser to be undervalued in the marketplace in
relation to factors such as the companies' assets or
earnings.
SALOMON BROTHERS VARIABLE
SERIES FUND, INC.
Investors Fund Seeks long-term growth of capital, and, secondarily, Salomon Brothers Asset
current income, through investments in common stocks Management ("SBAM")
of well-known companies.
STRONG VARIABLE INSURANCE
FUNDS, INC.
Strong Schafer Value Seeks long-term capital appreciation. Current income Strong Capital Management
Fund II is a secondary objective when selecting investments Inc.
The goal is to identify stocks that provide Subadviser: Schafer Capital
above-average earnings growth prospects at a Management, Inc.
price-to-earnings ratio lower than that of the S&P
500.
TRAVELERS SERIES FUND
INC.
AIM Capital Seeks capital appreciation by investing principally Travelers Investment Adviser
Appreciation Portfolio in common stock, with emphasis on medium-sized and ("TIA")
smaller companies. Subadviser: Alliance Capital
Management L.P.
Smith Barney Aggressive Seeks capital appreciation by investing primarily in SSB Citi Fund Management LLC
Growth Portfolio common stocks of companies that are experiencing, or ("SSB Citi")
have the potential to experience, growth of earnings,
or that exceed the average earnings growth rate of
companies whose securities are included in the S&P
500.
Smith Barney High Seeks high current income. Capital appreciation is a SSB Citi
Income Portfolio secondary objective. The Portfolio will invest at
least 65% of its assets in high-yielding corporate
debt obligations and preferred stock.
Smith Barney Large Seeks long-term growth of capital by investing in SSB Citi
Capitalization Growth equity securities of companies with large market
Portfolio capitalizations.
Smith Barney Money Seeks maximum current income and preservation of SSB Citi
Market Portfolio capital.
Travelers Managed Seeks high current income consistent with prudent TIA
Income Portfolio risk of capital through investments in corporate debt Subadviser: Travelers Asset
obligations, preferred stocks, and obligations Management International
Management International issued or guaranteed by the Company LLC ("TAMIC")
U.S. Government or its agencies or instrumentalities.
THE TRAVELERS SERIES
TRUST
Disciplined Mid Cap Seeks growth of capital by investing primarily in a TAMIC
Stock Portfolio broadly diversified portfolio of U.S. common stocks. Subadviser: Travelers
Investment Management
Company ("TIMCO")
</TABLE>

12
<PAGE> 13

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUB-ADVISER
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Disciplined Small Cap Seeks long term capital appreciation by investing TAMIC
Stock Portfolio primarily (at least 65% of its total assets) in the Subadviser: TIMCO
common stocks of U.S. Companies with relatively small
market capitalizations at the time of investment.
Jurika & Voyles Core Seeks long-term capital appreciation. The Portfolio TAMIC
Equity Portfolio invests primarily in the common stock of quality Subadviser: Jurika & Voyles
companies of all market capitalizations that offer L.P.
current value and significant future growth
potential.
Large Cap Portfolio Seeks long-term growth of capital by investing TAMIC
primarily in equity securities of companies with Subadviser: Fidelity
large market capitalizations. Management & Research Co.
Lazard International Seeks capital appreciation by investing primarily in TAMIC
Stock Portfolio the equity securities of non-United States companies Subadviser: Lazard Asset
(i.e., incorporated or organized outside the United Management
States).
MFS Mid Cap Growth Seeks to obtain long-term growth of capital by TAMIC
Portfolio investing, under normal market conditions, at least Subadviser: Massachusetts
65% of its total assets in equity securities of Financial Services Company
companies with medium market capitalization which the ("MFS")
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
NWQ Large Cap Portfolio Seeks to achieve consistent, superior total return TAMIC
with minimum risk to principal. Subadviser: NWQ Investment
Management Company
Strategic Stock Seeks to provide an above-average total return TAMIC
Portfolio through a combination of potential capital Subadviser: TIMCO
appreciation and dividend income by investing
primarily in high dividend yielding stocks
periodically selected from the companies included in
(i) the Dow Jones Industrial Average and (ii) a
subset of the S&P Industrial Index.
U.S. Government Seeks to select investments from the point of view of TAMIC
Securities Portfolio an investor concerned primarily with the highest
credit quality, current income and total return. The
assets of the Portfolio will be invested in direct
obligations of the United States, its agencies and
instrumentalities.
WARBURG PINCUS TRUST
Emerging Markets Seeks long-term growth of capital by investing Credit Suisse Asset
Portfolio primarily in equity securities of non-U.S. issuers Management, LLC
consisting of companies in emerging securities
markets.
</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 contract owners,

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

13
<PAGE> 14

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

- the distribution of various reports to contract owners.

Costs and expenses we incur include:

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

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

- other costs of doing business.

Risks we assume include:

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

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

ADMINISTRATIVE CHARGES

We will deduct an annual contract administrative charge on the fourth Friday of
each August from Contracts with a value of less than $50,000 on that date. This
charge compensates us for expenses incurred in establishing and maintaining the
Contract. The $40 charge is deducted from the contract value by canceling
accumulation units applicable to each variable funding option on a pro rata
basis. For the first Contract year this charge will be prorated (i.e.
calculated) from the date of purchase. A prorated charge will also be made if
the Contract is completely withdrawn or terminated. We will not deduct a
contract administrative charge:

(1) from the distribution of death proceeds;

(2) after an annuity payout has begun, or

(3) if the contract value on the date of assessment equals or is greater
than $50,000.

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

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk ("M&E")
charge from amounts held in the variable funding options. The deduction is
reflected in our calculation of accumulation and annuity unit values. The
charges stated are the maximum for this product. We reserve the right to lower
this charge at any time. For the Standard Death Benefit, this charge equals, on
an annual basis, 1.55% of the amounts held in each funding option. For the
Enhanced Death Benefit, the charge equals on an annual basis, 1.70%. This charge
compensates the company for risks assumed, benefits provided and expenses
incurred, including payment of commissions to your sales agent.

14
<PAGE> 15

FUNDING OPTION EXPENSES

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

PREMIUM TAX

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

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

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

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

ASSET ALLOCATION PROGRAM
- --------------------------------------------------------------------------------

An asset allocation program is available and is offered to you in conjunction
with your Contract. Under this program, your purchase payments are allocated
among a set of funding options based on asset allocation models which were
designed by Ibbotson Associates. Your asset allocation model will be based on
your responses to a personal profile questionnaire that measures your personal
investment risk tolerance, investment time horizon, financial goals and other
factors. If you elect to participate in the asset allocation program, initial
and additional purchase payments will be allocated among the model and funding
options you select. Although you may only use one model at a time, you may elect
to change your selection as your tolerance for risk and/or your needs and
objectives change. You may use a questionnaire that we offer to determine the
model that best meets your risk tolerance and time horizons.

15
<PAGE> 16

From time to time, Ibbotson Associates reviews the models and may find that
asset allocations within a particular model may need to be changed. We will
notify you regarding any such change.

In order to participate in this program, you will need to complete the required
questionnaire. All Travelers Marquis Portfolios contract features will continue
to apply. Contact your Financial Consultant for additional information.

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

Any time before the maturity date, you may redeem all or any portion of the
contract value, less 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 contract value will be determined as of the close of business after we
receive your surrender request at the Home Office. The contract 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 contract value for a period of up to seven days
after the written request is received, but it is our intent to pay as soon as
possible. We cannot process requests for withdrawals that are not in good order.
We will contact you if there is a deficiency causing a delay and will advise
what is needed to act upon the withdrawal request.

SYSTEMATIC WITHDRAWALS

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

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

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

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

TYPES OF OWNERSHIP

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

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

16
<PAGE> 17

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

BENEFICIARY

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

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

ANNUITANT

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

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

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

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

DEATH PROCEEDS BEFORE THE MATURITY DATE

STANDARD DEATH BENEFIT:

The Company will pay to the beneficiary a death benefit in an amount equal to
the greatest of (1) or (2) below, each reduced by any applicable premium tax or
outstanding loans:

(1) the contract value; or

(2) the total purchase payments made under the Contract less all partial
withdrawals.

ENHANCED DEATH BENEFIT:

The Company will pay the beneficiary a death benefit in an amount equal to the
greatest of (1), (2) or (3) below, each reduced by any applicable premium tax or
outstanding loans:

(1) the contract value;

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

(3) the "step-up value" as described below.

STEP-UP VALUE. The step-up value will initially equal the first purchase
payment. When an additional purchase payment is made, the step-up value will be
increased by the amount of that purchase payment. When a partial surrender is
taken, the step-up value will be reduced by a partial surrender reduction as
described below. On each Contract anniversary before the
17
<PAGE> 18

annuitant's 80th 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 80th birthday
will be those related to additional purchase payments or partial surrenders.

PARTIAL SURRENDER REDUCTION. If you make a partial surrender, the step-up value
is reduced by a partial surrender reduction which equals (1) the step-up value,
multiplied by (2) the amount of the partial surrender, divided by (3) the
contract value before the surrender.

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.

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

18
<PAGE> 19

<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*
- --------------------------------------------------------------------------------------------------------------
Joint Owner (who is the The beneficiary (ies), Unless the beneficiary is the Yes
annuitant) or if none, to the contract owner's spouse and
contract owner's estate. the spouse elects to assume
and continue the contract.
Or, unless there is a
contingent annuitant the
contingent annuitant becomes
the annuitant and the
proceeds will be paid to the
surviving joint owner. If the
surviving joint owner is the
spouse, the spouse may elect
to assume and continue the
contract.
- --------------------------------------------------------------------------------------------------------------
Annuitant (who is not the The beneficiary (ies). Unless, there is a contingent No
contract owner) annuitant. Then, the
contingent annuitant becomes
the annuitant and the
Contract continues in effect
(generally using the original
maturity date). The proceeds
will then be paid upon the
death of the contingent
annuitant or owner.
- --------------------------------------------------------------------------------------------------------------
Annuitant (who is the contract See death of "owner who N/A
owner) is the annuitant" above.
- --------------------------------------------------------------------------------------------------------------
Annuitant (where owner is a The beneficiary (ies) Yes (Death of
nonnatural person/trust) (e.g. the trust). annuitant is
treated as death
of the owner in
these
circumstances.)
- --------------------------------------------------------------------------------------------------------------
Contingent Annuitant (assuming No death proceeds are N/A
annuitant is still alive) payable; contract
continues.
- --------------------------------------------------------------------------------------------------------------
Beneficiary No death proceeds are N/A
payable; contract
continues.
- --------------------------------------------------------------------------------------------------------------
Contingent Beneficiary No death proceeds are N/A
payable; contract
continues.
- --------------------------------------------------------------------------------------------------------------
</TABLE>

* 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

19
<PAGE> 20

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). 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 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 annuitant's 90th
birthday, ten years after the effective date, or later with our consent. (In
certain states, the maturity date elected may not be later than the annuitant's
90th birthday; refer to your Contract.)

At least 30 days before the original maturity date, a contract owner may elect
to extend the maturity date to any time prior to the annuitant's 90th birthday
for nonqualified contracts or, for qualified contracts, to a later date with the
Company's consent. Certain annuity options taken at the maturity date may be
used to meet the minimum required distribution requirements of federal tax law,
or a program of partial surrenders may be used instead. These mandatory
distribution requirements take effect generally upon the death of the contract
owner, or with qualified contracts upon either the later of the contract owner's
attainment of age 70 1/2 or year of retirement; or the death of the contract
owner. You should seek independent tax advice regarding the election of minimum
required distributions.

20
<PAGE> 21

ALLOCATION OF ANNUITY

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

VARIABLE ANNUITY

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

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

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

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

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 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.

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<PAGE> 22

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

ELECTION OF OPTIONS

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

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

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

On the maturity date, we will pay the amount due under the Contract in
accordance with the payment option that you select. You may choose to receive a
single lump-sum payment. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
annuitant must be made by the contract owner.

ANNUITY OPTIONS

Subject to the conditions described in "Election of Options" above, all or any
part of the contract 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 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 -- Payment for a Fixed Period. The Company will make monthly payments
for the period selected.

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<PAGE> 23

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

RIGHT TO RETURN

You may return the Contract for a full refund of the contract value (including
charges) within ten days after you receive it (the "right to return period").
You bear the investment risk 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 $2,000 and
no purchase payments have been made for at least two years, unless otherwise
specified by state law. Termination will not occur until 31 days after the
Company has mailed notice of termination to the contract owner's last known
address and to any assignee of record. If the Contract is terminated, we will
pay you the contract value less any applicable premium tax, and any applicable
administrative charge.

REQUIRED REPORTS

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

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.

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<PAGE> 24

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

The Travelers Insurance Company and the Travelers Life and Annuity Company each
sponsor separate accounts: The Travelers Separate Account TM for Variable
Annuities ("Separate Account TM") and the Travelers Separate Account TM II for
Variable Annuities ("Separate Account TM II"), respectively. Both Separate
Account TM and Separate Account TM II were established on November 5, 1997 and
are registered with the SEC as unit investment trusts (separate account) under
the Investment Company Act of 1940, as amended (the "1940 Act"). The Separate
Account assets attributable to the Contracts will be invested exclusively in the
shares of the variable funding options.

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

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

PERFORMANCE INFORMATION

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

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

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

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

GENERAL. Within the guidelines prescribed by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), performance information may be
quoted numerically or may be presented in a table, graph or other illustration.
Advertisements may include data comparing performance to well-known indices of
market performance (including, but not limited to, the Dow

24
<PAGE> 25

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 less is recognized when an annuity contract is received in exchange for a
life, endowment, or annuity contract. Since different annuity contracts have
different expenses, fees and benefits, a tax-free exchange could result in your
investment being subject to higher or lower fees and/or expenses.

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

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

25
<PAGE> 26

you transfer the contract without adequate consideration all deferred increases
in value will be includible in your income at the time of the transfer.

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

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

QUALIFIED ANNUITY CONTRACTS

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

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

26
<PAGE> 27

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.

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.

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<PAGE> 28

FINANCIAL STATEMENTS

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

IMSA

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

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

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

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

CONFORMITY WITH STATE AND FEDERAL LAWS

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

VOTING RIGHTS

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

LEGAL PROCEEDINGS AND OPINIONS

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.
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<PAGE> 29

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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THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 31

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

<TABLE>
<CAPTION>
PERIOD FROM
JULY 20, 1998
PERIOD ENDED (EFFECTIVE DATE) TO
DECEMBER 31, 1999 DECEMBER 31, 1998
PORTFOLIO NAME STANDARD ENHANCED STANDARD ENHANCED
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DELAWARE GROUP PREMIUM FUND
REIT SERIES (8/98)
Unit Value at beginning of year...................... $ 0.958 $ 0.957 $ 1.000 $ 1.000
Unit Value at end of year............................ 0.917 0.915 0.958 0.957
Number of units outstanding at end of year........... 30,843 162,017 13,403 5,447
SMALL CAP VALUE SERIES (11/98)
Unit Value at beginning of year...................... $ 1.005 $ 1.005 $ 1.000 1.000
Unit Value at end of year............................ 0.940 0.938 1.005 1.005
Number of units outstanding at end of year........... 37,900 65,404 5,244 --
DREYFUS VARIABLE INVESTMENT FUND
CAPITAL APPRECIATION PORTFOLIO (8/98)
Unit Value at beginning of year...................... $ 1.080 $ 1.079 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.183 1.180 1.080 1.079
Number of units outstanding at end of year........... 404,436 341,217 69,574 17,190
SMALL CAP PORTFOLIO (9/98)
Unit Value at beginning of year...................... $ 0.992 $ 1.992 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.202 1.199 0.992 1.992
Number of units outstanding at end of year........... 175,277 309,595 90,951 9,007
THE MONTGOMERY FUNDS III
MONTGOMERY VARIABLE SERIES; GROWTH FUND (9/98)
Unit Value at beginning of year...................... $ 1.034 $ 1.034 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.229 1.226 1.034 1.034
Number of units outstanding at end of year........... 43,585 249,841 10,809 3,925
OCC ACCUMULATION TRUST
EQUITY PORTFOLIO (9/98)
Unit Value at beginning of year...................... $ 1.013 $ 1.012 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.021 1.019 1.013 1.012
Number of units outstanding at end of year........... 117,236 214,502 97,009 25,264
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
INVESTORS FUND (10/98)
Unit Value at beginning of year...................... $ 1.036 $ 1.036 $ 1.000 1.000
Unit Value at end of year............................ 1.138 1.135 1.036 1.036
Number of units outstanding at end of year........... 310,855 24,672 24,856 --
STRONG VARIABLE INSURANCE FUNDS, INC.
STRONG SCHAFER VALUE FUND II (11/98)
Unit Value at beginning of year...................... $ 1.035 $ 1.035 $ 1.000 $ 1.000
Unit Value at end of year............................ 0.989 0.987 1.035 1.035
Number of units outstanding at end of year........... 40,237 46,628 21,778 5,193
TEMPLETON VARIABLE PRODUCTS SERIES FUND
FRANKLIN SMALL CAP INVESTMENTS FUND CLASS 2 (12/98)
Unit Value at beginning of year...................... $ 1.072 $ 1.071 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.837 1.833 1.072 1.071
Number of units outstanding at end of year........... 24,048 167,293 10,667 10,436
TEMPLETON DEVELOPING MARKETS FUND CLASS 2 (11/98)
Unit Value at beginning of year...................... $ 1.018 $ 1.018 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.535 1.532 1.018 1.018
Number of units outstanding at end of year........... 32,333 135,187 12,791 2,959
TEMPLETON INTERNATIONAL FUND CLASS 2 (8/98)
Unit Value at beginning of year...................... $ 0.934 $ 0.933 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.131 1.129 0.934 0.933
Number of units outstanding at end of year........... 167,939 75,785 70,695 21,233
TRAVELERS SERIES FUND, INC.
AIM CAPITAL APPRECIATION PORTFOLIO (8/98)
Unit Value at beginning of year...................... $ 1.074 $ 1.073 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.509 1.506 1.074 1.073
Number of units outstanding at end of year........... 160,182 227,578 13,025 21,451
SMITH BARNEY HIGH INCOME PORTFOLIO (8/98)
Unit Value at beginning of year...................... $ 0.949 $ 0.949 $ 1.000 $ 1.000
Unit Value at end of year............................ 0.958 0.956 0.949 0.949
Number of units outstanding at end of year........... 467,863 522,735 99,255 4,997
</TABLE>

A-1
<PAGE> 32
APPENDIX A
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT TM FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD FROM
JULY 20, 1998
PERIOD ENDED (EFFECTIVE DATE) TO
DECEMBER 31, 1999 DECEMBER 31, 1998
PORTFOLIO NAME STANDARD ENHANCED STANDARD ENHANCED
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
<->TRAVELERS SERIES FUND, INC. (CONT.)
SMITH BARNEY LARGE CAPITALIZATION GROWTH PORTFOLIO
(8/98)
Unit Value at beginning of year...................... $ 1.165 $ 1.164 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.498 1.495 1.165 1.164
Number of units outstanding at end of year........... 980,806 1,314,065 222,326 19,674
SMITH BARNEY MONEY MARKET PORTFOLIO (9/98)
Unit Value at beginning of year...................... $ 1.013 $ 1.013 $ 1.000 1.000
Unit Value at end of year............................ 1.044 1.041 1.013 1.013
Number of units outstanding at end of year........... 241,033 190,529 157,837 --
TRAVELERS MANAGED INCOME PORTFOLIO (7/98)
Unit Value at beginning of year...................... $ 0.997 $ 0.997 $ 1.000 $ 1.000
Unit Value at end of year............................ 0.989 0.987 0.997 0.997
Number of units outstanding at end of year........... 841,369 818,644 163,644 14,831
THE TRAVELERS SERIES TRUST
DISCIPLINED MID CAP STOCK PORTFOLIO (8/98)
Unit Value at beginning of year...................... $ 1.102 $ 1.101 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.229 1.227 1.102 1.101
Number of units outstanding at end of year........... 130,522 39,328 25,371 7,351
DISCIPLINED SMALL CAP STOCK PORTFOLIO (8/98)
Unit Value at beginning of year...................... $ 0.994 $ 0.994 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.177 1.175 0.994 0.994
Number of units outstanding at end of year........... 24,730 82,755 18,221 6,938
JURIKA & VOYLES CORE EQUITY PORTFOLIO (12/98)
Unit Value at beginning of year...................... $ 1.120 $ 1.119 1.000 $ 1.000
Unit Value at end of year............................ 1.215 1.212 1.120 1.119
Number of units outstanding at end of year........... -- 109,351 -- 4,782
LARGE CAP PORTFOLIO (8/98)
Unit Value at beginning of year...................... $ 1.124 $ 1.123 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.429 1.426 1.124 1.123
Number of units outstanding at end of year........... 609,907 714,812 43,623 4,881
LAZARD INTERNATIONAL STOCK PORTFOLIO (7/98)
Unit Value at beginning of year...................... $ 0.923 $ 0.922 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.104 1.102 0.923 0.922
Number of units outstanding at end of year........... 358,549 697,501 152,201 23,016
MFS RESEARCH PORTFOLIO (11/98)
Unit Value at beginning of year...................... $ 1.036 $ 1.036 $ 1.000 1.000
Unit Value at end of year............................ 1.260 1.258 1.036 1.036
Number of units outstanding at end of year........... 356,534 525,554 99,898 --
NWQ LARGE CAP PORTFOLIO (11/98)
Unit Value at beginning of year...................... $ 0.985 $ 0.985 $ 1.000 1.000
Unit Value at end of year............................ 1.017 1.015 0.985 0.985
Number of units outstanding at end of year........... 129,620 305,754 27,741 --
STRATEGIC STOCK PORTFOLIO (1/99)
Unit Value at beginning of year...................... $ 0.998 $ 0.997 1.000 1.000
Unit Value at end of year............................ 1.030 1.027 0.998 0.997
Number of units outstanding at end of year........... 123,046 -- -- --
U.S. GOVERNMENT SECURITIES PORTFOLIO (8/98)
Unit Value at beginning of year...................... $ 1.046 $ 1.045 $ 1.000 1.000
Unit Value at end of year............................ 0.986 0.984 1.046 1.045
Number of units outstanding at end of year........... 455,487 208,167 167,258 --
WARBURG PINCUS TRUST
EMERGING MARKETS PORTFOLIO (8/98)
Unit Value at beginning of year...................... $ 0.843 $ 0.842 $ 1.000 $ 1.000
Unit Value at end of year............................ 1.503 1.500 0.843 0.842
Number of units outstanding at end of year........... 30,889 272,106 27,219 4,069
</TABLE>

The date next to each funding option's name reflects the date money first came
into the funding option through the Separate Account. The financial statements
for Separate Account TM and the financial statements for The Travelers Insurance
Company are contained in the SAI. Those funding options not listed above were
not available as of December 31, 1999.

A-2
<PAGE> 33

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

<TABLE>
<CAPTION>
PERIOD FROM
JULY 28, 1998
PERIOD ENDED (EFFECTIVE DATE) TO
DECEMBER 31, 1999 DECEMBER 31, 1998
PORTFOLIO NAME STANDARD ENHANCED STANDARD ENHANCED
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DELAWARE GROUP PREMIUM FUND
REIT SERIES (7/98)
Unit Value at beginning of year..................... $0.958 $0.957 $1.000 $1.000
Unit Value at end of year........................... 0.917 0.915 0.958 0.957
Number of units outstanding at end of year.......... 2,708,375 2,774,241 1,203,931 737,088
SMALL CAP VALUE SERIES (7/98)
Unit Value at beginning of year..................... $1.005 $1.005 $1.000 $1.000
Unit Value at end of year........................... 0.940 0.938 1.005 1.005
Number of units outstanding at end of year.......... 2,494,324 1,995,812 997,680 945,867
DREYFUS VARIABLE INVESTMENT FUND
CAPITAL APPRECIATION PORTFOLIO (7/98)
Unit Value at beginning of year..................... $1.080 $1.079 $1.000 $1.000
Unit Value at end of year........................... 1.183 1.180 1.080 1.079
Number of units outstanding at end of year.......... 9,234,694 7,731,002 3,607,198 2,235,635
SMALL CAP PORTFOLIO (7/98)
Unit Value at beginning of year..................... $0.992 $0.992 $1.000 $1.000
Unit Value at end of year........................... 1.202 1.199 0.992 0.992
Number of units outstanding at end of year.......... 49,819,089 5,202,767 11,692,226 1,337,518
THE MONTGOMERY FUNDS III
MONTGOMERY VARIABLE SERIES; GROWTH FUND (7/98)
Unit Value at beginning of year..................... $1.034 $1.034 $1.000 $1.000
Unit Value at end of year........................... 1.229 1.226 1.034 1.034
Number of units outstanding at end of year.......... 2,328,085 3,341,315 707,170 711,899
OCC ACCUMULATION TRUST
EQUITY PORTFOLIO (7/98)
Unit Value at beginning of year..................... $1.013 $1.012 $1.000 $1.000
Unit Value at end of year........................... 1.021 1.019 1.013 1.012
Number of units outstanding at end of year.......... 5,524,668 10,145,642 2,145,584 3,539,272
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
INVESTORS FUND (7/98)
Unit Value at beginning of year..................... $1.036 $1.036 $1.000 $1.000
Unit Value at end of year........................... 1.138 1.135 1.036 1.036
Number of units outstanding at end of year.......... 7,439,494 5,734,969 2,216,940 1,268,600
STRONG VARIABLE INSURANCE FUNDS, INC.
STRONG SCHAFER VALUE FUND II (7/98)
Unit Value at beginning of year..................... $1.035 $1.035 $1.000 $1.000
Unit Value at end of year........................... 0.989 0.987 1.035 1.035
Number of units outstanding at end of year.......... 3,899,036 4,125,225 1,223,602 1,493,135
TEMPLETON VARIABLE PRODUCTS SERIES FUND
FRANKLIN SMALL CAP INVESTMENTS FUND CLASS 2 (7/98)
Unit Value at beginning of year..................... $1.072 $1.071 $1.000 $1.000
Unit Value at end of year........................... 1.837 1.833 1.072 1.071
Number of units outstanding at end of year.......... 3,616,359 4,408,346 1,140,671 1,065,535
TEMPLETON DEVELOPING MARKETS FUND CLASS 2 (7/98)
Unit Value at beginning of year..................... $1.018 $1.018 $1.000 $1.000
Unit Value at end of year........................... 1.535 1.532 1.018 1.018
Number of units outstanding at end of year.......... 1,581,452 2,458,389 553,203 495,430
TEMPLETON INTERNATIONAL FUND CLASS 2 (7/98)
Unit Value at beginning of year..................... $0.934 $0.933 $1.000 $1.000
Unit Value at end of year........................... 1.131 1.129 0.934 0.933
Number of units outstanding at end of year.......... 16,064,588 7,581,668 3,208,623 2,007,980
TRAVELERS SERIES FUND, INC.
AIM CAPITAL APPRECIATION PORTFOLIO (7/98)
Unit Value at beginning of year..................... $1.074 $1.073 $1.000 $1.000
Unit Value at end of year........................... 1.509 1.506 1.074 1.073
Number of units outstanding at end of year.......... 7,917,069 10,806,635 2,829,493 2,034,539
SMITH BARNEY HIGH INCOME PORTFOLIO (7/98)
Unit Value at beginning of year..................... $0.949 $0.949 $1.000 $1.000
Unit Value at end of year........................... 0.958 0.956 0.949 0.949
Number of units outstanding at end of year.......... 11,849,075 11,834,439 4,153,841 2,336,688
</TABLE>

B-1
<PAGE> 34
APPENDIX B
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
THE TRAVELERS SEPARATE ACCOUNT TM II FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

<TABLE>
<CAPTION>
PERIOD FROM
JULY 28, 1998
PERIOD ENDED (EFFECTIVE DATE) TO
DECEMBER 31, 1999 DECEMBER 31, 1998
PORTFOLIO NAME STANDARD ENHANCED STANDARD ENHANCED
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
<->TRAVELERS SERIES FUND, INC. (CONT.)
SMITH BARNEY LARGE CAPITALIZATION GROWTH
PORTFOLIO (7/98)
Unit Value at beginning of year..................... $1.165 $1.164 $1.000 $1.000
Unit Value at end of year........................... 1.498 1.495 1.165 1.164
Number of units outstanding at end of year.......... 20,512,758 22,901,699 5,546,493 4,295,306
SMITH BARNEY MONEY MARKET PORTFOLIO (7/98)
Unit Value at beginning of year..................... $1.013 $1.013 $1.000 $1.000
Unit Value at end of year........................... 1.044 1.041 1.013 1.013
Number of units outstanding at end of year.......... 15,470,047 10,341,808 16,945,764 5,361,023
TRAVELERS MANAGED INCOME PORTFOLIO (7/98)
Unit Value at beginning of year..................... $0.997 $0.997 $1.000 $1.000
Unit Value at end of year........................... 0.989 0.987 0.997 0.997
Number of units outstanding at end of year.......... 29,609,709 28,494,450 9,136,205 8,972,968
THE TRAVELERS SERIES TRUST
DISCIPLINED MID CAP STOCK PORTFOLIO (7/98)
Unit Value at beginning of year..................... $1.102 $1.101 $1.000 $1.000
Unit Value at end of year........................... 1.229 1.227 1.102 1.101
Number of units outstanding at end of year.......... 5,262,368 5,718,100 1,803,332 1,019,641
DISCIPLINED SMALL CAP STOCK PORTFOLIO (7/98)
Unit Value at beginning of year..................... $0.994 $0.994 $1.000 $1.000
Unit Value at end of year........................... 1.177 1.175 0.994 0.994
Number of units outstanding at end of year.......... 2,383,789 2,395,044 573,554 411,984
JURIKA & VOYLES CORE EQUITY PORTFOLIO (7/98)
Unit Value at beginning of year..................... $1.120 $1.119 $1.000 $1.000
Unit Value at end of year........................... 1.215 1.212 1.120 1.119
Number of units outstanding at end of year.......... 1,327,779 1,465,577 688,244 211,666
LARGE CAP PORTFOLIO (7/98)
Unit Value at beginning of year..................... $1.124 $1.123 $1.000 $1.000
Unit Value at end of year........................... 1.429 1.426 1.124 1.123
Number of units outstanding at end of year.......... 12,235,302 16,376,413 2,626,893 2,924,400
LAZARD INTERNATIONAL STOCK PORTFOLIO (7/98)
Unit Value at beginning of year..................... $0.923 $0.922 $1.000 $1.000
Unit Value at end of year........................... 1.104 1.102 0.923 0.922
Number of units outstanding at end of year.......... 15,199,353 16,263,702 5,353,658 4,798,972
MFS RESEARCH PORTFOLIO (7/98)
Unit Value at beginning of year..................... $1.036 $1.036 $1.000 $1.000
Unit Value at end of year........................... 1.260 1.258 1.036 1.036
Number of units outstanding at end of year.......... 5,602,395 7,433,610 1,147,635 1,181,631
NWQ LARGE CAP PORTFOLIO (7/98)
Unit Value at beginning of year..................... $0.985 $0.985 $1.000 $1.000
Unit Value at end of year........................... 1.017 1.015 0.985 0.985
Number of units outstanding at end of year.......... 7,026,564 7,231,932 2,138,258 1,602,093
STRATEGIC STOCK PORTFOLIO (7/98)
Unit Value at beginning of year..................... $0.998 $0.997 $1.000 $1.000
Unit Value at end of year........................... 1.030 1.027 0.998 0.997
Number of units outstanding at end of year.......... 4,276,549 4,693,865 1,617,601 1,341,879
U.S. GOVERNMENT SECURITIES PORTFOLIO (7/98)
Unit Value at beginning of year..................... $1.046 $1.045 $1,000 $1,000
Unit Value at end of year........................... 0.986 0.984 1.046 1.045
Number of units outstanding at end of year.......... 6,962,624 6,963,749 2,467,008 1,161,742
WARBURG PINCUS TRUST
EMERGING MARKETS PORTFOLIO (7/98)
Unit Value at beginning of year..................... $0.843 $0.842 $1.000 $1.000
Unit Value at end of year........................... 1.503 1.500 0.843 0.842
Number of units outstanding at end of year.......... 1,105,585 1,775,067 617,918 436,823
</TABLE>

The date next to each funding option's name reflects the date money first came
into the funding option through the Separate Account. The financial statements
for Separate Account TM II and the financial statements for The Travelers Life
and Annuity Company are contained in the SAI. Those funding options not listed
above were not available as of December 31, 1999.

B-2
<PAGE> 35

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

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

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

- --------------------------------------------------------------------------------
Copies of the Statement of Additional Information dated May 1, 2000 are
available without charge. To request a copy, please clip this coupon on the
dotted line above, enter your name and address in the spaces provided below, and
mail to: The Travelers Insurance Company, Annuity Investor Services, One Tower
Square, Hartford, Connecticut 06183. The Travelers Insurance Company Statement
of Additional Information is printed on Form L-21254S, and The Travelers Life
and Annuity Statement of Additional Information is printed on Form L-21255S.

Name:

Address:

C-1
<PAGE> 36

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 37

L-21254 May 1, 2000