TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES, N-4, 1998-07-09

TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES
N-4, 1998-07-09

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<PAGE> 1
Registration Statement No. ____________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES
---------------------------------------------------------
(Exact name of Registrant)

THE TRAVELERS LIFE AND ANNUITY COMPANY
--------------------------------------
(Name of Depositor)

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

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

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

<TABLE>
<S> <C>
Approximate Date of Proposed Public Offering: As soon as practicable following
the effectiveness of the Registration
Statement.
</TABLE>

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

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

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE> 2
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

Cross-Reference Sheet

Form N-4

<TABLE>
<CAPTION>
Item
No. Caption in Prospectus
- --- ---------------------
<S> <C>
1. Cover Page Prospectus
2. Definitions Index of Special Terms
3. Synopsis Contract Profile
4. Condensed Financial Information Not Applicable
5. General Description of Registrant, The Insurance Company; The Separate Account;
Depositor, and Portfolio Companies the Funding Options
6. Deductions Charges and Deductions; Distribution of Variable
Annuity Contracts
7. General Description of Variable The Annuity Contract
Annuity Contracts
8. Annuity Period The Annuity Period
9. Death Benefit Death Benefit
10. Purchases and Contract Value The Annuity Contract; Distribution of Variable
Annuity Contracts
11. Redemptions Access to Your Money
12. Taxes Federal Tax Considerations
13. Legal Proceedings Legal Proceedings and Opinions
14. Table of Contents of Statement Appendix A - Contents of the Statement of
of Additional Information Additional Information

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

PART A

Information Required in a Prospectus
<PAGE> 4

TRAVELERS RETIREMENT
VARIABLE ANNUITY

CONTRACT PROFILE

, 1998

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

1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by Travelers Life and
Annuity Company is a variable annuity that is intended for retirement savings or
other long-term investment purposes. The Contract provides a death benefit as
well as guaranteed income options. You will be issued a certificate summarizing
the provisions of the group Contract. For convenience, this prospectus refers to
both Contracts and Certificates as "Contracts," and individual participants are
referred to as "Contract Owners". You can make one or more payments, as you
choose, on a pre-tax basis. You direct your payment(s) to one or more of the
variable funding options offered through the Separate Account, as listed in
Section 4.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. During the accumulation phase, 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. The
income phase occurs when you begin receiving payments from your Contract. The
amount of money you accumulate in your Contract determines the amount of income
(annuity payments) you receive during the income phase.

2. ANNUITY PAYMENTS (THE INCOME PHASE). If you want to receive regular income
payments from your annuity, you can choose one of the following annuity options:
Option 1 -- payments for your life (life annuity) -- assuming that you are the
annuitant; Option 2 -- payments for your life with an added guarantee that
payments will continue to your beneficiary for a certain number of months (120,
180 or 240, as you select), if you should die during that period; Option
3 -- Joint and Last Survivor Life Annuity, in which payments are made for your
life and the life of another person (usually your spouse); Option 4 -- Joint and
Last Survivor Life Annuity, in which the annuity is reduced on death of Primary
Payee; Option 5 -- payment for a Fixed Period.

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

In addition, depending on which annuity option you select, and depending on
market conditions, one or more of the following annuity benefits may also be
available. Please refer to your Contract.

ANNUITIZATION CREDIT. If you annuitize after you have been a contract owner for
at least 1 year, you are entitled to an annuitization credit. This credit is
applied to your contract value, and is calculated as a percentage of your
contract value applied to a fixed or variable annuity. This credit equals 0.5%
during contract years 2-5, 1.0% during contract years 6-10, and 2.0% during
contract years 11 and greater. There is no annuitization credit for contracts
held less than 1 year.

VARIABLE ANNUITIZATION FLOOR BENEFIT. Under this benefit, we guarantee that,
regardless of the performance of the Funding Options, the amount of each
periodic annuity payment will never be less than a percentage of your first
annuity payment. The guaranteed percentage will vary depending on market
conditions, but will never be less than 50%. There is a separate charge for this
guarantee. The charge for this guarantee will also vary depending on market
conditions, but will remain the same throughout the term of that annuitization.
If you select this benefit, you may transfer only between certain funding
options which are available under this benefit.

LIQUIDITY BENEFIT. Additionally, if you have selected an annuity option with
"period certain" payment, you may elect to receive a payment equal to a
percentage or all of your remaining period certain annuity payments any time
after the first contract year. After the certain period
<PAGE> 5

expires, your payments will increase back to the level they would have been had
no surrender taken place. For variable annuity payments, the interest rate used
to calculate the amount of your lump sum is the Assumed Net Investment Factor,
as shown in your Contract. For fixed annuity payments, the interest rate is the
current rate of return offered by us on new contracts. If you request a portion
of the total amount available, your remaining period certain payments will be
reduced by that percentage. There is a surrender charge of 5% of the amount
withdrawn under this benefit. This benefit is not available in conjunction with
the Variable Annuitization Floor Benefit.

INCREASING BENEFIT OPTION. If you have elected a fixed annuity option, you may
choose a percentage by which your annuity payments will increase on each
Contract anniversary. You may choose a whole number percentage from 1% to 4%.

3. PURCHASE. You may purchase the Contract with an initial payment of at least
$20,000. You may make additional payments of at least $5,000 at any time during
the accumulation phase.

CONSERVATION CREDIT. We may add a credit to funds received as purchase payments
if such funds originated from another contract issued by Us or Our affiliates.
If applied, the amount of this credit will be determined by us.

OPTIONAL DEATH BENEFIT CREDIT. If you select the Optional Death Benefit, we
will add a credit to each purchase payment equal to 2% of that purchase payment.
These credits are applied pro rata to the same funding options to which your
purchase payment was applied.

WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with qualified retirement plans, which include contracts
qualifying under Section 401, 403, 408 or 457 of the Internal Revenue Code of
1986, as amended.

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

High Yield Bond Trust
Managed Assets Trust
Money Market Portfolio
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund
Emerging Opportunities Fund
Global High-Yield Bond Fund
Intermediate-Term Bond Fund
International Equity Fund
Long-Term Bond Fund
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
Small Cap Value Series
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund
OCC ACCUMULATION TRUST
Equity Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Total Return Fund
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Social Awareness Stock Portfolio
Strategic Stock Portfolio
Travelers Quality Bond Portfolio
U.S. Government Securities Portfolio
Utilities Portfolio
WARBURG PINCUS TRUST
Emerging Markets Portfolio

5. EXPENSES. The Contract has insurance features and investment features, and
there are costs related to each. For the Standard Death Benefit, the annual
insurance charge is .80% of the amounts you direct to the funding options. For
the Optional Death Benefit and Credit option, the annual insurance charge is
1.25%.

Each funding option has charges for management and other expenses. The charges
range from .58% to 2.11% annually, of the average daily net asset balance of the
funding option, depending on the funding option.

ii
<PAGE> 6

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

If the Variable Annuitization Floor Benefit is selected, there is a Floor
Benefit charge assessed. This charge is equal to the applicable insurance
charge, as described above, increased by a percentage not to exceed 3% per year.
This charge will vary based upon market conditions, and will be set at the time
you choose this option. Once established, this charge will remain the same
throughout the term of the annuitization. The Floor Benefit charge compensates
us for the risk we take in guaranteeing that, regardless of the performance of
the funding options, your periodic annuity payments will never be less than a
percentage of your first annuity payment.

The following table is designed to help you understand the Contract charges. In
the table below, "Total Annual Insurance Charge" includes the mortality and
expense risk charge of .80% for the Standard Death Benefit(a), and 1.25% for the
Optional Death Benefit and Credit(b). The column "Total Annual Charges" reflects
the mortality and expense risk charge and the investment charges for each
portfolio. Each of the American Odyssey Funds is listed twice, once with the
optional CHART asset allocation fee of .80% reflected, and once without the
optional asset allocation fee. The columns under the heading "Examples" show how
much you would pay under the Contract for a one-year period and for a 10-year
period. As required by the SEC, the examples assume that you invested $1,000 in
a Contract that earns 5% annually and that you withdraw your money at the end of
year 1 and at the end of year 10. For years 1 and 10, the examples show the
aggregate of all the annual charges assessed during that time. For these
examples, the premium tax is assumed to be 0%.

iii
<PAGE> 7

<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
ANNUAL FUNDING TOTAL AT END OF:
INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series....................................... (a) % 0.85% % $ $
(b) % % %
Small Cap Value Series............................ (a) % 0.85% %
(b) % % %
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio.................... (a) % 0.80% %
(b) % % %
Small Cap Portfolio............................... (a) % 0.78% %
(b) % % %
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II................... (a) % %
(b) % % %
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund........... (a) % 1.25% %
(b) % % %
OCC ACCUMULATION TRUST
Equity Portfolio.................................. (a) % 0.99% %
(b) % % %
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Capital Fund............ (a) % 1.00% %
(b) % % %
Salomon Brothers Variable Total Return Fund....... (a) % 1.00% %
(b) % % %
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II...................... (a) % 1.20% %
(b) % % %
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio......................... (a) % 0.82% %
(b) % % %
MFS Total Return Portfolio........................ (a) % 0.86% %
(b) % % %
Putnam Diversified Income Portfolio............... (a) % 0.88% %
(b) % % %
Smith Barney High Income Portfolio................ (a) % 0.70% %
(b) % % %
Smith Barney International Equity Portfolio....... (a) % 1.01% %
(b) % % %
Smith Barney Large Capitalization Growth
Portfolio....................................... (a) % % %
(b) % % %
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio............... (a) % 0.95% %
(b) % % %
Disciplined Small Cap Stock Portfolio............. (a) % 1.00% %
(b) % % %
Equity Income Portfolio........................... (a) % 0.95% %
(b) % % %
Federated Stock Portfolio......................... (a) % 0.95% %
(b) % % %
Large Cap Portfolio............................... (a) % 0.95% %
(b) % % %
Lazard International Stock Portfolio.............. (a) % 1.25% %
(b) % % %
MFS Mid Cap Growth Portfolio...................... (a) % 1.00% %
(b) % % %
MFS Research Portfolio............................ (a) % 1.00% %
(b) % % %
</TABLE>

iv
<PAGE> 8

(1) Reflects expenses that would be incurred for those Contract Owners who DO
NOT participate in the CHART Asset Allocation program.

(2) Reflects expenses that would be incurred for those Contract Owners who DO
participate in the CHART Asset Allocation program.

6. TAXES. The payments you make 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.

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.

During the annuity period, if you have elected the optional Variable Annuity
Floor option and take a surrender, there will be tax implications. Consult your
tax advisor.

7. ACCESS TO YOUR MONEY. You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (5% if withdrawn within one year, gradually decreasing to 0%
for payments held by the Company for 6 years or more). During the first contract
year, you may withdraw up to 20% of the initial purchase payment without a
withdrawal charge. After the first contract year, you may withdraw up to 20%
(10% in New York) of the contract value (as of the end of the previous contract
year) without a withdrawal charge. Of course, you may have to pay income taxes
and a tax penalty on taxable amounts you withdraw.

8. PERFORMANCE. 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. Performance information that predates the
separate account is considered "nonstandard" by the SEC. Such nonstandard
performance is shown in the Statement of Additional Information that you may
request free of charge.

9. DEATH BENEFIT. The person chosen as the beneficiary will receive a death
benefit upon the first death of any owner or the annuitant before the maturity
date. You may select either the Standard Death Benefit or the Optional Death
Benefit and Credit at the time of purchase:

STANDARD DEATH BENEFIT:

v
<PAGE> 9

OPTIONAL DEATH BENEFIT AND CREDIT

The Optional Death Benefit and Credit varies depending on the Annuitant's age on
the Contract Date and/or when the annuitant dies.

- -----------------------------------------------------------------------------------------
ANNUITANT'S AGE DEATH BENEFIT PAYABLE
ON THE CONTRACT DATE (CALCULATED AS OF THE DEATH REPORT DATE)
- -----------------------------------------------------------------------------------------
<S> <C>
Under Age 70 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) contract value; (2) total purchase payments, less any
withdrawals (and related charges), or (3) maximum Step Up
death benefit value associated with contract date
anniversaries beginning with the 5th, and ending with
the last before the annuitant's 76th birthday.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- -----------------------------------------------------------------------------------------
IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) above, (2) above, or (3) the Step Up death benefit value
associated with the 5th contract date anniversary.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- -----------------------------------------------------------------------------------------
Age 76-80 Greater of (1) or (2) above.
- -----------------------------------------------------------------------------------------
Age over 80 Contract value.
- -----------------------------------------------------------------------------------------
IF ANNUITANT DIES ON OR
AFTER AGE 80 Contract value.
- -----------------------------------------------------------------------------------------
</TABLE>

All death benefit values described above are calculated at the close of business
on the date the Company received due proof of death and written distribution
instructions (the death report date). The amounts will be reduced by any
applicable premium taxes due and any outstanding loans.

10. OTHER INFORMATION

RIGHT TO RETURN. If you cancel the Contract within ten days after you receive
it, you will receive a full refund of the purchase payment, less any applicable
conservation credits. Where state law requires a variation, the Company will
comply.

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

DOLLAR COST AVERAGING. This is a program that allows you to invest a fixed
amount of money in Funding Options each month, theoretically giving you a lower
average cost per unit over time as compared to a single one-time purchase.
Dollar cost averaging requires regular investments regardless of fluctuating
price levels, and does not guarantee a profit nor prevent loss in a declining
market. Potential investors should consider their financial ability to continue
purchases through periods of low price levels.

ASSET ALLOCATION ADVICE. If allowed, you may elect to enter into a separate
advisory agreement with Copeland Financial Services, Inc. ("Copeland"), an
affiliate of the Company, for the purpose of receiving asset allocation advice
under Copeland's CHART Program. The CHART Program allocates all purchase
payments among the American Odyssey Funds. The CHART Program and applicable fees
are fully disclosed in a separate Disclosure Statement.

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.

MANAGED DISTRIBUTION PROGRAM. This program allows for the Company to
automatically calculate and distribute to you, in November of the applicable tax
year, an amount that will satisfy the Internal Revenue Service's minimum
distribution requirements imposed on certain contracts once the owner reaches
age 70 1/2 or retires. These minimum distributions occur during the accumulation
phase.

11. INQUIRIES. If you need more information, please contact us at (800)
842-9406 or:

Travelers Life and Annuity Company
Annuity Services
One Tower Square
Hartford, CT 06183

vi
<PAGE> 10

PROSPECTUS
THE TRAVELERS SEPARATE ACCOUNT SIX
FOR VARIABLE ANNUITIES

This prospectus describes (PRODUCT NAME), a group flexible premium deferred
variable annuity contract (the "Contract") issued by The Travelers Life and
Annuity Company (the "Company," "we" or "our"). The Contract is available in
connection with certain retirement plans that qualify for special federal income
tax treatment ("qualified Contracts") and Individual Retirement Accounts (IRAs).
You will be issued a certificate summarizing the provisions of the group
Contract. For convenience, this prospectus refers to both Contracts and
certificates as "Contracts."

Your purchase payments accumulate on a variable basis through one or more of the
sub-accounts ("funding options") of the Travelers Separate Account Six for
Variable Annuities ("Separate Account Six"). Your contract value will vary daily
to reflect the investment experience of the funding options you select. The
funding options currently available are:

The contracts and/or some of the funding options may not be available in all
states. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUSES FOR THE FUNDING OPTIONS. THESE PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about Separate Account
Six by requesting a copy of the Statement of Additional Information ("SAI")
dated , 1998. 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 Life and Annuity Company, Annuity
Services, One Tower Square, Hartford, Connecticut 06183, call (800) 842-8573, or
access the SEC's website (http://www.sec.gov). The Table of Contents of the SAI
appears in Appendix B of this prospectus.

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

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

PROSPECTUS DATED , 1998
<PAGE> 11

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................ 2
FEE TABLE............................. 3
THE ANNUITY CONTRACT.................. 8
Purchase Payments..................... 8
Conservation Credit................... 8
Accumulation Units.................... 8
The Funding Options................... 8
CHARGES AND DEDUCTIONS................ 12
General............................... 12
Withdrawal Charge..................... 13
Free Withdrawal Allowance............. 13
Mortality and Expense Risk Charge..... 13
Floor Benefit Charge.................. 14
Funding Option Expenses............... 14
Premium Tax........................... 14
Changes in Taxes Based Upon Premium or
Value............................... 14
OWNERSHIP PROVISIONS.................. 14
Types of Ownership.................... 14
Beneficiary........................... 14
TRANSFERS............................. 15
Dollar Cost Averaging................. 15
ACCESS TO YOUR MONEY.................. 15
Systematic Withdrawals................ 15
Managed Distribution Program.......... 16
DEATH BENEFIT......................... 16
Death Proceeds Before the Maturity
Date ................................. 16
Death Proceeds After the Maturity
Date ................................. 17
Payment of Proceeds................... 17
THE ANNUITY PERIOD.................... 17
Maturity Date......................... 17
Liquidity Benefit..................... 18
Allocation of Annuity................. 18
Variable Annuity...................... 18
Fixed Annuity......................... 19
PAYMENT OPTIONS....................... 19
Election of Options................... 19
Variable Annuitization Floor
Benefit............................. 20
Annuity Options....................... 20
MISCELLANEOUS CONTRACT PROVISIONS..... 21
Right to Return....................... 21
Termination........................... 21
Required Reports...................... 21
Suspension of Payments................ 21
ASSET ALLOCATION PROGRAM.............. 21
THE SEPARATE ACCOUNT.................. 22
Performance Information............... 22
FEDERAL TAX CONSIDERATIONS............ 23
General Taxation of Annuities......... 23
Qualified Contracts................... 23
Penalty Tax for Premature
Distributions....................... 23
Ownership of the Investments.......... 23
Mandatory Distributions for Qualified
Plans............................... 24
OTHER INFORMATION..................... 24
The Insurance Company................. 24
Year 2000 Compliance.................. 24
Distribution of Variable Annuity
Contracts........................... 25
Conformity with State and Federal
Laws................................ 25
Voting Rights......................... 25
Legal Proceedings and Opinions........ 25
APPENDIX A: Table of Contents of the
Statement of Additional
Information......................... A-1
APPENDIX B: Waiver of Withdrawal
Charge for Nursing Home
Confinement......................... B-1
APPENDIX C: Market Value Adjustment... 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..................... 8
Annuitant............................. 14
Annuity Payments...................... 17
Annuity Unit.......................... 8
Contract Date......................... 8
Contract Owner (You, Your)............ 8
Contract Value........................ 8
Contract Year......................... 8
Death Report Date..................... 17
Funding Option(s)..................... 8
Maturity Date......................... 8
Purchase Payment...................... 8
Written Request....................... 8
</TABLE>

2
<PAGE> 12

FEE TABLE
SEPARATE ACCOUNT SIX
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES*
WITHDRAWAL CHARGE (as a percentage of original purchase payment withdrawn):

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

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

<TABLE>
<CAPTION>
OPTIONAL
STANDARD DEATH BENEFIT
DEATH BENEFIT & CREDIT
<S> <C> <C>
Mortality and Expense Risk Charge.................... .80% 1.25%
Administrative Expense Charge........................ None None
---- -------
Total Separate Account Charges.................... .80% 1.25%
</TABLE>

FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the Funding Option as of
December 31, 1997, unless otherwise noted.)

3
<PAGE> 13

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
FEE EXPENSES FUNDING
(AFTER EXPENSES (AFTER EXPENSES OPTION
PORTFOLIO NAME ARE REIMBURSED) ARE REIMBURSED) EXPENSES
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II.....
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth
Fund.............................. 1.00% 0.25%(5) 1.25%
OCC ACCUMULATION TRUST
Equity Portfolio.................... 0.80% 0.19%(6) 0.99%
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
Salomon Brothers Variable Capital
Fund.............................. 0.85% 0.15%(7) 1.00%
Salomon Brothers Variable Investors
Fund.............................. 0.70% 0.30%(7) 1.00%
Salomon Brothers Variable Total
Return Fund....................... 0.80% 0.20%(7) 1.00%
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II........ 1.00% 0.20%(8) 1.20%
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio........... 0.80% 0.02%(9) 0.82%
MFS Total Return Portfolio.......... 0.80% 0.06%(9) 0.86%
Putnam Diversified Income
Portfolio......................... 0.75% 0.13%(9) 0.88%
Smith Barney High Income
Portfolio......................... 0.60% 0.10%(9) 0.70%
Smith Barney International Equity
Portfolio......................... 0.90% 0.11%(9) 1.01%
Smith Barney Large Capitalization
Growth Portfolio.................. 0.75% 0.25%(10) 1.00%
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock
Portfolio......................... 0.70% 0.25%(12) 0.95%
Disciplined Small Cap Stock
Portfolio......................... 0.80% 0.20%(11) 1.00%
Equity Income Portfolio............. 0.75% 0.20%(12) 0.95%
Federated Stock Portfolio........... 0.63% 0.32%(12) 0.95%
Large Cap Portfolio................. 0.75% 0.20%(12) 0.95%
Lazard International Stock
Portfolio......................... 0.83% 0.42%(12) 1.25%
MFS Mid Cap Growth Portfolio........ 0.80% 0.20%(11) 1.00%
MFS Research Portfolio.............. 0.80% 0.20%(11) 1.00%
Social Awareness Stock Portfolio.... 0.65% 0.33% 0.98%
Strategic Stock Portfolio........... 0.60% 0.30%(11) 0.90%
Travelers Quality Bond Portfolio.... 0.32% 0.43%(12) 0.75%
U.S. Government Securities
Portfolio......................... 0.32% 0.26% 0.58%
Utilities Portfolio................. 0.65% 0.41% 1.06%
WARBURG PINCUS TRUST
Emerging Markets Portfolio.......... 0.45% 0.95%(13) 1.40%
</TABLE>

NOTES:

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

* During the annuity period, a surrender charge of 5% of the amount withdrawn
will be assessed for the Liquidity Benefit. See "Liquidity Benefit."

** During the annuity period a charge of up to 3.80% or 4.25% may apply, if you
elect the optional annuitization floor benefit. See "Floor Benefit Charge."

*** Includes CHART Asset Allocation Fee of 0.80%.

4
<PAGE> 14

(1) Other Expenses have been restated to reflect the current expense
reimbursement arrangement with The Travelers Life and Annuity Company.
Travelers has agreed to reimburse the Fund for the amount by which its
aggregate expenses (including the management fee, but excluding brokerage
commissions, interest charges and taxes) exceeds 0.40%. Without such
arrangement, Total Annual Funding Option Expenses would have been 1.39% for
the MONEY MARKET PORTFOLIO.

(2) These fees reflect an expense reimbursement arrangement with the Funds'
investment adviser. Without reimbursement, Total Annual Funding Option
Expenses would have been 0.79% for the INTERNATIONAL EQUITY FUND and 0.67%
for the CORE EQUITY FUND. The figures After Expense Reimbursement may be
greater than the figures Before Expense Reimbursement because of repayments
by the Fund to the Manager once the Fund is operating below the expense
limitation.

(3) The Management Fees and Other Expenses for the GLOBAL-HIGH YIELD BOND FUND
are estimates and are not based on actual 1997 Fund expenses. Prior to May
1, 1998, the Global High Yield Bond Fund was named the "Short-Term Bond
Fund" and had a substantially different investment objective and investment
program. Information about the Short-Term Bond Fund is unlikely to be
helpful to investors in the Global High-Yield Bond Fund.

(4) The adviser for the DELAWARE REIT SERIES and the DELAWARE SMALL CAP VALUE
SERIES has agreed to voluntarily waive its fee and pay the expenses of the
Series to the extent that the Series' annual operating expenses, exclusive
of taxes, interest, brokerage commissions and extraordinary expenses, do
not exceed 0.85%. Without such waiver, the Small Cap Portfolio's total
operating expenses would have been 0.90% for the fiscal year ended December
31, 1997. The adviser estimates that, at current asset levels, the Total
Annual Operating Expenses for the REIT Portfolio would be 1.05% without the
voluntary fee waiver. This arrangement will be reviewed by the adviser, and
is subject to change at any time.

(5) The Manager has agreed to reduce some or all of its management fees if
necessary to keep total annual operating expenses for the Growth Fund at or
below 1.25% of its average net assets. The Manager may also voluntarily
reduce additional amounts to increase the return to investors. Without such
reduction by the Manager, the Fund's actual Total Annual Funding Option
Expenses would have been 1.97% for the period ended December 31, 1997.

(6) The Fund's manager has agreed to reimburse the Fund the amount by which its
total operating expenses (net of any expense offsets) exceeds 1.00% of its
average daily net assets. There were no fees waived or expenses reimbursed
for the fiscal year ended December 31, 1997.

(7) The amounts set forth for Other Expenses are based on estimates for the
current fiscal year and will include fees for shareholder services,
administrative fees, custodial fees, legal and accounting fees, printing
costs and registration fees. These expenses reflect the voluntary agreement
by the Fund's adviser to impose an expense cap for the fiscal year ending
December 31, 1998 on the total operating expenses of each Fund (exclusive
of taxes, interest and extraordinary expenses such as litigation and
indemnification expenses) at the amounts shown in the table through the
reimbursement of expenses. Absent such agreement, the ratio of other
expenses and Total Annual Funding Option Expenses to the average daily net
assets would be 1.91% and 2.61%, respectively, for the INVESTORS FUND;
1.91% and 2.71%, respectively, for the TOTAL RETURN FUND; and 1.91% and
2.76%, respectively, for the CAPITAL FUND.

(8) Other Expenses are estimated for the current fiscal year. Additionally,
these fees reflect a voluntary expense reimbursement arrangement whereby
the Portfolio's adviser has voluntarily agreed to cap the Portfolio's total
operating expenses at 1.20%. Absent the waiver, the Total Annual Operating
Expenses would be 2.00%.

(9) Other expenses are as of October 31, 1997 (the Fund's fiscal year end).
There were no fees waived or expenses reimbursed for these funds in 1997.

(10) Other Expenses are based on estimates for the current fiscal year ending
October 31, 1998. Additionally, these fees reflect a voluntarily expense
limitation of 1.00% of the Portfolio's average net assets.

(11) Other Expenses are based on estimates for the current fiscal year and will
include fees for shareholder services, administrative fees, custodial fees
, legal and accounting fees, printing costs and registration fees.
Additionally, these fees reflect a voluntary expense reimbursement
arrangement by Travelers to reimburse the Portfolios for the amount by
which their aggregate total operating expenses exceed 1.00% for the
DISCIPLINED SMALL CAP STOCK PORTFOLIO, MFS MID CAP GROWTH PORTFOLIO, MFS
RESEARCH PORTFOLIO; 0.80% for the CONVERTIBLE BOND PORTFOLIO; and 0.90% for
the STRATEGIC STOCK PORTFOLIO. These expenses have been illustrated at a
limit which the Portfolios' adviser believes to be in line with the actual
projected expenses of the Portfolios.

(12) Other Expenses reflect the current expense reimbursement arrangement with
Travelers where 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 0.95%
(1.25% for the Lazard International Stock Portfolio and 0.75% for the
Quality Bond Portfolio). Without such arrangements, the Total Funding
Option Expenses for the Portfolios would have been as follows: 1.14% for
FEDERATED STOCK PORTFOLIO; 1.90% for EQUITY INCOME PORTFOLIO; 2.65% for
LARGE CAP PORTFOLIO; 1.82% for DISCIPLINED MID CAP STOCK PORTFOLIO; 1.76%
for LAZARD INTERNATIONAL STOCK PORTFOLIO; and 1.13% for QUALITY BOND
PORTFOLIO.

(13) The WARBURG PINCUS EMERGING MARKETS PORTFOLIO'S investment advisor and
co-administrator have agreed to limit the Portfolio's total operating
expenses to 1.40% through December 31, 1998. Absent this waiver of fees,
the Portfolio's management fees, other expenses and total operating
expenses would equal 1.25%, 0.95% and 2.20%, respectively. The Portfolio's
other expenses are based on annualized estimates of expenses for the fiscal
year ending December 31, 1998, net of any fee waivers or expense
reimbursements.

5
<PAGE> 15

EXAMPLE*

Assuming a 5% annual return on assets, a $1,000 investment would be subject to
the following expenses:
<TABLE>
<CAPTION>
(A) = STANDARD DEATH BENEFIT
(B) = OPTIONAL DEATH BENEFIT
AND CREDIT
- ---------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Bond Trust............. (a) $ $ $ $ $ $ $ $
(b)
Managed Assets Trust.............. (a)
(b)
Money Market Portfolio............ (a)
(b)
AMERICAN ODYSSEY FUNDS, INC.(1)
Core Equity Fund.............. (a)
(b)
Emerging Opportunities Fund... (a)
(b)
Global High-Yield Bond Fund... (a)
(b)
Intermediate-Term Bond Fund... (a)
(b)
International Equity Fund..... (a)
(b)
Long-Term Bond Fund........... (a)
(b)
AMERICAN ODYSSEY FUNDS, INC.(2)
Core Equity Fund.............. (a)
(b)
Emerging Opportunities Fund... (a)
(b)
Global High-Yield Bond Fund... (a)
(b)
Intermediate-Term Bond Fund... (a)
(b)
International Equity Fund..... (a)
(b)
Long-Term Bond Fund........... (a)
(b)
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series................... (a)
(b)
Small Cap Value Series........ (a)
(b)
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation
Portfolio................... (a)
(b)
Small Cap Portfolio........... (a)
(b)
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class
II.......................... (a)
(b)
MONTGOMERY FUNDS III
Montgomery Variable Series:
Growth Fund................. (a)
(b)
Montgomery Variable Series:
Growth Fund................. (a)
(b)
OCC ACCUMULATION TRUST
Equity Portfolio.............. (a)
(b)
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable
Capital Fund................ (a)
(b)
Salomon Brothers Variable
Investors Fund.............. (a)
(b)
Salomon Brothers Variable
Total Return Fund........... (a)
(b)
</TABLE>

6
<PAGE> 16
<TABLE>
<CAPTION>
(A) = STANDARD DEATH BENEFIT
(B) = OPTIONAL DEATH BENEFIT
AND CREDIT
- ---------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STRONG VARIABLE INSURANCE FUNDS,
INC.
Strong Schafer Value Fund
II.......................... (a) $ $ $ $ $ $ $ $
(b)
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio..... (a)
(b)
MFS Total Return Portfolio.... (a)
(b)
Putnam Diversified Income
Portfolio................... (a)
(b)
Smith Barney High Income
Portfolio................... (a)
(b)
Smith Barney International
Equity Portfolio............ (a)
(b)
Smith Barney Large
Capitalization Growth
Portfolio................... (a)
(b)
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock
Portfolio................... (a)
(b)
Disciplined Small Cap Stock
Portfolio................... (a)
(b)
Equity Income Portfolio....... (a)
(b)
Federated Stock Portfolio..... (a)
(b)
Large Cap Portfolio........... (a)
(b)
Lazard International Stock
Portfolio................... (a)
(b)
MFS Mid Cap Growth Portfolio.. (a)
(b)
MFS Research Portfolio........ (a)
(b)
Social Awareness Stock
Portfolio................... (a)
(b)
Strategic Stock Portfolio..... (a)
(b)
Travelers Quality Bond
Portfolio................... (a)
(b)
U.S. Government Securities
Portfolio................... (a)
(b)
Utilities Portfolio........... (a)
(b)
WARBURG PINCUS TRUST
Emerging Markets Portfolio.... (a)
(b)
</TABLE>

<TABLE>
<S> <C>
* The Example should not be considered a representation of
past or future expenses. Actual expenses may be greater or
less than those shown.
(1) Reflects expenses that would be incurred for those Contract
Owners who DO NOT participate in the CHART Asset Allocation
program.
(2) Reflects expenses that would be incurred for those Contract
Owners who DO participate in the CHART Asset Allocation
program.
</TABLE>

7
<PAGE> 17

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
(Product Name) is a contract between you, the contract owner, and Travelers Life
and Annuity Company (called "Us" or the "Company"). Under this contract, you
make purchase payments to us and we credit them to your Contract. The Company
promises to pay you an income, in the form of annuity payments, beginning on a
future date that you choose, the maturity date. The purchase payments and any
applicable credits accumulate tax deferred in the funding option(s) of your
choice. The contract owner assumes the risk of gain or loss according to the
performance of the funding options. The contract value is the amount of purchase
payments, plus any applicable credits, plus or minus any investment experience
or interest. The contract value also reflects all prior surrenders made and
charges deducted. There is generally no guarantee that at the maturity date the
contract value will equal or exceed the total purchase payments made under the
Contract, except as noted under the Death Benefit provisions described in this
prospectus. The date the contract and its benefits became effective is referred
to as the contract date. Each 12 month period following this contract date is
called a contract year.

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

PURCHASE PAYMENTS

The initial purchase payment must be at least $20,000. Additional payments of at
least $5,000 may be made under the Contract at any time. Under certain
circumstances, we may waive the minimum purchase payment requirement. Purchase
payments over $1,000,000 may be made with our prior consent.

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

If the Optional Death Benefit is selected, we will add a credit to your contract
with each purchase payment. Each credit is added to the contract value when the
applicable purchase payment is applied, and will equal 2% of each purchase
payment. These credits are applied pro rata to the same funding options to which
your purchase payment was applied.

CONSERVATION CREDIT

If you are purchasing this contract with funds which originate from another
contract issued by Us or Our affiliate, you may receive a conservation credit to
your purchase payments. If applied, the amount of such credit will be determined
by Us.

ACCUMULATION UNITS

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

THE FUNDING OPTIONS

You choose which of the following funding options, to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account which invest in the underlying

8
<PAGE> 18

mutual funds which support the funding options. 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. You
are not investing directly in the underlying mutual funds, but only through the
Separate Account. Since each option has varying degrees of risk, please read the
prospectuses carefully before investing. Additional copies of the prospectuses
may be obtained by contacting your registered representative or by calling
1-800-842-9406.

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

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
High Yield Bond Trust Seeks generous income. The assets of the High TAMIC
Yield Bond Trust will be invested in bonds
which, as a class, sell at discounts from par
value and are typically high risk securities.
Managed Assets Trust Seeks high total investment return through a TAMIC
fully managed investment policy in a Subadviser: Travelers
portfolio of equity, debt and convertible Investment Management Company
securities. ("TIMCO")
Money Market Portfolio Seeks high current income from short-term TAMIC
(formerly "Cash Income Trust") money market instruments while preserving
capital and maintaining a high degree of
liquidity.
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of well- Management, Inc.
established companies. Subadviser: Equinox Capital
Management, Inc.
Emerging Opportunities Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of Management, Inc.
small, rapidly growing companies. Subadviser: Cowen Asset
Management and Chartwell
Investment Partners
Global High-Yield Bond Fund Seeks maximum long-term total return (capital American Odyssey Funds
appreciation and income) by investing Management, Inc.
primarily in high-yield debt securities from Subadviser: BEA Associates
the United States and abroad.
Intermediate-Term Bond Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in intermediate-term Management, Inc.
corporate debt securities, U.S. government Subadviser: TAMIC
securities, mortgage-related securities and
asset-backed securities, as well as money
market instruments.
International Equity Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of Management, Inc.
established non-U.S. companies. Subadviser: Bank of Ireland
Asset Management (U.S.) Limited
Long-Term Bond Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in long-term corporate Management, Inc.
debt securities, U.S. government securities, Subadviser: Western Asset
mortgage-related securities, and asset-backed Management Company
securities, as well as money market
instruments.
DELAWARE GROUP PREMIUM
FUND, INC.
REIT Series Seeks maximum long-term total return by Delaware Management Company,
investing in securities of companies Inc.
primarily engaged in the real estate Subadviser: Lincoln Investment
industry. Management, Inc.
</TABLE>

9
<PAGE> 19

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DELAWARE GROUP PREMIUM
FUND, INC., (CONT.)
Small Cap Value Series Seeks capital appreciation by investing Delaware Management Company,
primarily in common stocks whose market Inc.
values appear low relative to their
underlying value or future potential.
DREYFUS VARIABLE
INVESTMENT FUND
Capital Appreciation Portfolio Seeks primarily to provide long-term capital The Dreyfus Corporation
growth consistent with the preservation of Subadviser: Fayez Sarofim & Co.
capital; current income is a secondary ("Sarofim")
investment objective. The portfolio invests
primarily in the common stocks of domestic
and foreign issuers.
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
GREENWICH STREET SERIES FUND
Equity Index Portfolio Seeks to replicate, before deduction of TIMCO
Class II expenses, the total return performance of the
S&P 500 Index.
MONTGOMERY FUNDS III
Montgomery Variable Series: Seeks capital appreciation. Under normal Montgomery Asset Management
Growth Fund conditions, it invests at least 65% of its
assets in equity securities.
OCC ACCUMULATION TRUST Seeks long-term capital appreciation through Op Cap Advisors
Equity Portfolio investment in a diversified portfolio of
equity securities selected on the basis of a
value oriented approach to investing.
SALOMON BROTHERS VARIABLE
SERIES FUND, INC.
Salomon Brothers Variable Seeks above-average income (compared to a Salomon Brothers Asset
Total Return Fund portfolio invested entirely in equity Management ("SBAM")
securities). Secondarily, seeks opportunities
for growth of capital and income.
Salomon Brothers Variable Seeks long-term growth of capital. Current SBAM
Investors Fund income is a secondary objective.
Salomon Brothers Variable Seeks capital appreciation through SBAM
Capital Fund investments primarily in common stock, or
securities convertible to common stocks,
which are believed to have above-average
price appreciation potential and which may
also involve above-average risk.
STRONG VARIABLE INSURANCE
FUNDS, INC.
Strong Shafer Value Seeks primarily long-term capital Strong Capital Management, Inc.
Fund II appreciation. Current income is a secondary Subadviser: Shafer Capital
objective when selecting investments. Management, Inc.
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital by Travelers Investment Adviser
investing predominantly in equity securities ("TIA")
of companies with a favorable outlook for Subadviser: Alliance Capital
earnings and whose rate of growth is expected Management L.P.
to exceed that of the U.S. economy over time.
Current income is only an incidental
consideration.
MFS Total Return Portfolio Seeks to obtain above-average income TIA
(compared to a portfolio entirely invested in Subadviser: Massachusetts
equity securities) consistent with the Financial Services Company
prudent employment of capital. Generally, at ("MFS")
least 40% of the Portfolio's assets will be
invested in equity securities.
</TABLE>

10
<PAGE> 20

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRAVELERS SERIES FUND, INC.,
(CONT.)
Putman Diversified Income Seeks high current income consistent with TIA
Portfolio preservation of capital. The Portfolio will Subadviser: Putnam Investment
allocate its investments among the U.S. Management, Inc.
Government Sector, the High Yield Sector, and
the International Sector of the fixed income
securities markets.
Smith Barney High Income Seeks high current income. Capital Mutual Management
Portfolio appreciation is a secondary objective. The Corporation ("MMC") (formerly
Portfolio will invest at least 65% of its Smith Barney Mutual Fund
assets in high-yielding corporate debt Management, Inc.)
obligations and preferred stock.
Smith Barney International Seeks total return on assets from growth of MMC
Equity Portfolio capital and income by investing at least 65%
of its assets in a diversified portfolio of
equity securities of established non-U.S.
issuers.
Smith Barney Large Seeks long-term growth of capital by MMC
Capitalization Growth Portfolio investing in equity securities of companies
with large market capitalizations.
TRAVELERS SERIES TRUST
Disciplined Mid Cap Seeks growth of capital by investing TAMIC
Stock Fund primarily in a broadly diversified portfolio Subadviser: TIMCO
of common stocks.
Disciplined Small Cap Fund Seeks long term capital appreciation by TAMIC
investing primarily (at least 65% of its Subadviser: TIMCO
total assets) in the common stocks of U.S.
Companies with relatively small market
capitalizations at the time of investment.
Equity Income Portfolio Seeks reasonable income by investing at least TAMIC
65% in income-producing equity securities. Subadviser: Fidelity Management
The balance may be invested in all types of & Research Company
domestic and foreign securities, including
bonds. The Portfolio seeks to achieve a yield
that exceeds that of the securities
comprising the S&P 500. The Subadviser also
considers the potential for capital
appreciation.
Federated Stock Portfolio Seeks growth of income and capital by TAMIC
investing principally in a professionally Subadviser: Federated
managed and diversified portfolio of common Investment Counseling, Inc.
stock of high-quality companies (i.e.,
leaders in their industries and characterized
by sound management and the ability to
finance expected growth).
Large Cap Portfolio Seeks long-term growth of capital by TAMIC
investing primarily in equity securities of Subadviser: Fidelity Management
companies with large market capitalizations. & Research Company
Lazard International Stock Seeks capital appreciation by investing TAMIC
Portfolio primarily in the equity securities of Subadviser: Lazard Asset
non-United States companies (i.e., Management
incorporated or organized outside the United
States).
MFS Mid Cap Growth Seeks to obtain long term growth of capital TAMIC
Portfolio by investing, under normal market conditions, Subadviser: MFS
at least 65% of its total assets in equity
securities of companies with medium market
capitalization which the investment adviser
believes have above-average growth potential.
</TABLE>

11
<PAGE> 21

(1) Currently available under Variable Annuitization Floor Benefit.

An asset allocation program is available for certain funding options under the
Contract. See "Asset Allocation Advice."

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 program; including dollar-cost
averaging, portfolio rebalancing, and managed distribution program;
administration of the annuity options available under the Contracts; and the
distribution of various reports to contract owners. Costs and expenses we incur
include those associated with various overhead and other expenses associated
with providing the services and benefits provided by the Contracts, sales and
marketing expenses, and other costs of doing business. Risks we assume include
the risks that annuitants may live longer than estimated when the annuity
factors under the Contracts were established, that the

12
<PAGE> 22

amount of the death benefit will be greater than the contract value or the
maximum of all step-up values for the Optional Death Benefit and Credit, 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.

WITHDRAWAL CHARGE

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

The withdrawal charge is equal to a percentage of the amount of purchase
payments, plus any credits applied, which are withdrawn from the Contract and is
calculated as follows:

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

For purposes of the withdrawal charge calculation, withdrawals will be deemed to
be taken first from (a) any purchase payments and associated credits to which no
withdrawal charge applies; (b) next from any remaining free withdrawal amount
(as described below) after the reduction by the amount of (a); (c) next from
remaining purchase payments and associated credits (on a first-in, first-out
basis); and then (d) from contract earnings (in excess of any free withdrawal
amount). Unless you instruct us otherwise, we will deduct the withdrawal charge
from the amount requested.

Where permitted by state law, we will not deduct a withdrawal charge (1) from
payments we make due to the death of the annuitant; (2) if an annuity payout has
begun; (3) if an income option of at least ten years' duration is begun; (4)
from amounts withdrawn which are deposited to other contracts issued by Us or
our affiliate (subject to Our approval); (5) if withdrawals are taken under our
Managed Distribution Program, if elected by you (see "Access to Your Money"); or
(6) if you are confined to an Eligible Nursing Home, as described in Appendix B.

FREE WITHDRAWAL ALLOWANCE

There is a 20% free withdrawal allowance available each year. During the first
contract year, the available withdrawal amount will be 20% of the initial
purchase payment. After the first contract year, the available withdrawal amount
will be calculated as of the end of the previous contract year. The free
withdrawal allowance applies to partial withdrawals and to full withdrawals,
except those transferred directly to annuity contracts issued by other financial
institutions. In Washington state, the free withdrawal provision applies to all
withdrawals.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk charge. The
deduction is reflected in our calculation of accumulation and annuity unit
values. For the Standard Death Benefit, this charge equals, on an annual basis,
.80% of the amounts held in each funding option.

13
<PAGE> 23

For the Optional Death Benefit and Credit, the charge equals on an annual basis,
1.25%. We reserve the right to lower the charge at any time.

FLOOR BENEFIT CHARGE

If the Variable Annuitization Floor Benefit is selected, a charge is deducted
upon election of this benefit. This charge compensates us for guaranteeing a
minimum variable annuity payment regardless of the performance of the funding
options selected by you. This charge will vary based upon market conditions, but
will never increase your mortality and expense risk charge by more than 3%. The
charge will be set at the time of election, and will remain level throughout the
term of annuitization. Please refer to "The Annuity Period" for a description of
this benefit.

FUNDING OPTION EXPENSES

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

PREMIUM TAX

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

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

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

TYPES OF OWNERSHIP

The group Contract belongs to the contract owner named in the Master Contract.
This prospectus refers to you, a participant under the group Contract, as the
contract owner for convenience and clarity. The annuitant is the individual upon
whose life the maturity date and the amount of monthly annuity payments depend.
Because this is a qualified contract, the contract owner and the annuitant must
always be the same person. 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.

BENEFICIARY

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

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

14
<PAGE> 24

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

Up to 30 days before the maturity date, you may transfer all or part of the
contract value between funding options. There are no charges or restrictions on
the amount or frequency of transfers currently; however, we reserve the right to
charge a per-transfer fee on transfers exceeding 12 per year, and, to limit the
number of transfers. We will always allow at least one transfer in any six-
month period. Since different funding options have different expenses, a
transfer of contract values from one funding option to another could result in
your investment becoming subject to higher or lower expenses. After the maturity
date, you may also make transfers between funding options.

DOLLAR COST AVERAGING

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

You may elect automated transfers through written request or other method
acceptable to the Company. You must have a minimum total Contract Value of
$5,000 to enroll in the Dollar Cost Averaging program. The minimum total
automated transfer amount is $100.

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

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

Any time before the maturity date, you may redeem all or any portion of the
contract value, less any premium tax not previously deducted. You must submit a
written request specifying the funding option(s) from which amounts are to be
withdrawn. If no funding options are specified, 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 value
may be more or less than the purchase payments made depending on the contract
value at the time of surrender.

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

We also provide access to your money during the annuitization period, which is
discussed in detail in the "Annuity Period" section of this prospectus.

SYSTEMATIC WITHDRAWALS

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

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

15
<PAGE> 25

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

MANAGED DISTRIBUTION PROGRAM. Under the Systematic Withdrawal option, you may
choose to participate in the Managed Distribution Program. At no cost to you,
you may instruct the Company to calculate and make minimum distributions that
may be required by the IRS upon reaching age 70 1/2. (See "Federal Tax
Considerations".) These payments will not be subject to the withdrawal charge
and will be in lieu of the 20% free withdrawal allowance. No Dollar Cost
Averaging will be permitted if you are participating in the Managed Distribution
Program.

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

DEATH PROCEEDS BEFORE THE MATURITY DATE

The person chosen as the beneficiary will receive a death benefit upon the first
death of any owner or the annuitant before the maturity date. You may select
either the Standard Death Benefit or the Optional Death Benefit and Credit at
the time of purchase:

STANDARD DEATH BENEFIT:

OPTIONAL DEATH BENEFIT AND CREDIT

The Optional Death Benefit and Credit varies depending on the Annuitant's age on
the Contract Date and/or when the annuitant dies.

- ------------------------------------------------------------------------------------------
ANNUITANT'S AGE DEATH BENEFIT PAYABLE
ON THE CONTRACT DATE (CALCULATED AS OF THE DEATH REPORT DATE)
- ------------------------------------------------------------------------------------------
<S> <C>
Under Age 70 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) contract value;
(2)
total purchase payments, less any withdrawals (and related charges), or
(3) maximum Step Up death benefit value (described below)
associated with contract date anniversaries beginning with
the 5th, and ending with the last before the annuitant's
76th birthday.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- ------------------------------------------------------------------------------------------
IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) above,
(2) above, or
(3) the Step Up death benefit value (described below)
associated with the 5th contract date anniversary.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- ------------------------------------------------------------------------------------------
Age 76-80 Greater of (1) or (2) above.
- ------------------------------------------------------------------------------------------
Age over 80 The contract value.
- ------------------------------------------------------------------------------------------
If Annuitant dies on or
after age 80 The contract value.
- ------------------------------------------------------------------------------------------
</TABLE>

16
<PAGE> 26

STEP-UP DEATH BENEFIT VALUE

A separate Step-Up death benefit value will be established on the fifth contract
date anniversary, and on each contract date anniversary thereafter which occurs
on or prior to the death report date and will initially equal the contract value
on that anniversary. After a Step-Up death benefit value has been established,
it will be recalculated each time a purchase payment is made or a partial
surrender is taken until the death report date. Step-Up death benefit values
will be recalculated by increasing them by the amount of each applicable
purchase payment and by reducing them by a Partial Surrender Reduction (as
described below) for each applicable partial surrender. Recalculations of
Step-Up death benefit values related to any purchase payments or any partial
surrenders will be made in the order that such purchase payments or partial
surrenders occur.

The Partial Surrender Reduction referenced above is equal to:

(1) the amount of a Step-Up death benefit value immediately prior to the
reduction for the partial surrender, multiplied by

(2) the amount of the partial surrender divided by the contract value
immediately prior to the partial surrender.

DEATH PROCEEDS AFTER THE MATURITY DATE

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

PAYMENT OF PROCEEDS

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

The Company will pay the proceeds to the beneficiary(ies), or if none, to the
contract owner's estate.

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). While the annuitant is alive, you can change your selection any time up
to 30 days prior the maturity date. Annuity payments will begin on the maturity
date requested by you unless the Contract has been fully surrendered or the
proceeds have been paid to the beneficiary before that date. Annuity payments
are a series of periodic payments (a) for life; (b) for life with either a
minimum number of payments or a specific amount assured; or (c) for the joint
lifetime of the annuitant and another person, and thereafter during the lifetime
of the survivor or (d) for a number of payments assured. We may require proof
that the annuitant is alive before annuity payments are made.

Unless you elect otherwise, the maturity date will be the later of the
annuitant's 90th birthday, or ten years after the effective date of the
Contract. In certain states, the maturity date elected may not be later than the
annuitant's 90th birthday.

Certain annuity options taken at the maturity date may be used to meet the
minimum required distribution requirements of federal tax law, or a program of
partial surrenders may be used

17
<PAGE> 27

instead. These mandatory distribution requirements take effect generally 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. Please refer to the optional,
no-cost Managed Distribution Program described in the "Access to Your Money"
section of this prospectus. Independent tax advice should be sought regarding
the election of minimum required distributions.

LIQUIDITY BENEFIT

Additionally, if you have selected any period certain option, you may elect to
surrender a payment equal to a portion of or all of the present value of the
remaining period certain payments any time after the first contract year. There
is a surrender charge of 5% of the amount withdrawn under this option.

For variable annuity payments, the interest rate used to calculate the present
value is the Assumed Net Investment Factor, as shown in your Contract. If you
request a portion of the total amount available, your remaining payments for the
period chosen will be reduced by that percentage. After the chosen period
expires, your payments will increase to the level they would have been had no
liquidation taken place.

For fixed annuity payments, we calculate the present value of the remaining
period certain payments using a current interest rate. This interest rate is the
current rate of return offered by Us on new annuitizations for the amount of
time remaining in the certain period annuity option. If you request a percentage
of the total amount available, your remaining payments for the period chosen
will be reduced by that percentage. After the certain period expires, your
remaining payments will increase back to the level they would have been as if no
liquidation had taken place.

The market value adjustment formula for calculating the present value described
above is as follows:

Present Value = The sum of s from 1 to n [Payment(s) X (1/1 + iC)(t/365)]

Where

<TABLE>
<S> <C> <C>
iC = the interest rate described above
n = the number of payments remaining in the contract owner's
certain period at the time of request for this benefit
t = number of days remaining until that payment is made,
adjusting for leap years.
</TABLE>

See Appendix C for examples of this market value adjustment.

ALLOCATION OF ANNUITY

If, at the time annuity payments begin, no election has been made to the
contrary, the cash surrender value will be applied to provide an annuity funded
by the same investment options 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.")

ANNUITIZATION CREDIT. This credit is applied to the contract value used to
purchase one of the Annuity Options described below. The credit equals 0.5% of
your contract value if you annuitize during contract years 2-5, 1% during
contract years 6-10, and 2% after contract year 10. There is no credit applied
to contracts held less than 1 year.

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 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.

18
<PAGE> 28

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

The amount of the first monthly payment depends on the annuity option and
assumed net investment factor elected. A formula for determining the adjusted
age is contained in the Contract. The total first monthly annuity payment is
determined by multiplying the benefit per $1,000 of value shown in the
applicable tables of the Contract by the number of thousands of dollars of value
of the Contract applied to that annuity option. The Company reserves the right
to require satisfactory proof of age of any person on whose life annuity
payments are based before making the first payment under any of the settlement
options. If it would produce a larger payment, the first variable annuity
payment will be determined using the Variable Life Annuity Tables in effect on
the maturity date.

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

FIXED ANNUITY

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

If you have elected the Increasing Benefit Option, the payments will be
calculated as above, however, the initial payment will be less than that
reflected in the table and the subsequent payments will be increased by the
percentage you elected.

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 fixed 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 one lump
sum (except if prohibited by state law), or in accordance with the payment
option that you select. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
annuitant must be made by the contract owner.

19
<PAGE> 29

VARIABLE ANNUITIZATION FLOOR BENEFIT. This benefit may not be available, or may
only be available under certain annuity options, if we determine the market
conditions so dictate. If available, the Company will guarantee that, regardless
of the performance of the funding options selected by you, your annuity payments
will never be less than a certain percentage of your first annuity payment. This
percentage will vary depending on market conditions, but will never be less than
50%. You may not elect this benefit if you are over age 80. Additionally, you
must select from certain funds available under this guarantee. Currently, these
funds are the Equity Index Portfolio Class II, the Travelers Quality Bond
Portfolio, and the U.S. Government Securities Portfolio. We may, at our
discretion increase or decrease the number of funds available under this
benefit. This benefit is not currently available under Option 5. The benefit is
not available, with the 5% assumed net investment factor under any option. If
you select this benefit, you may not elect to liquidate any portion of your
contract.

There is a charge for this guarantee, which will begin upon election of this
benefit. This charge will vary based upon market conditions, and will be
established at the time the benefit is elected. Once established, the charge
will remain level throughout the remainder of the annuitization, and will never
increase your annual mortality and expense risk charge by more than 3% per year.

We reserve the right to restrict the amount of contract value to be annuitized
under this benefit.

ANNUITY OPTIONS

Subject to the conditions described in "Election of Options" above, all or any
part of the contract value may be paid under one or more of the following
annuity options. We may offer additional options. Options 1-5 below may be
applied to either a Fixed or Variable Annuity.

INCREASING BENEFIT OPTION. For Fixed Annuities, the annuity payment you receive
may be either level (except after death of Primary Payee in Option 4) or
increasing. If increasing payments are elected, the initial payment will be less
than the corresponding level payment for the same annuity option, but your
payments will increase on each contract date anniversary by a percentage chosen
by you. You may choose a whole number from 1 to 4%.

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.

20
<PAGE> 30

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

RIGHT TO RETURN

You may return the Contract for a full refund of the purchase payment less any
applicable credits applied. Where state law requires a longer period 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 contract or premium tax charges.

REQUIRED REPORTS

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

SUSPENSION OF PAYMENTS

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

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

ASSET ALLOCATION ADVICE

Owners may elect to enter into a separate advisory agreement with Copeland
Financial Services, Inc. ("Copeland"), an affiliate of the Company, if the
program is available. Copeland provides asset allocation advice under its CHART
program, which is fully described in a separate disclosure statement. Under the
CHART Program, purchase payments and cash values are allocated among the
specified asset allocation funds. Copeland's charge for this advisory service is
equal to a maximum of .80% of the assets subject to the CHART Program. The CHART
Program fee will be paid by quarterly withdrawals from the cash values allocated
to the asset allocation funds. The fee is in addition to the Contract charges
described in "Charges Under the Contract." The Company will not treat these
withdrawals as taxable distributions. The CHART Program may not be available in
all marketing programs through which this Contract is sold.

21
<PAGE> 31

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

The Travelers Separate Account Six For Variable Annuities ("Separate Account
Six") was established on June 8, 1998 and is registered with the SEC as a unit
investment trust (separate account) under the Investment Company Act of 1940, as
amended (the "1940 Act"). The assets of Separate Account Six will be invested
exclusively in the shares of the variable funding options.

The assets of Separate Account Six are held for the exclusive benefit of the
owners of this separate account, according to the laws of Connecticut. The
assets held by Separate Account Six are not chargeable with liabilities arising
out of any other business which the Company may conduct. Obligations under the
Contract are obligations of the Company.

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

PERFORMANCE INFORMATION

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

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

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. The withdrawal charge is not reflected because the
contract is designed for long-term investment.

For underlying funds that were in existence prior to the date they became
available under the Separate Account, the standardized average annual total
return quotations may be accompanied by returns showing the investment
performance that such underlying funds would have achieved (reduced by the
applicable charges) had they been held under the Contract for the period quoted.
The total return quotations are based upon historical earnings and are not
necessarily representative of future performance.

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

22
<PAGE> 32

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.

QUALIFIED CONTRACTS

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.

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.

TAXATION OF SURRENDERS UNDER LIQUIDITY FEATURE

(Text to follow)

OWNERSHIP OF THE INVESTMENTS

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

The Internal Revenue Service has stated in published rulings that a variable
contract owner will be considered the owner of the assets of a segregated asset
account if the owner possesses an incident of ownership in those assets, such as
the ability to exercise investment control over the assets. The Treasury
Department announced, in connection with the issuance of temporary regulations
concerning investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset

23
<PAGE> 33

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. Distributions must begin or be
continued according to required patterns following the death of the contract
owner or annuitant of qualified annuities.

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

THE INSURANCE COMPANY

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
states of the United States, and intends to seek licensure in the remaining
states, except New York. The Company is an indirect wholly owned subsidiary of
Travelers Group Inc. The Company's Home Office is located at One Tower Square,
Hartford, Connecticut 06183.

YEAR 2000 COMPLIANCE

Generally, computer programs were designed without considering the impact of the
upcoming change in the century. As a result, software and computer systems may
need to be upgraded or replaced in order to comply with "Year 2000"
requirements. If not corrected, these computer applications could fail or create
erroneous results by or at the Year 2000. The business, financial condition, and
results of operations of a company could be materially and adversely affected by
the failure of its systems and applications (or those either provided or
operated by third-parties) to properly operate or manage dates beyond the year
1999.

The Company has investigated the nature and extent of the work required for our
computer systems to process beyond the turn of the century, and has made
progress toward achieving this goal, including upgrading and/or replacing
existing systems. We are confirming with our service providers that they are
also in the process of replacing or modifying their systems with the same goal.
We expect that our principal systems will be Year 2000 compliant by early 1999.
While these efforts involve substantial costs, we closely monitor associated
costs and continue to evaluate associated risks based on actual expenses. While
it is likely that these efforts will be successful, if necessary modifications
and conversions are not completed in a timely manner, the Year 2000 requirements
could have a material adverse effect on certain operations of the Company.

24
<PAGE> 34

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who represent the Company, or certain
other registered broker-dealers. The compensation paid to sales representatives
will not exceed 6.5% of the payments made under the Contracts.

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

Any sales representative or employee will have been qualified to sell variable
annuities under applicable federal and state laws. Each broker-dealer is
registered with the SEC under the Securities Exchange Act of 1934, and all are
members of the NASD. The principal underwriter for the Contracts is CFBDS, Inc.

CONFORMITY WITH STATE AND FEDERAL LAWS

The Contract is governed by the laws of the state in which it is delivered. Any
paid-up annuity, 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

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

25
<PAGE> 35

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

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 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 Management Agreement
Valuation of Assets
Mixed and Shared Funding
Substitutions and Additions
Performance Information
Federal Tax Considerations
Independent Accountants
Financial Statements

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

Copies of the Statement of Additional Information dated , 1998 (Form No.
21257S) 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 Life and Annuity Company, Annuity Services,
One Tower Square, Hartford, Connecticut 06183-9061.

Name:

Address:

A-1
<PAGE> 36

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

WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT

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

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

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

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

Meets all of the following standards:

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

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

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

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

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

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

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

The maximum withdrawal amount available without incurring a Withdrawal Charge is
the contract value on the next valuation date following written proof of claim,
less any purchase payments made within a one year period prior to the date
confinement in an Eligible Nursing Home begins, less any additional purchase
payments made on or after the Annuitant's 71st birthday.

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

B-1
<PAGE> 37

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

MARKET VALUE ADJUSTMENT

[Text to follow]

C-1
<PAGE> 38

PART B

Information Required in a Statement of Additional Information
<PAGE> 39

TRAVELERS RETIREMENT VARIABLE ANNUITY

STATEMENT OF ADDITIONAL INFORMATION

dated

, 1998

for

THE TRAVELERS SEPARATE ACCOUNT SIX
FOR VARIABLE ANNUITIES

ISSUED BY

THE TRAVELERS LIFE AND ANNUITY COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Group Variable Annuity Contract
Prospectus dated , 1998. A copy of the Prospectus may be obtained by writing to
The Travelers Life and Annuity Company, Annuity Services, One Tower Square,
Hartford, Connecticut 06183-8036, or by calling (800) 842-9406.

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

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

DISTRIBUTION AND MANAGEMENT AGREEMENT . . . . . . . . . . . . . 2

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

MIXED AND SHARED FUNDING . . . . . . . . . . . . . . . . . . . 3

SUBSTITUTIONS AND ADDITIONS . . . . . . . . . . . . . . . . . . 3

PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . 4

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . .. . . . . . . 8

INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . 10

FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>

<PAGE> 40

THE INSURANCE COMPANY

The Travelers Life and Annuity Company (the "Company") is a stock
insurance company chartered in 1973 in Connecticut. It is a wholly owned
subsidiary of The Travelers Insurance Company, which is indirectly owned,
through a wholly owned subsidiary, by Travelers Group Inc., a financial services
holding company engaged, through its subsidiaries, principally in four business
segments: (i) Investment Services; (ii) Consumer Finance Services; (iii) Life
Insurance Services; and (iv) Property and Casualty Insurance Services.

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

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

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

PRINCIPAL UNDERWRITER

CFBDS, Inc. serves as principal underwriter for the Separate Account
and the Contracts. The offering is continuous. CFBDS, Inc.'s principal
executive offices are located at 6 St. James Avenue, Boston, MA 02116.

1
<PAGE> 41

DISTRIBUTION AND MANAGEMENT AGREEMENT

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

VALUATION OF ASSETS

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

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

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

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

THE CONTRACT VALUE: The value of an accumulation unit on any business day is
determined by multiplying the value on the preceding business day by the net
investment factor for the valuation period just ended. The net investment factor
is used to measure the investment performance of a funding option from one
valuation period to the next. The net investment factor for a funding option for
any valuation period is equal to the sum of 1.000000 plus the net investment
rate (the gross investment rate less any applicable funding option deductions
during the valuation period relating to

2
<PAGE> 42

the mortality and expense risk charge and the administrative expense charge).
The gross investment rate of a funding option is equal to (a) minus (b), divided
by (c) where:

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

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

The gross investment rate may be either positive or negative. A funding
option's investment income includes any distribution whose ex-dividend date
occurs during the valuation period.

ACCUMULATION UNIT VALUE. The value of the accumulation unit for each funding
option was initially established at $1.00. The value of an accumulation unit on
any business day is determined by multiplying the value on the preceding
business day by the net investment factor for the valuation period just ended.
The net investment factor is calculated for each funding option and takes into
account the investment performance, expenses and the deduction of certain
expenses.

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

MIXED AND SHARED FUNDING

Certain variable annuity separate accounts and variable life insurance
separate accounts may invest in the funding options simultaneously (called
"mixed" and "shared" funding). It is conceivable that in the future it may be
disadvantageous to do so. Although the Company and the funding options do not
currently forsee any such disadvantages either to variable annuity contract
owners or variable life policy owners, each funding option's Board of Directors
intends to monitor events in order to identify any material conflicts between
them and to determine what action, if any, should be taken. If a Board of
Directors was to conclude that separate funds should be established for
variable life and variable annuity separate accounts, the variable annuity
contract owners would not bear any of the related expenses, but variable
annuity contract owners and variable life insurance policy owners would no
longer have the economies of scale resulting from a larger combined fund.

SUBSTITUTIONS AND ADDITIONS

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

3
<PAGE> 43
PERFORMANCE INFORMATION

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

STANDARDIZED METHOD. Quotations of average annual total returns are
computed according to a formula in which a hypothetical initial investment of
$1,000 is applied to the Funding Option, and then related to ending redeemable
values over one-, five-, and ten-year periods, or for a period covering the time
during which the Funding Option has been in existence, if less. If a Funding
Option has been in existence for less than one year, the "since inception" total
return performance quotations are year-to-date and are not average annual total
returns. These quotations reflect the deduction of all recurring charges during
each period (on a pro rata basis in the case of fractional periods). The
deduction for the annual administrative charge ($30) is converted to a
percentage of assets based on the actual fee collected (or anticipated to be
collected, if a new product), divided by the average net assets for contracts
sold (or anticipated to be sold) under the Prospectus to which this Statement of
Additional Information relates. Each quotation assumes a total redemption at the
end of each period with the assessment of any applicable withdrawal charge at
that time.

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

For Funding Options that were in existence prior to the date they
became available under Separate Account Five, the standardized average annual
total return quotations may be accompanied by returns showing the investment
performance that such Funding Options would have achieved (reduced by the
applicable charges) had they been held under the Contract for the period quoted.
The total return quotations are based upon historical earnings and are not
necessarily representative of future performance. An Owner's Contract Value at
redemption may be more or less than original cost.

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

Average annual total returns have been calculated using each funding
option's investment performance since inception. The returns were computed
according to the nonstandardized method for the period ending December 31, 1997
as if they had been available under Separate Account Six during that time. They
are set forth in the following tables. No standardized information is
currently available.

4
<PAGE> 44

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
(taking into account all charges and fees)
Standard Death Benefit
- --------------------------------------------------------------------------------------------------------
FUND
M & E CHARGE = .80% INCEPTION
DATE 1 YEAR 5 YEAR 10 YEAR
========================================================================================================
<S> <C>
High Yield Bond Trust
- --------------------------------------------------------------------------------------------------------
Managed Assets Trust
- --------------------------------------------------------------------------------------------------------
Money Market Portfolio
- --------------------------------------------------------------------------------------------------------
AMERICAN ODYSSEY FUNDS (1):
- --------------------------------------------------------------------------------------------------------
Core Equity Fund
- --------------------------------------------------------------------------------------------------------
Emerging Opportunities Fund
- --------------------------------------------------------------------------------------------------------
Global High Yield Bond Fund
- --------------------------------------------------------------------------------------------------------
Intermediate-Term Bond Fund
- --------------------------------------------------------------------------------------------------------
International Equity Fund
- --------------------------------------------------------------------------------------------------------
Long-Term Bond Fund
- --------------------------------------------------------------------------------------------------------
AMERICAN ODYSSEY FUNDS (2):
- --------------------------------------------------------------------------------------------------------
Core Equity Fund
- --------------------------------------------------------------------------------------------------------
Emerging Opportunities Fund
- --------------------------------------------------------------------------------------------------------
Global High Yield Bond Fund
- --------------------------------------------------------------------------------------------------------
Intermediate-Term Bond Fund
- --------------------------------------------------------------------------------------------------------
International Equity Fund
- --------------------------------------------------------------------------------------------------------
Long-Term Bond Fund
- --------------------------------------------------------------------------------------------------------
DELAWARE GROUP PREMIUM FUND, INC.
- --------------------------------------------------------------------------------------------------------
REIT Series
- --------------------------------------------------------------------------------------------------------
Small Cap Value Series
- --------------------------------------------------------------------------------------------------------
DREYFUS VARIABLE INVESTMENT FUND
- --------------------------------------------------------------------------------------------------------
Capital Appreciation Portfolio
- --------------------------------------------------------------------------------------------------------
Small Cap Portfolio
- --------------------------------------------------------------------------------------------------------
GREENWICH STREET SERIES FUND
- --------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II*
- --------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II**
- --------------------------------------------------------------------------------------------------------
MONTGOMERY VARIABLE SERIES
- --------------------------------------------------------------------------------------------------------
Growth Fund
- --------------------------------------------------------------------------------------------------------
OCC ACCUMULATION TRUST
- --------------------------------------------------------------------------------------------------------
Equity Portfolio
- --------------------------------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
- --------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Capital Fund
- --------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Investors Fund
- --------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Total Return Fund
- --------------------------------------------------------------------------------------------------------
STRONG VARIABLE INSURANCE FUNDS, INC.
- --------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
NONSTANDARDIZED TOTAL RETURNS
(taking into account all charges and fees except
deferred sales charges)
- -----------------------------------------------------------------------------------------------------------------------

M & E CHARGE = .80 %
MAXIMUM FLOOR BENEFIT CHARGE 1 YEAR 3 YEAR 5 YEAR 10 YEAR
=======================================================================================================================
<S> <C>
High Yield Bond Trust
- -----------------------------------------------------------------------------------------------------------------------
Managed Assets Trust
- -----------------------------------------------------------------------------------------------------------------------
Money Market Portfolio
- -----------------------------------------------------------------------------------------------------------------------
AMERICAN ODYSSEY FUNDS (1):
- -----------------------------------------------------------------------------------------------------------------------
Core Equity Fund
- -----------------------------------------------------------------------------------------------------------------------
Emerging Opportunities Fund
- -----------------------------------------------------------------------------------------------------------------------
Global High Yield Bond Fund
- -----------------------------------------------------------------------------------------------------------------------
Intermediate-Term Bond Fund
- -----------------------------------------------------------------------------------------------------------------------
International Equity Fund
- -----------------------------------------------------------------------------------------------------------------------
Long-Term Bond Fund
- -----------------------------------------------------------------------------------------------------------------------
AMERICAN ODYSSEY FUNDS (2):
- -----------------------------------------------------------------------------------------------------------------------
Core Equity Fund
- -----------------------------------------------------------------------------------------------------------------------
Emerging Opportunities Fund
- -----------------------------------------------------------------------------------------------------------------------
Global High Yield Bond Fund
- -----------------------------------------------------------------------------------------------------------------------
Intermediate-Term Bond Fund
- -----------------------------------------------------------------------------------------------------------------------
International Equity Fund
- -----------------------------------------------------------------------------------------------------------------------
Long-Term Bond Fund
- -----------------------------------------------------------------------------------------------------------------------
DELAWARE GROUP PREMIUM FUND, INC.
- -----------------------------------------------------------------------------------------------------------------------
REIT Series
- -----------------------------------------------------------------------------------------------------------------------
Small Cap Value Series
- -----------------------------------------------------------------------------------------------------------------------
DREYFUS VARIABLE INVESTMENT FUND
- -----------------------------------------------------------------------------------------------------------------------
Capital Appreciation Portfolio
- -----------------------------------------------------------------------------------------------------------------------
Small Cap Portfolio
- -----------------------------------------------------------------------------------------------------------------------
GREENWICH STREET SERIES FUND
- -----------------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II*
- -----------------------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II**
- -----------------------------------------------------------------------------------------------------------------------
MONTGOMERY VARIABLE SERIES
- -----------------------------------------------------------------------------------------------------------------------
Growth Fund
- -----------------------------------------------------------------------------------------------------------------------
OCC ACCUMULATION TRUST
- -----------------------------------------------------------------------------------------------------------------------
Equity Portfolio
- -----------------------------------------------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
- -----------------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Capital Fund
- -----------------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Investors Fund
- -----------------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Total Return Fund
- -----------------------------------------------------------------------------------------------------------------------
STRONG VARIABLE INSURANCE FUNDS, INC.
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

5
<PAGE> 45

<TABLE>
- ----------------------------------------------------------------------------------------------------------
<S> <C>
Strong Schafer Value Fund III
- ----------------------------------------------------------------------------------------------------------
TRAVELERS SERIES FUND, INC.
- ----------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio
- ----------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio
- ----------------------------------------------------------------------------------------------------------
Putnam Diversified Income Portfolio
- ----------------------------------------------------------------------------------------------------------
Smith Barney High Income Portfolio
- ----------------------------------------------------------------------------------------------------------
Smith Barney International Equity Portfolio
- ----------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth Portfolio
- ----------------------------------------------------------------------------------------------------------
THE TRAVELERS SERIES TRUST
- ----------------------------------------------------------------------------------------------------------
Convertible Bond Portfolio
- ----------------------------------------------------------------------------------------------------------
Disciplined Mid Cap Stock Portfolio
- ----------------------------------------------------------------------------------------------------------
Disciplined Small Cap Stock Portfolio
- ----------------------------------------------------------------------------------------------------------
Equity Income Portfolio
- ----------------------------------------------------------------------------------------------------------
Federated Stock Portfolio
- ----------------------------------------------------------------------------------------------------------
Large Cap Portfolio
- ----------------------------------------------------------------------------------------------------------
Lazard International Stock Portfolio
- ----------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio
- ----------------------------------------------------------------------------------------------------------
MFS Research Portfolio
- ----------------------------------------------------------------------------------------------------------
Social Awareness Stock Portfolio
- ----------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio
- ----------------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio*
- ----------------------------------------------------------------------------------------------------------
Travelers Quality Bond Portfolio**
- ----------------------------------------------------------------------------------------------------------
U.S. Government Securities Portfolio*
- ----------------------------------------------------------------------------------------------------------
U.S. Government Securities Portfolio**
- ----------------------------------------------------------------------------------------------------------
Utilities Portfolio
- ----------------------------------------------------------------------------------------------------------
WARBURG PINCUS TRUST
- ----------------------------------------------------------------------------------------------------------
Warburg Pincus Emerging Markets Portfolio
- ----------------------------------------------------------------------------------------------------------
</TABLE>

* With Maximum Floor Benefit Charge of 3%.
** Without Floor Benefit Charge

6
<PAGE> 46

<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
(taking into account all charges and fees)
Optional Death Benefit
- --------------------------------------------------------------------------------------------------------
FUND
M & E CHARGE = .80% INCEPTION
DATE 1 YEAR 5 YEAR 10 YEAR
========================================================================================================
<S> <C>
High Yield Bond Trust
- --------------------------------------------------------------------------------------------------------
Managed Assets Trust
- --------------------------------------------------------------------------------------------------------
Money Market Portfolio
- --------------------------------------------------------------------------------------------------------
AMERICAN ODYSSEY FUNDS (1):
- --------------------------------------------------------------------------------------------------------
Core Equity Fund
- --------------------------------------------------------------------------------------------------------
Emerging Opportunities Fund
- --------------------------------------------------------------------------------------------------------
Global High Yield Bond Fund
- --------------------------------------------------------------------------------------------------------
Intermediate-Term Bond Fund
- --------------------------------------------------------------------------------------------------------
International Equity Fund
- --------------------------------------------------------------------------------------------------------
Long-Term Bond Fund
- --------------------------------------------------------------------------------------------------------
AMERICAN ODYSSEY FUNDS (2):
- --------------------------------------------------------------------------------------------------------
Core Equity Fund
- --------------------------------------------------------------------------------------------------------
Emerging Opportunities Fund
- --------------------------------------------------------------------------------------------------------
Global High Yield Bond Fund
- --------------------------------------------------------------------------------------------------------
Intermediate-Term Bond Fund
- --------------------------------------------------------------------------------------------------------
International Equity Fund
- --------------------------------------------------------------------------------------------------------
Long-Term Bond Fund
- --------------------------------------------------------------------------------------------------------
DELAWARE GROUP PREMIUM FUND, INC.
- --------------------------------------------------------------------------------------------------------
REIT Series
- --------------------------------------------------------------------------------------------------------
Small Cap Value Series
- --------------------------------------------------------------------------------------------------------
DREYFUS VARIABLE INVESTMENT FUND
- --------------------------------------------------------------------------------------------------------
Capital Appreciation Portfolio
- --------------------------------------------------------------------------------------------------------
Small Cap Portfolio
- --------------------------------------------------------------------------------------------------------
GREENWICH STREET SERIES FUND
- --------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II*
- --------------------------------------------------------------------------------------------------------
Equity Index Portfolio Class II**
- --------------------------------------------------------------------------------------------------------
MONTGOMERY VARIABLE SERIES
- --------------------------------------------------------------------------------------------------------
Growth Fund
- --------------------------------------------------------------------------------------------------------
OCC ACCUMULATION TRUST
- --------------------------------------------------------------------------------------------------------
Equity Portfolio
- --------------------------------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
- --------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Capital Fund
- --------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Investors Fund
- --------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Total Return Fund
- --------------------------------------------------------------------------------------------------------
STRONG VARIABLE INSURANCE FUNDS, INC.
- --------------------------------------------------------------------------------------------------------
</TABLE>

5
<PAGE> 47

* With Maximum Floor Benefit Charge of 3%.
** Without Floor Benefit Charge

6
<PAGE> 48

FEDERAL TAX CONSIDERATIONS

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

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS
Federal tax law requires that minimum annual distributions begin by
April 1st of the calendar year following the calendar year in which a
participant under a qualified plan, a Section 403(b) annuity, or an IRA attains
age 70 1/2. Distributions must also begin or be continued according to required
patterns following the death of the contract owner or the annuitant.

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

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

SIMPLE PLAN IRA FORM

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

ROTH IRAS
Effective January 1, 1998, Section 408A of the Code permits certain
individuals to contribute to a Roth IRA. Eligibility to make contributions is
based upon income, and the applicable limits vary based on marital status and/or
whether the contribution is a rollover contribution from another IRA or an
annual contribution. Contributions to a Roth IRA, which are subject to certain
limitations ($2,000 per year for annual contributions), are not deductible and
must be made in cash or as a rollover or transfer from another Roth IRA or other
IRA. A conversion of a "traditional" IRA to a Roth IRA may be subject to tax and
other special rules apply. You should consult a tax adviser before combining any
7
<PAGE> 49

converted amounts with other Roth IRA contributions, including any other
conversion amounts from other tax years.

Qualified distributions from a Roth IRA are tax-free. A qualified
distribution requires that the Roth IRA has been held for at least 5 years, and
the distribution is made after age 59 1/2, on death or disability of the owner,
or for a limited amount ($10,000) for a qualified first time home purchase for
the owner or certain relatives. Income tax and a 10% penalty tax may apply to
distributions made (1) before age 59 1/2(subject to certain exceptions) or (2)
during five taxable years starting with the year in which the first contribution
is made to the Roth IRA.

<PAGE> 50

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

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

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

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

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

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

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

(c) a minimum required distribution as defined under the tax law is taken
after the attainment of the age of 701/2 or as otherwise required by
law.

A distribution including a rollover that is not a direct rollover will
be subject to the 20% withholding, and a 10% additional tax penalty may apply to
any amount not added back in the rollover. The 20% withholding may be recovered
when the participant or beneficiary files a personal income tax return for the
year if a rollover was completed within 60 days of receipt of the funds, except
to the extent that the participant or spousal beneficiary is otherwise
underwithheld or short on estimated taxes for that year.

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

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

<PAGE> 51

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

The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage withholding
tables as if the recipient were married claiming three exemptions. A recipient
may elect not to have income taxes withheld or have income taxes withheld at a
different rate by providing a completed election form. Election forms will be
provided at the time distributions are requested. This form of withholding
applies to all annuity programs. As of January 1, 1998, a recipient receiving
periodic payments (e.g., monthly or annual payments under an annuity option)
which total $15,200 or less per year, will generally be exempt from periodic
withholding.

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

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

INDEPENDENT ACCOUNTANTS

The consolidated financial statements of the Travelers Life and Annuity
Company and Subsidiaries as of December 31, 1997 and 1996, and for each of the
years in the three-year period ended December 31, 1997, have been included
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

10
<PAGE> 52

THIS PAGE INTENTIONALLY LEFT BLANK

11
<PAGE> 53

TRAVELERS RETIREMENT VARIABLE ANNUITY

STATEMENT OF ADDITIONAL INFORMATION
SEPARATE ACCOUNT SIX

Group Variable Annuity Contract
issued by

The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183

, 1998
L-21257S

12
<PAGE> 54
PART C

Other Information

Item 24. Financial Statements and Exhibits

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

The financial statements of The Travelers Life and Annuity Company
and the report of Independent Accountants, are contained in the
Statement of Additional Information. The financial statements of
The Travelers Life and Annuity Company include:

To be filed by amendment

(b) Exhibits

1. Resolution of The Travelers Life and Annuity Company Board of
Directors authorizing the establishment of the Registrant.

2. Not Applicable.

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

3(b). Form of Selling Agreement. (Incorporated herein by reference to
Exhibit 3(b) to the Registration Statement on Form N-4, File No.
333-40191, filed June 10, 1998.)

4. Variable Annuity Contract. To be filed by amendment

5. Application. To be filed by amendment

6(a). Charter of The Travelers Life and Annuity Company, as amended on
April 10, 1990. (Incorporated herein by reference to Exhibit 6(a)
to the Registration Statement on Form N-4, File No. 333-40191, filed
November 13, 1998.)

6(b). By-Laws of The Travelers Life and Annuity Company, as amended on
October 20, 1994. (Incorporated herein by reference to Exhibit 6(b)
to the Registration Statement on Form N-4, File No. 333-40191, filed
November 13, 1998.)

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

10(a). Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants. To be filed by amendment.

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

15. Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah
as signatory for Michael A. Carpenter, Jay S. Benet, George C.
Kokulis, Robert I. Lipp, Ian R. Stuart, Katherine M. Sullivan and
Marc P. Weill.
<PAGE> 55
Item 25. Directors and Officers of the Depositor

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

Principal Business Address:
* The Travelers Life and Annuity Company ** Travelers Group Inc.
One Tower Square 388 Greenwich Street
Hartford, CT 06183 New York, N.Y. 10013
</TABLE>

Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

Incorporated herein by reference to Item 26 to Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4, File No. 33-58131
filed April 10, 1998.

Item 27. Number of Contract Owners

Not applicable.
<PAGE> 56
Item 28. Indemnification

Section 33-770 of the Connecticut General Statutes ("C.G.S.") regarding
indemnification of directors and officers of Connecticut corporations provides
in general that Connecticut corporations shall indemnify their officers,
directors and certain other defined individuals against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses actually incurred
in connection with proceedings against the corporation. The corporation's
obligation to provide such indemnification generally does not apply unless (1)
the individual is successful on the merits in the defense of any such
proceeding; or (2) a determination is made (by persons specified in the
statute) that the individual acted in good faith and in the best interests of
the corporation; or (3) the court, upon application by the individual,
determines in view of all of the circumstances that such person is fairly and
reasonably entitled to be indemnified, and then for such amount as the court
shall determine. With respect to proceedings brought by or in the right of the
corporation, the statute provides that the corporation shall indemnify its
officers, directors and certain other defined individuals, against reasonable
expenses actually incurred by them in connection with such proceedings, subject
to certain limitations.

C.G.S. Section 33-770 provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

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

Rule 484 Undertaking

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liability (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 57
Item 29. Principal Underwriter

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

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

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

<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ----------------
<S> <C>
Russell H. Johnson Chairman of the Board Chief Executive Officer,
President and Chief Operating Officer
Jay S. Benet Member, Board of Directors
George C. Kokulis Member, Board of Directors
Warren H. May Member, Board of Directors
Joanne K. Russo Member, Board of Directors, Senior Vice President
William F. Scully, III Member, Board of Directors, Senior Vice President
Cynthia P. Macdonald Vice President, Chief Compliance Officer, and
Assistant Secretary
William D. Wilcox General Counsel and Secretary
Kathleen A. McGah Assistant Secretary and Counsel
Donald R. Munson, Jr. Senior Vice President
Stuart L. Baritz Vice President
</TABLE>
<PAGE> 58
<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ----------------
<S> <C>
Michael P. Kiley Vice President
Tracey Kiff-Judson Vice President - Operations and Trading
Whitney F. Burr Second Vice President
Marlene M. Ibsen Second Vice President
Robin A. Jones Second Vice President
John F. Taylor Second Vice President
John J. Williams, Jr. Director and Assistant Compliance Officer
Dennis D. D'Angelo Director
George Markoulakis Director
John H. Straka Director
Thomas P. Tooley Director
</TABLE>

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

Item 30. Location of Accounts and Records

(1) The Travelers Life and Annuity Company
One Tower Square
Hartford, Connecticut 06183

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

The undersigned Registrant hereby undertakes:

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

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

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

The Company hereby represents:

(a). That the aggregate charges under the Contracts of the Registrant
described herein are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the
Company.
<PAGE> 59
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement to be signed
on its behalf in the City of Hartford, State of Connecticut, on July 9, 1998.

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES
(Registrant)

THE TRAVELERS LIFE AND ANNUITY COMPANY
(Depositor)

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

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on July 9, 1998.

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

*JAY S. BENET Director and Senior Vice President
- -------------------------------------------
(Jay S. Benet)

*GEORGE C. KOKULIS Director and Senior Vice President
- -------------------------------------------
(George C. Kokulis

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

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

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

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

*By: Ernest J. Wright, Attorney-in-Fact

<PAGE> 60
EXHIBIT INDEX

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

3 Form of Distribution and Management Agreement among Electronically
the Registrant, The Travelers Life and Annuity Company and
Tower Square Securities, Inc.

3(b) Form of Selling Agreement. (Incorporated herein by reference
to Exhibit 3(b) to the Registration Statement on Form N-4,
File No. 333-40191, filed June 10, 1998.)

4 Form of Variable Annuity Contract. To be filed by
amendment

5 Application. To be filed by
amendment

6(a) Charter of The Travelers Life and Annuity Company, as amended
on October 19, 1994. (Incorporated herein by reference to
Exhibit 6(a) to the Registration Statement on Form N-4,
File No. 333-40193, filed November 13, 1998.)

6(b) By-Laws of The Travelers Life and Annuity Company, as amended
on October 20, 1994. (Incorporated herein by reference to
Exhibit 6(a) to the Registration Statement on Form N-4,
File No. 333-40193, filed November 13, 1998.)

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

10(a) Consent of KPMG Peat Marwick LLP, Independent To be filed by
Certified Public Accountants. amendment

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

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

<PAGE> 1
EXHIBIT 1
CERTIFICATE

I, ERNEST J. WRIGHT, Secretary of THE TRAVELERS LIFE AND ANNUITY
COMPANY, DO HEREBY CERTIFY that at a meeting of the Board of Directors of The
Travelers Insurance Company held on the 9th day of July 1993, at which a quorum
was present and voting, the following resolutions were adopted:

VOTED: That pursuant to authority granted by Section 38a-433 of the
Connecticut General Statutes, the proper officers of the Company are
authorized to establish a separate account or accounts to invest in
shares of investment companies pursuant to plans and contracts issued
and sold by the Company in connection therewith.

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

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

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

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

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
TRAVELERS LIFE AND ANNUITY COMPANY at Hartford, Connecticut, this 2nd day of
July 1998.

/s/Ernest J. Wright
Secretary

<PAGE> 1
EXHIBIT 3(A)

FORM OF
DISTRIBUTION AND MANAGEMENT AGREEMENT

DISTRIBUTION AND MANAGEMENT AGREEMENT made this __th day of ________,
1998, by and among The Travelers Life and Annuity Company, a Connecticut stock
insurance company (hereinafter the "Company"), Tower Square Securities, Inc., a
Connecticut general business corporation (hereinafter "TSSI"), and The
Travelers Separate Account Six for Variable Annuities (hereinafter "Separate
Account Six "), a separate account of the Company established by its President
and Chief Executive Officer pursuant to a resolution of the Company's Board of
Directors on June 8, 1998, pursuant to Section 38a-433 of the Connecticut
General Statutes.

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

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

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

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

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

(b) necessary personnel for managing the affairs of Separate Account
Six, including clerical, bookkeeping, accounting and other office
personnel;

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

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

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

(f) the charges and expenses of any custodian or depository appointed
by Separate Account Six for the safekeeping of its cash,
securities and other property; and

(g) the charges and expenses of independent accountants retained by
Separate Account Six.

5. The services of the Company and TSSI to Separate Account Six
hereunder are not to be deemed exclusive and the Company and TSSI shall be free
to render similar services to others so long as its services hereunder are not
impaired or interfered with thereby.

<PAGE> 1
EXHIBIT 9

July 2, 1998

The Travelers Life and Annuity Company
The Travelers Separate Account Six
For Variable Annuities
One Tower Square
Hartford, Connecticut 06183

Gentlemen:

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

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

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

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

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

Very truly yours,

/s/Katherine M. Sullivan
General Counsel
The Travelers Life and Annuity Company

<PAGE> 1
EXHIBIT 15

THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of June
1998.

/s/Michael A. Carpenter
Chairman of the Board, President
and Chief Executive Officer
The Travelers Life and Annuity Company
<PAGE> 2
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of June
1998.

/s/Jay S. Benet
Director and Senior Vice President
The Travelers Life and Annuity Company
<PAGE> 3
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of June
1998.

/s/George C. Kokulis
Director and Senior Vice President
The Travelers Life and Annuity Company
<PAGE> 4
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of June
1998.

/s/Robert I. Lipp
Director
The Travelers Life and Annuity Company
<PAGE> 5
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of June
1998.

/s/Ian R. Stuart
Director, Senior Vice President and
Chief Financial Officer
The Travelers Life and Annuity Company
<PAGE> 6
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of June
1998.

/s/Katherine M. Sullivan
Director, Senior Vice President and
General Counsel
The Travelers Life and Annuity Company
<PAGE> 7
THE TRAVELERS SEPARATE ACCOUNT SIX FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of June
1998.

/s/Marc P. Weill
Director
The Travelers Life and Annuity Company