TRAVELERS SEPARATE ACCOUNT SEVEN FOR VARIABLE ANNUITIES, N-4, 1998-07-30

TRAVELERS SEPARATE ACCOUNT SEVEN FOR VARIABLE ANNUITIES
N-4, 1998-07-30

Previous: TRAVELERS SEPARATE ACCOUNT SEVEN FOR VARIABLE ANNUITIES, N-8A, 1998-07-30

Next: TRAVELERS SEPARATE ACCOUNT EIGHT FOR VARIABLE ANNUITIES, N-8A, 1998-07-30

<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 SEVEN FOR VARIABLE ANNUITIES
-----------------------------------------------------------
(Exact name of Registrant)

THE TRAVELERS INSURANCE COMPANY
-------------------------------
(Name of Depositor)

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

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

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

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

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

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

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 SEVEN 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 PREMIER ADVISERS -- ASSET MANAGER
VARIABLE ANNUITY CONTRACT PROFILE
__________ , 1998

THIS PROFILE SUMMARIZES 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
THE TRAVELERS INSURANCE COMPANY. "YOU" AND "YOUR" REFER TO THE CONTRACT OWNER.

1. THE VARIABLE ANNUITY CONTRACT. The Contract is intended for retirement
savings or other long-term investment purposes. We may issue it as an individual
Contract or as a group Contract. In states where only group Contracts are
available, you will be issued a certificate summarizing the provisions of the
group Contract. For convenience, we refer to Contracts and certificates as
"Contracts." The Contract provides a choice of a standard or enhanced death
benefit as well as guaranteed income options. You direct your payment(s) to one
or more of the variable funding options listed in Section 4 and/or to the Fixed
Account. We guarantee money directed to the Fixed Account as to principal and
interest. The variable funding options are designed to produce a higher rate of
return than the Fixed Account; however, this is not guaranteed. You may also
lose money in the variable funding options.

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

2. ANNUITY PAYMENTS (THE INCOME PHASE). You may choose to receive annuity
payments from the Fixed Account or the variable funding options. If you want to
receive payments from your annuity, you can choose one of 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 3 can also be
elected with payments continuing at a reduced rate after the death of one payee.
There are also two Income Options: Fixed Amount -- the contract value will be
paid to you in equal payments; or Fixed Period -- the contract value will be
used to make payments for a fixed time period. If you should die before the end
of the Fixed Period, the remaining amount would go to your beneficiary.

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

3. PURCHASE. You may purchase the Contract with an initial payment of at least
$20,000. You may make additional payments of at least $500 at any time during
the accumulation phase.
<PAGE> 5

WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with (1) individual nonqualified purchases; (2) rollovers from
Individual Retirement Annuities (IRAs); and (3) rollovers from other qualified
retirement plans. Qualified contracts include contracts qualifying under Section
401(a), 403(b), or 408(b) of the Internal Revenue Code of 1986, as amended.

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

MORGAN STANLEY UNIVERSAL FUNDS, INC.:
Emerging Markets Equity Portfolio
Global Equity Portfolio
Mid Cap Value Portfolio
Value Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.:
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable High Yield Bond Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Strategic Bond Fund
VAN KAMPEN AMERICAN CAPITAL LIFE
INVESTMENT TRUST:
Domestic Income Portfolio
Emerging Growth Portfolio
Enterprise Portfolio
Government Portfolio
Growth and Income Portfolio
Money Market Portfolio
Morgan Stanley Real Estate Securities
Portfolio

5. EXPENSES. The Contract has insurance features and investment features, and
there are costs related to each. For Contracts with a value of less than
$75,000, the Company deducts an annual contract administrative charge of $50.
The subaccount administrative charge and the mortality and expense risk ("M&E")
charge are deducted from the amounts in the variable funding options. The
subaccount charge is .15% annually. The annual M&E charge depends on the death
benefit you choose:

<TABLE>
<CAPTION>
CONTRACT YEARS 1-6 CONTRACT YEARS 7 AND LATER
------------------ --------------------------
<S> <C> <C>
Standard Death Benefit................... 1.45% 1.40%
Enhanced Death Benefit................... 1.60% 1.40%
</TABLE>

Each funding option has a charge for investment management and other expenses.
The charges, which vary by funding option, range from 0.60% to 1.75% annually,
of the average daily net asset balance of the funding option.

If you withdraw amounts under the contract, or if you begin receiving annuity
payments, the Company may be required by your state to deduct a premium tax of
0%-5%.

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charge" column includes the maximum mortality and
expense risk charges, the sub-account administrative charge, and reflects the
annual contract administrative charge as .0006%. The "Total Annual Funding
Option Expenses" column reflects the investment charges for each portfolio,
including any expense waiver or reimbursement. The column "Total Annual Charges"
reflects the sum of the previous two columns. The columns under the heading
"Examples" show you 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
total annual charges assessed during that time. Information for the Standard
Death Benefit ("a") and the Enhanced Death Benefit ("b") is provided, and the
examples reflect the M&E charge decrease in the seventh contract year. For these
examples, the premium tax is assumed to be 0%.

ii
<PAGE> 6

<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
DEATH BENEFIT ANNUAL FUNDING TOTAL AT END OF:
A = STANDARD INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME B = ENHANCED CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
Emerging Markets Equity Portfolio............ (a) % 1.75% % $ $
(b) 1.75%
Global Equity Portfolio...................... (a) 1.15%
(b) 1.15%
Mid Cap Value Portfolio...................... (a) 1.05%
(b) 1.05%
Value Portfolio.............................. (a) 0.85%
(b) 0.85%
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.:
Variable Investors Fund...................... (a) 1.00%
(b) 1.00%
Variable Capital Fund........................ (a) 1.00%
(b) 1.00%
Variable High Yield Bond Fund................ (a) 1.00%
(b) 1.00%
Variable Strategic Bond Fund................. (a) 1.00%
(b) 1.00%
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT
TRUST:
Domestic Income Portfolio.................... (a) 0.60%
(b) 0.60%
Emerging Growth Portfolio.................... (a) 0.85%
(b) 0.85%
Enterprise Portfolio......................... (a) 0.60%
(b) 0.60%
Government Portfolio......................... (a) 0.60%
(b) 0.60%
Growth and Income Portfolio.................. (a) 0.75%
(b) 0.75%
Money Market Portfolio....................... (a) 0.60%
(b) 0.60%
Morgan Stanley Real Estate Securities
Portfolio.................................. (a) 1.07%
(b) 1.07%
</TABLE>

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

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

7. ACCESS TO YOUR MONEY. You can take withdrawals any time during the
accumulation phase. While there is no withdrawal charge, income taxes and a
penalty tax may apply to taxable amounts withdrawn.

8. DEATH BENEFIT. You may choose to purchase the Standard or the Enhanced Death
Benefit. The death benefit applies upon the first death of the owner, joint
owner, or annuitant. Assuming you are the Annuitant, the death benefit is as
follows: If you die before the Contract is in the income

iii
<PAGE> 7

phase, the person you have chosen as your beneficiary will receive a death
benefit. The death benefit paid depends on your age at the time of your death.
The death benefit value is calculated at the close of the business day on which
the Company's Home Office receives due proof of death.

Under the STANDARD DEATH BENEFIT, if you die before the maturity date, the
person you have selected as the beneficiary will receive an amount equal to the
greater of:

1) the contract value; or

2) the total purchase payments made under the Contract.

Under the ENHANCED DEATH BENEFIT, if you die before the contract maturity date,
the beneficiary will receive the greatest of:

1) the contract value;

2) total purchase payments made under the Contract; or

3) the maximum "Step-Up Value" associated with any anniversary occurring
on or before the annuitant's 80th birthday. The value on each
anniversary is increased by subsequent purchase payments, and
reduced, for withdrawals, by a "partial withdrawal amount." An
example of this is provided in the prospectus.

NOTE: In all cases described above, for the Standard and Enhanced Death
Benefits, amounts will be reduced by loans outstanding, premium taxes owed and
partial withdrawals not previously deducted. The enhanced death benefit may not
be available in all states. Certain states may have varying age requirements.
Please refer to the Contract prospectus for more details.

9. OTHER INFORMATION

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

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

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

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

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

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

10. INQUIRIES. If you need more information, please contact us at (800)
599-9460 or:
Travelers Insurance Company
Annuity Investor Services
One Tower Square
Hartford, CT 06183

iv
<PAGE> 8

TRAVELERS PREMIER ADVISERS -- ASSET MANAGER PROSPECTUS:

THE TRAVELERS SEPARATE ACCOUNT SEVEN
FOR VARIABLE ANNUITIES

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

Your purchase payments will accumulate on a fixed basis and/or a variable basis
depending on the investment options you select. You may direct your purchase
payments to the Fixed Account (funded through the Company's general account)
and/or to one or more of the sub-accounts ("funding options") of the Travelers
Separate Account Seven for Variable Annuities ("Separate Account"). Your
contract value will vary daily to reflect the investment experience of the
funding options you select and any interest credited to the Fixed Account. The
variable funding options are:

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

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about the Separate
Account 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 Insurance Company, Annuity Investor
Services, One Tower Square, Hartford, Connecticut 06183, call (800) 599-9460 or
access the SEC's website (http://www.sec.gov). See Appendix B for the SAI's
table of contents.

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

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS 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> 9

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................. 2
FEE TABLE.............................. 3
THE ANNUITY CONTRACT................... 5
Purchase Payments...................... 5
Accumulation Units..................... 6
The Funding Options.................... 6
CHARGES AND DEDUCTIONS................. 8
General Administrative Charges......... 8
Mortality and Expense Risk Charge...... 8
Reduction or Elimination of Contract
Charges.............................. 8
Funding Option Expenses................ 8
Premium Tax............................ 8
Changes in Taxes Based Upon Premium or
Value................................ 9
TRANSFERS.............................. 10
Dollar Cost Averaging.................. 10
ACCESS TO YOUR MONEY................... 10
Systematic Withdrawals................. 10
Loans.................................. 11
OWNERSHIP PROVISIONS................... 9
Types of Ownership..................... 9
Beneficiary............................ 9
Annuitant.............................. 9
DEATH BENEFIT.......................... 11
Death Proceeds Before the Maturity
Date................................. 11
Payment of Proceeds.................... 11
Death Proceeds After the Maturity
Date................................. 12
THE ANNUITY PERIOD..................... 12
Maturity Date.......................... 12
Allocation of Annuity.................. 13
Variable Annuity....................... 13
Fixed Annuity.......................... 13
PAYMENT OPTIONS........................ 13
Election of Options.................... 13
Annuity Options........................ 14
Income Options......................... 16
MISCELLANEOUS CONTRACT PROVISIONS...... 15
Right to Return........................ 15
Termination............................ 15
Required Reports....................... 15
Suspension of Payments................. 16
Transfers of Contract Values to Other
Annuities............................ 16
THE SEPARATE ACCOUNT................... 16
Performance Information................ 16
FEDERAL TAX CONSIDERATIONS............. 17
General Taxation of Annuities.......... 17
Types of Contracts: Qualified or
Nonqualified......................... 17
Nonqualified Annuity Contracts......... 18
Qualified Annuity Contracts............ 18
Penalty Tax for Premature
Distributions........................ 18
Diversification Requirements for
Variable Annuities................... 19
Ownership of the Investments........... 19
Mandatory Distributions for Qualified
Plans................................ 19
OTHER INFORMATION...................... 19
The Insurance Company.................. 19
IMSA................................... 20
Year 2000 Compliance................... 20
Distribution of Variable Annuity
Contracts............................ 20
Conformity with State and Federal
Laws................................. 20
Voting Rights.......................... 20
Legal Proceedings And Opinions......... 21
APPENDIX A: The Fixed Account.......... 22
APPENDIX B: Contents of the Statement
of Additional Information............ 23
</TABLE>

INDEX OF SPECIAL TERMS

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

<TABLE>
<S> <C>
Accumulation Unit...................... 6
Accumulation Period.................... 6
Annuitant.............................. 10
Annuity Payments....................... 5
Annuity Unit........................... 9
Contract Date.......................... 5
Contract Owner (You, Your)............. 5
Contract Value......................... 5
Contract Year.......................... 5
Fixed Account.......................... 22
Funding Option(s)...................... 6
Income Payments........................ 5
Maturity Date.......................... 5
Purchase Payment....................... 5
Written Request........................ 6
</TABLE>

2
<PAGE> 10

SEPARATE ACCOUNT SEVEN FEE TABLE
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
Annual Contract Administrative Charge (Waived if
contract value is $75,000 or more) $50
</TABLE>

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

<TABLE>
<CAPTION>
CONTRACT YEARS 1-6 CONTRACT YEARS 7 AND LATER
------------------ --------------------------
<S> <C> <C>
STANDARD DEATH BENEFIT
Mortality & Expense Risk Charge................ 1.45% 1.40%
Administrative Expense Charge.................. 0.15% 0.15%
---- ----
Total Separate Account Charges............. 1.60% 1.55%
ENHANCED DEATH BENEFIT
Mortality & Expense Risk Charge................ 1.60% 1.40%
Administrative Expense Charge.................. 0.15% 0.15%
---- ----
Total Separate Account Charges............. 1.75% 1.55%
</TABLE>

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

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
FEE EXPENSES EXPENSES
(AFTER EXPENSES (AFTER EXPENSES (AFTER EXPENSES
PORTFOLIO NAME ARE REIMBURSED) ARE REIMBURSED) ARE REIMBURSED)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
Emerging Markets Equity Portfolio.............. 0.00%(1) 1.75% 1.75%
Global Equity Portfolio........................ 0.00%(1) 1.15% 1.15%
Mid Cap Value Portfolio........................ 0.00%(1) 1.05% 1.05%
Value Portfolio................................ 0.00%(1) 0.85% 0.85%
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.:
Salomon Brothers Variable Investors Fund....... 0.70% 0.30%(2) 1.00%
Salomon Brothers Variable Capital Fund......... 0.85% 0.15%(2) 1.00%
Salomon Brothers Variable High Yield Bond Fund... 0.75% 0.25%(2) 1.00%
Salomon Brothers Variable Strategic Bond
Fund......................................... 0.75% 0.25%(2) 1.00%
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST:
Domestic Income Portfolio...................... 0.05%(3) 0.55% 0.60%
Emerging Growth Portfolio...................... 0.00%(3) 0.85% 0.85%
Enterprise Portfolio........................... 0.44%(3) 0.16% 0.60%
Government Portfolio........................... 0.36%(3) 0.24% 0.60%
Growth and Income Portfolio.................... 0.00%(3) 0.75% 0.75%
Money Market Portfolio......................... 0.12%(3) 0.48% 0.60%
Morgan Stanley Real Estate Securities
Portfolio.................................... 1.00%(3) 0.07% 1.07%
</TABLE>

NOTES:

(1) The Advisers, with respect to the Portfolios listed in the Morgan Stanley
Universal Funds, Inc. Series Trust, have voluntarily agreed to a reduction
in its management fees and to reimburse the Portfolios for which it acts as
investment adviser if such fees would cause total annual operating expenses
to exceed the amounts set forth in the tables above. Absent of such
reductions, the expenses would have been as follow:

3
<PAGE> 11

(2) Reflects the voluntary agreement by Salomon Brothers Asset Management to
impose an expense cap for the fiscal year ending December 31, 1998 on the
total annual operating expenses of each fund at the amount shown in the
table through the reimbursement of expenses. Absent such agreement, the
ratio of other expenses and total operating expenses would be:

(3) Van Kampen American Capital has voluntarily agreed to a reduction in its
management fees and to reimburse the Portfolios for which it acts as
investment adviser if such fees would cause total annual operating expenses
to exceed the amounts set forth in the tables above. Absent such reductions,
the expenses would have been:

<TABLE>
<CAPTION>
TOTAL ANNUAL
MANAGEMENT OTHER OPERATING
PORTFOLIO FEES EXPENSES EXPENSES
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Domestic Income Portfolio...................... 0.50% 0.55% 1.05%
Enterprise Portfolio........................... 0.50% 0.16% 0.66%
Emerging Growth Portfolio...................... 0.70% 1.44% 2.14%
Government Portfolio........................... 0.50% 0.24% 0.74%
Growth and Income Portfolio.................... 0.60% 1.03% 1.63%
Morgan Stanley Real Estate Securities
Portfolio.................................... (no waiver) (no waiver) (no waiver)
Money Market Portfolio......................... 0.50% 0.48% 0.98%
</TABLE>

EXAMPLE*

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

<TABLE>
<CAPTION>
STANDARD DEATH BENEFIT ENHANCED DEATH BENEFIT
AT THE END OF THE PERIOD SHOWN AT THE END OF THE PERIOD SHOWN
- ------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME 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>
MORGAN STANLEY UNIVERSAL FUNDS,
INC.:
Emerging Markets Portfolio...... $ $ $ $ $ $ $ $
Global Equity Portfolio.........
Mid Cap Value Portfolio.........
Value Portfolio.................
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.:
Variable Capital Fund...........
Variable High Yield Bond Fund...
Variable Investors Fund.........
Variable Strategic Bond Fund....
VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST:
Domestic Income Portfolio.......
Emerging Growth Portfolio.......
Enterprise Portfolio............
Government Portfolio............
Growth and Income Portfolio.....
Money Market Portfolio..........
Morgan Stanley Real Estate
Securities Portfolio..........
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE REFLECTS THE ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL CHARGE
OF .0006% OF ASSETS.

4
<PAGE> 12

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

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

PURCHASE PAYMENTS

The initial purchase payment must be at least $20,000. You may make additional
payments of at least $500 at any time. Under certain circumstances, we may waive
the minimum purchase payment requirement. Purchase payments over $1,000,000 may
be made with our prior consent.

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

ACCUMULATION UNITS

An accumulation unit is used to calculate the value of a Contract. An
accumulation unit works like a share of a mutual fund. Each funding option has a
corresponding accumulation unit value. The accumulation units are valued each
business day and their values may increase or decrease from day to day. The
number of accumulation units we will credit to your Contract once we receive a
purchase payment is determined by dividing the amount directed to each funding
option by the value of its accumulation unit. We calculate the value of an
accumulation unit for each funding option each day after the New York Stock
Exchange closes. After the value is calculated, we credit your Contract. The
period between the contract effective date and the maturity date is the
accumulation period. 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 variable funding options to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account, which invest in the underlying mutual funds. 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 fund. Since each option has
varying degrees of risk, please read the prospectuses carefully before
investing. Contact your registered representative or call 1-800-599-9460 to
request additional copies of the prospectuses.

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

5
<PAGE> 13

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
FUNDING INVESTMENT INVESTMENT
OPTION OBJECTIVE ADVISER/SUBADVISER
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
MORGAN STANLEY UNIVERSAL
FUNDS, INC.:
Emerging Markets Equity Seeks long-term capital appreciation by investing Morgan Stanley Asset
Portfolio primarily in equity securities of emerging market Management Inc. ("MSAM")
country issuers with a focus on those in which the
adviser believes the economies are developing strongly
and in which the markets are becoming more
sophisticated.
Global Equity Portfolio Seeks long-term capital appreciation by investing MSAM
primarily in equity securities of issuers throughout the
world, including the U.S.
Mid Cap Value Portfolio Seeks above-average total return over a market cycle of Miller Anderson &
three to five years by investing in common stock and Sherrerd, LLP ("MAS")
other equity securities of issuers with equity
capitalizations in the range of the companies
represented in the S&P Mid Cap 400 Index (currently $100
million to $8 billion).
Value Portfolio Seeks above-average total return over a market cycle of MAS
three to five years by investing primarily in a
diversified portfolio of common stocks and other equity
securities that the adviser believes to be relatively
undervalued based on various measures such as price
earnings ratios and price book ratios.
SALOMON BROTHERS VARIABLE
SERIES FUNDS, INC.:
Variable Capital Fund Capital appreciation, primarily through investments in Salomon Brothers Asset
common stocks which are believed to have above-average Management ("SBAM")
price appreciation potential and which may involve
above-average risk.
Variable High Yield To maximize current income, and, secondarily, to seek SBAM
Bond Fund capital appreciation through investments in medium or
lower rating categories.
Variable Investors Fund Long-term growth of capital, and, secondarily, current SBAM
income, through investments in common stocks of well-
known companies.
Variable Strategic Bond Seeks a high level of current income. As a secondary SBAM
Fund objective, the portfolio will seek capital appreciation.
VAN KAMPEN AMERICAN CAPITAL
LIFE INVESTMENT TRUST:
Domestic Income Seeks current income, primarily and capital appreciation Van Kampen American
Portfolio as a secondary objective only when consistent with its Capital Asset Management,
primary investment objective. The Portfolio attempts to Inc. ("VKACAM")
achieve these objectives through investment primarily in
a diversified portfolio of fixed-income securities. The
Portfolio may invest in investment-grade securities and
lower rated and nonrated securities. Lower rated
securities (commonly known as "junk bonds") are regarded
by the rating agencies as predominantly speculative with
respect to the issuer's continuing ability to meet
principal and interest payments.
Emerging Growth Seeks capital appreciation by investing in a portfolio VKACAM
Portfolio of securities consisting principally of common stocks of
small and medium sized companies considered by the
adviser to be emerging growth companies.
Enterprise Portfolio Seeks capital appreciation through investments believed VKACAM
by the Adviser to have above-average potential for
capital appreciation.
Government Portfolio Seeks to provide investors with a high current return VKACAM
consistent with preservation of capital by investing
primarily in debt securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities.
Growth and Income Seeks long-term growth of capital and income by VKACAM
Portfolio investing primarily in income-producing equity
securities, including common stocks and convertible
securities.
</TABLE>

6
<PAGE> 14

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

GENERAL

We deduct the charges described below. The charges are for the service and
benefits we provide, costs and expenses we incur, and risks we assume under the
Contracts. Services and benefits we provide include: the ability for you to make
withdrawals and surrenders under the Contracts; the death benefit paid on the
death of the contract owner, annuitant, or first of the joint contract owners,
the available funding options and related programs, including dollar-cost
averaging, portfolio rebalancing, and systematic withdrawal programs;
administration of the annuity options available under the Contracts; and the
distribution of various reports to contract owners. Costs and expenses we incur
include 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 amount of the death
benefit will be greater than the contract value or the maximum of all step-up
values for the Enhanced Death Benefit and that the costs of providing the
services and benefits under the Contracts will exceed the charges deducted. We
may also deduct a charge for taxes.

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

ADMINISTRATIVE CHARGES

We will deduct an annual contract administrative charge on the fourth Friday of
each August from Contracts with a value of less than $75,000 on that date. This
charge compensates us for expenses incurred in establishing and maintaining the
Contract. The $50 charge is deducted from the contract value by canceling
accumulation units applicable to each variable funding option on a pro rata
basis. For the first contract year this charge will be prorated (i.e.
calculated) from the date of purchase. A prorated charge will also be made if
the Contract is completely withdrawn or terminated. We will not deduct a
contract administrative charge: (1) if the distribution results from the death
of the contract owner or the annuitant with no contingent annuitant surviving,
(2) after an annuity payout has begun, or (3) if the contract value on the date
of assessment is equal to or greater than $75,000.

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

7
<PAGE> 15

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk ("M&E")
charge from amounts held in the variable funding options. The deduction is
reflected in our calculation of accumulation and annuity unit values. We reserve
the right to lower this charge at any time.

If you choose the Standard Death Benefit, the M&E charge is 1.45% annually for
the first six Contract years. Beginning in the seventh year, the charge is
reduced to 1.40%.

If you choose the Enhanced Death Benefit, the M&E charge is 1.60% annually for
the first six Contract years. Beginning in the seventh Contract year, the charge
is reduced to 1.40%.

FUNDING OPTION EXPENSES

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

PREMIUM TAX

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

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

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

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

DOLLAR COST AVERAGING

Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly or quarterly basis so that
more accumulation units are purchased in a funding option if the 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. (For Contracts issued in New York, the election must
be made in writing.) You must have a minimum total contract value of $5,000 to
enroll in the Dollar Cost Averaging program. The minimum amount that may be
transferred through this program is $400.

8
<PAGE> 16

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

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

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

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

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

SYSTEMATIC WITHDRAWALS

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

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

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

LOANS

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

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

TYPES OF OWNERSHIP

Contract Owner (you). The Contract belongs to the contract owner named in the
Contract (on the Specifications page), or to any other person to whom the
contract is subsequently assigned. An assignment of ownership or a collateral
assignment may be made only for nonqualified

9
<PAGE> 17

contracts. You have sole power during the annuitant's lifetime to exercise any
rights and to receive all benefits given in the contract provided you have not
named an irrevocable beneficiary and provided the Contract is not assigned.

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

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

BENEFICIARY

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

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

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

ANNUITANT

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

For nonqualified Contracts only, the contract owner may also name one individual
as a contingent annuitant by written request before the Contract becomes
effective. If the annuitant dies before the maturity date, and a contingent
annuitant has been named, the contingent annuitant becomes the annuitant and the
Contract continues. A contingent annuitant may not be changed, deleted or added
after the Contract becomes effective.

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

Before the maturity date, when there is no contingent annuitant, a death benefit
is payable when either the annuitant, the contract owner or the first of joint
owners dies. At purchase, you elect either the Standard Death Benefit, or the
Enhanced Death Benefit. The death benefit is calculated at the close of the
business day on which the Company's Home Office receives due proof of death and
written payment instructions.

DEATH PROCEEDS BEFORE THE MATURITY DATE

STANDARD DEATH BENEFIT: The Company will pay the beneficiary an amount equal to
the greater of (1) and (2) below, each reduced by any applicable premium tax,
withdrawals not previously deducted and any outstanding loans:

1) the contract value; or

2) the total purchase payments made under the Contract.

10
<PAGE> 18

ENHANCED DEATH BENEFIT: The Company will pay the beneficiary a death benefit in
an amount equal to the greatest of (1), (2) or (3) below, each reduced by any
applicable premium tax, withdrawals not previously deducted and any outstanding
loans:

1) the contract value;

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

3) the maximum "step-up value" associated with any contract year
anniversary occurring before the annuitant's 80th birthday.

Under Option (3), the step-up value established on each anniversary is increased
by the amount of any subsequent purchase payments and reduced by a partial
withdrawal reduction for any withdrawals. Below is an example of how the partial
withdrawal reduction works.

PARTIAL WITHDRAWAL REDUCTION. On each contract anniversary, a step-up value is
established, and equals the contract value on that day. If you make a partial
surrender, each step-up value is reduced by a partial surrender reduction which
equals (1) the step-up value multiplied by (2) the amount of the partial
surrender divided by the contract value before the surrender.

For example, assume your current contract value is $55,000. If your original
step-up value is $50,000, and you decide to make a partial withdrawal of
$10,000, the step-up value would be reduced as follows:

50,000 x (10,000/55,000)59,000

Your new step-up value would be 50,000-9,000, or $41,000

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

50,000 x (10,000/30,000)516,500

Your new step-up value would be 50,000-16,500, or $33,500

PAYMENT OF PROCEEDS

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

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

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

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

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

DEATH OF CONTRACT OWNER WHO IS NOT THE ANNUITANT: The Company will pay the
proceeds to any surviving joint owner, or if none, to the beneficiary(ies), or
if none, to the contract owner's estate.

11
<PAGE> 19

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

DEATH PROCEEDS AFTER THE MATURITY DATE

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

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

MATURITY DATE

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

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

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

ALLOCATION OF ANNUITY

When an annuity option is elected, it may be elected as a variable annuity, a
fixed annuity, or a combination of both. (Variable payouts may not be available
in all states. Refer to your contract.) If, at the time annuity payments begin,
no election has been made to the contrary, the contract value will be applied to
provide an annuity funded by the same investment options as you have selected
during the accumulation period. At least 30 days before the maturity date, you
may transfer the contract value among the funding options in order to change the
basis on which annuity payments will be determined. (See "Transfers.")

VARIABLE ANNUITY

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

12
<PAGE> 20

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

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

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

FIXED ANNUITY

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

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

ELECTION OF OPTIONS

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

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

The minimum amount that can be placed under an annuity or income option will be
$2,000 unless we agree to a lesser amount. If any monthly periodic payment due
is less than $100, the Company reserves the right to make payments at less
frequent intervals, or to pay the contract value in a lump-sum. The amount
applied to begin an income or annuity option will be the contract value as of
the date the payments begin, less any applicable premium taxes not previously
deducted. (Certain states may have different requirements that we will honor.).

13
<PAGE> 21

On the maturity date, we will pay the amount due under the Contract in one lump
sum (except in Florida, where this is not permitted), or in accordance with the
payment option that you select. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
annuitant must be made by the contract owner.

ANNUITY OPTIONS

Subject to the conditions described in "Election of Options" above, all or any
part of the contract value may be paid under one or more of the following
annuity options. Payments under the annuity options may be elected on a monthly,
quarterly, semiannual or annual basis.

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

INCOME OPTIONS

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

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

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

14
<PAGE> 22

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

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

RIGHT TO RETURN

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

TERMINATION

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

REQUIRED REPORTS

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

SUSPENSION OF PAYMENTS

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

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

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

15
<PAGE> 23

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

The Travelers Separate Account Seven For Variable Annuities was established on
June 30, 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 the Separate Account will be invested exclusively in
the shares of the variable funding options.

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

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

PERFORMANCE INFORMATION

From time to time, we may advertise several types of historical performance for
the Contract's funding options. We may advertise the "standardized average
annual total returns" of the funding option, calculated in a manner prescribed
by the SEC, 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). The deduction for the annual
administrative charge 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).

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

For funding options that were in existence before they became available under
the Separate Account, the 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.

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

16
<PAGE> 24

include published editorial comments and performance rankings compiled by
independent organizations (including, but not limited to, Lipper Analytical
Services, Inc. and Morningstar, Inc.) and publications that monitor the
performance of the Separate Account and the variable funding options.

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

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

GENERAL TAXATION OF ANNUITIES

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

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

NONQUALIFIED ANNUITY CONTRACTS

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

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

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

17
<PAGE> 25

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

QUALIFIED ANNUITY CONTRACTS

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

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

OWNERSHIP OF THE INVESTMENTS

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

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

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

18
<PAGE> 26

voluntary transactions in existing contracts. The Company therefore reserves the
right to modify the contract as necessary to attempt to prevent Contract Owners
from being considered the owner of the assets of the separate account.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

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

THE INSURANCE COMPANY

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

IMSA

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

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
result 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.

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

19
<PAGE> 27

represent the Company, and who are licensed registered representatives of the
Company or certain other registered broker-dealers. The compensation paid to
sales representatives will not exceed 7% 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.
There is one material pending legal proceeding, other than ordinary routine
litigation incidental to the business, to which the Company is a party. In March
1997, a purported class action entitled Patterman v. The Travelers, Inc. was
commenced in the Superior Court of Richmond County, Georgia, alleging, among
other things, violations of the Georgia RICO statute and other state laws by an
affiliate of the Company, Primerica Financial Services, Inc. and certain of its
affiliates. Plaintiffs seek unspecified compensatory and punitive damages and
other relief. In April 1997, the lawsuit was removed to the U.S. District Court
for the Southern District of Georgia, and in October, 1997, the lawsuit was
remanded to the Superior Court of Richmond County. Later in October 1997, the
defendants, including the Company, answered the complaint, denied liability and
asserted numerous affirmative defenses. In February 1998, the Superior Court of
Richmond County transferred the lawsuit to the Superior Court of Gwinnett
County, Georgia, and certified the transfer order for immediate appellate
review. Also in February 1998, plaintiffs served an application for appellate
review of the transfer order; defendants subsequently opposed that application;
and later in February 1998, the Court of Appeals of the State of Georgia granted
plaintiffs' application for appellate review. Pending appeal proceedings in the
trial court have been stayed. The Company intends to vigorously contest the
litigation.

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 passed on by the General Counsel of
the Company.

20
<PAGE> 28

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

THE FIXED ACCOUNT

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

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

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

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

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

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

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

TRANSFERS

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

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

21
<PAGE> 29

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

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

The Insurance Company
Principal Underwriter
Distribution and Management Agreement
Valuation of Assets
Performance Information
Mixed and Shared Funding
Substitutions and Additions
Federal Tax Considerations
Experts
Financial Statements

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

Copies of the Statement of Additional Information dated ________ , 1998 (Form
No. L-21258S) are available without charge. To request a copy, please clip this
coupon on the dotted line above, enter your name and address in the spaces
provided below, and mail to: The Travelers Insurance Company, Annuity Investor
Services, One Tower Square, Hartford, Connecticut 06183.

Name:
- ----------------------------------------

Address:
- ----------------------------------------

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

22
<PAGE> 30

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 31

L- , 1998
<PAGE> 32

PART B

Information Required in a Statement of Additional Information

<PAGE> 33

TRAVELERS PREMIER ADVISDERS - ASSET MANAGER

STATEMENT OF ADDITIONAL INFORMATION

dated

_____ , 1998

for

THE TRAVELERS SEPARATE ACCOUNT SEVEN FOR VARIABLE ANNUITIES

ISSUED BY

THE TRAVELERS INSURANCE COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Variable Annuity Contract
Prospectus dated _______, 1998. A copy of the Prospectus may be obtained by
writing to The Travelers Insurance Company, Annuity Services, One Tower Square,
Hartford, Connecticut 06183-9061, or by calling (800) 842-8573.

TABLE OF CONTENTS
<TABLE>

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

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

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

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

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

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

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

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . .. . . . . . . . 6

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

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

<PAGE> 34

THE INSURANCE COMPANY

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

The Company is a wholly owned subsidiary of The Travelers Insurance
Group Inc., 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. The Separate Account 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 the Separate Account 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's principal executive
offices are located at 6 St. James Place, Boston, MA 02116.

DISTRIBUTION AND MANAGEMENT AGREEMENT

Under the terms of the Distribution and Management Agreement among the
Separate Account, the Company and the Principal Underwriter, the Company
provides all administrative services and mortality and expense risk guarantees
related to variable annuity contracts sold by the Company in connection with the
Separate Account. The Principal Underwriter performs the sales functions related
to the Contracts. The Company reimburses CFBDS for commissions paid, other sales
expenses and

<PAGE> 35

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 the Separate Account 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 the Separate Account all necessary office space, facilities,
and personnel to manage its affairs.

VALUATION OF ASSETS

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

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

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

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

THE CONTRACT VALUE: The value of an accumulation unit on any business day is
determined by multiplying the value on the preceding business day by the net
investment factor for the valuation period just ended. The net investment factor
is used to measure the investment performance of a funding option from one
valuation period to the next. The net investment factor for a funding option for
any valuation period is equal to the sum of 1.000000 plus the net investment
rate (the gross investment rate less any applicable funding option deductions
during the valuation period relating to the mortality and expense risk charge
and the administrative expense charge). The gross investment rate of a funding
option is equal to (a) minus (b), divided by (c) where:

(a) = investment income plus capital gains and losses (whether realized
or unrealized);
(b) = any deduction for applicable taxes (presently zero); and
(c) = the value of the assets of the funding option at the beginning of
the valuation period.

2
<PAGE> 36

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 conceiveable that in the future it may be
disadvantageous to do so. Although the Company and the funding options do not
currently foresee 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.

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of
historical performance for the Funding Options of the Separate Account. 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 return," as described below:

STANDARDIZED METHOD. Quotations of average annual total returns are
computed according to a formula in which a hypothetical initial investment of
$1,000 is applied to the Funding

3
<PAGE> 37

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 contract administrative charge 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.

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 annual contract administrative charge, which, if reflected, would
decrease the level of performance shown.

For Funding Options 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 Funding Options would have achieved (reduced by the
applicable charges) had they been held under the Contract for the period quoted.
The total return quotations are based upon historical earnings and are not
necessarily representative of future performance.

GENERAL. Within the guidelines prescribed by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), performance information may be
quoted numerically or may be presented in a table, graph or other illustration.
Advertisements may include data comparing performance to well-known indices of
market performance (including, but not limited to, the Dow Jones Industrial
Average, the Standard & Poor's (S&P) 500 Index 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 Funding Options.

Average annual total returns for each of the Funding Options (excluding
Money Market Portfolio) computed according to the standardized and
nonstandardized methods for the period ending December 31, 1997 are set forth in
the following table.

ACTUAL RETURNS FOR THE SEPARATE ACCOUNT ARE NOT AVAILABLE, SINCE THE
SEPARATE ACCOUNT IS NEW AND THEREFORE HAS NO INVESTMENT HISTORY. However,
average annual total returns have been calculated using each funding option's
investment performance since inception. The returns were computed according to
the standardized and nonstandardized methods for the period ending December 31,
1997 as if they had been available under the Separate Account during that time.
They are set forth in the following tables.

4
<PAGE> 38

TRAVELERS PREMIER ADVISERS - ASSET MANAGER
VARIABLE ANNUITY
FUND PERFORMANCE AS OF 12/31/97

- ---------------------------------------------------------------------------------------------------------------------------------
NONSTANDARDIZED PERFORMANCE
---------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE RETURNS AVERAGE ANNUAL RETURNS
----------------------------- -----------------------------------------------
FUND NAME 1 YR 3 YR 5 YR 10 YR 3 YR 5 YR 10 YR SINCE INCEPTION
- --------- ---- ---- ---- ----- ---- ---- ----- ------ ---------
INCEPTION DATE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MORGAN STANLEY UNIVERSAL FUNDS, INC.:
Emerging Markets Equity Portfolio 10/1/96
Global Equity Portfolio 1/2/97
MAS Mid Cap Value Portfolio 1/2/97
MAS Value Portfolio 1/2/97
- -------------------------------------------------------------------------------- -----------------------------------------------

VAN KAMPEN AMERICAN CAPITAL LIFE INVESTMENT TRUST:
Domestic Income Portfolio 11/4/87
Emerging Growth Portfolio 7/3/95
Enterprise Portfolio 4/7/86
Government Portfolio 4/7/86
Growth and Income Portfolio 12/23/96
Morgan Stanley Real Estate Securities Portfolio 7/3/95
Money Market Portfolio 4/7/86
- -------------------------------------------------------------------------------- -----------------------------------------------

SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.:
Salomon Brothers Variable Investors Fund 2/17/98
Salomon Brothers Variable High Yield Bond Fund 2/17/98
Salomon Brothers Variable Capital Fund 2/17/98
Salomon Brothers Variable Strategic Bond Fund 2/17/98
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

5
<PAGE> 39

FEDERAL TAX CONSIDERATIONS

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

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

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

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

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

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

6
<PAGE> 40

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
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.

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.

7
<PAGE> 41

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

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

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

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

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

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

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

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

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

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

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

The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage withholding
tables as if the recipient were married claiming three exemptions. A recipient
may elect not to have income taxes withheld or have income taxes 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

8
<PAGE> 42

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.

EXPERTS

INDEPENDENT ACCOUNTANTS:
The consolidated financial statements of The Travelers Insurance
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.

Since there were no assets in the Separate Account as of December 31,
1997, there are no financial statements.

9
<PAGE> 43

STATEMENT OF ADDITIONAL INFORMATION
SEPARATE ACCOUNT SEVEN

Individual Variable Annuity Contract
issued by

The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183

L-21258S ______, 1998

<PAGE> 44

PART C

Other Information

Item 24. Financial Statements and Exhibits

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

The consolidated financial statements of The Travelers Insurance
Company and Subsidiaries and the report of Independent Accountants are
contained in the Statement of Additional Information. The consolidated
financial statements of The Travelers Insurance Company and
Subsidiaries include:

To be filed by amendment

(b) Exhibits

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

2. Not Applicable.

3(a). Form of Distribution and Management Agreement. To be filed by
amendment.

3(b). Form of Selling Agreement. To be filed by amendment.

4. Variable Annuity Contract. To be filed by amendment

5. Application. To be filed by amendment

6(a). Charter of The Travelers Insurance Company, as amended on October 19,
1994. (Incorporated herein by reference to Exhibit 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 Insurance 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. 333-40193, 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> 45

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
</TABLE>

Principal Business Address:
* The Travelers Insurance Company ** Travelers Group Inc.
One Tower Square 388 Greenwich Street
Hartford, CT 06183 New York, N.Y. 10013

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. 5 to the Registration Statement on Form N-4, File No. 33-73466 filed
April 10, 1998.

Item 27. Number of Contract Owners

Not applicable.

<PAGE> 46

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> 47

Item 29. Principal Underwriter

(a) CFBDS, Inc.
6 St. James Avenue, 9th Floor
Boston, MA 02116

CFBDS, 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 Separate Account Five for Variable Annuities
The Travelers Separate Account Six for Variable Annuities
The Travelers Separate Account Eight for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Life Insurance
The Travelers Variable Life Insurance Separate Account One
The Travelers Variable Life Insurance Separate Account Two
The Travelers Variable Life Insurance Separate Account Three
The Travelers Variable Life Insurance Separate Account Four

<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ----------------
<S> <C>
Phillip W. Coolidge Chairman of the Board, Director
Chief Executive Officer, and President
Joan R. Gullnello Secretary
Molly S. Mugler Assistant Secretary
Linda T. Gibson Assistant Secretary
Linwood C. Downs Treasurer
John R. Elder Assistant Treasurer
Donald S. Chadwick Director
Robert G. Davidoff Director
Leeds Hackelt Director
Laurence E. Levine Director
</TABLE>

* Principal business address: 6 St. James Avenue, Boston, MA 02116

<PAGE> 48

Item 30. Location of Accounts and Records

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

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

The undersigned Registrant hereby undertakes:

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

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

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

The Company hereby represents:

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

<PAGE> 49

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 30, 1998.

THE TRAVELERS SEPARATE ACCOUNT SEVEN FOR VARIABLE ANNUITIES
(Registrant)

THE TRAVELERS INSURANCE COMPANY
(Depositor)

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

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on July 30, 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: /S/ Ernest J. Wright, Attorney-in-Fact

<PAGE> 50

EXHIBIT INDEX

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

3. Form of Distribution and Management Agreement. To be filed by
amendment

3(b). Form of Selling Agreement. To be filed by
amendment

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

5. Application. To be filed by
amendment

6(a). Charter of The Travelers Insurance Company, as amended on
October 19, 1994. (Incorporated herein by reference to Exhibit
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 Insurance 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
CERTIFICATE

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

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

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

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

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 INSURANCE COMPANY at Hartford, Connecticut, this 30th day of July
1998.

/s/Ernest J. Wright
Secretary

<PAGE> 1
EXHIBIT 9

July 30, 1998

The Travelers Insurance Company
The Travelers Separate Account Seven
For Variable Annuities
One Tower Square
Hartford, Connecticut 06183

Gentlemen:

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

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

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

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

<PAGE> 1
EXHIBIT 15

THE TRAVELERS SEPARATE ACCOUNT SEVEN FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, MICHAEL A. CARPENTER of Greenwich, Connecticut, Chairman of the
Board, President and Chief Executive Officer of The Travelers Insurance Company
(hereafter the "Company"), do hereby make, constitute and appoint ERNEST J.
WRIGHT, Secretary of said Company, and KATHLEEN A. McGAH, Assistant Secretary of
said Company, or either one of them acting alone, my true and lawful
attorney-in-fact, for me, and in my name, place and stead, to sign registration
statements on behalf of said Company on Form N-4 or other appropriate form under
the Securities Act of 1933 and the Investment Company Act of 1940 for The
Travelers Separate Account Seven 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 6th day of July
1998.

/s/ Michael A. Carpenter
Chairman of the Board, President
and Chief Executive Officer
The Travelers Insurance Company

<PAGE> 2

THE TRAVELERS SEPARATE ACCOUNT SEVEN 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 Insurance Company (hereafter the
"Company"), do hereby make, constitute and appoint ERNEST J. WRIGHT, Secretary
of said Company, and KATHLEEN A. McGAH, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form N-4 or other appropriate form under the Securities Act of
1933 and the Investment Company Act of 1940 for The Travelers Separate Account
Seven 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 6th day of July
1998.

/s/ Jay S. Benet
Director and Senior Vice President
The Travelers Insurance Company

<PAGE> 3

THE TRAVELERS SEPARATE ACCOUNT SEVEN 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 Insurance Company (hereafter the
"Company"), do hereby make, constitute and appoint ERNEST J. WRIGHT, Secretary
of said Company, and KATHLEEN A. McGAH, Assistant Secretary of said Company, or
either one of them acting alone, my true and lawful attorney-in-fact, for me,
and in my name, place and stead, to sign registration statements on behalf of
said Company on Form N-4 or other appropriate form under the Securities Act of
1933 and the Investment Company Act of 1940 for The Travelers Separate Account
Seven 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 6th day of July
1998.

/s/ George C. Kokulis
Director and Senior Vice President
The Travelers Insurance Company

<PAGE> 4

THE TRAVELERS SEPARATE ACCOUNT SEVEN FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, ROBERT I. LIPP of Scarsdale, New York, a director of The
Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN
A. McGAH, Assistant Secretary of said Company, or either one of them acting
alone, my true and lawful attorney-in-fact, for me, and in my name, place and
stead, to sign registration statements on behalf of said Company on Form N-4 or
other appropriate form under the Securities Act of 1933 and the Investment
Company Act of 1940 for The Travelers Separate Account Seven 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 6th day of July
1998.

/s/Robert I. Lipp
Director
The Travelers Insurance Company

<PAGE> 5

THE TRAVELERS SEPARATE ACCOUNT SEVEN 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 Insurance Company
(hereafter the "Company"), do hereby make, constitute and appoint ERNEST J.
WRIGHT, Secretary of said Company, and KATHLEEN A. McGAH, Assistant Secretary of
said Company, or either one of them acting alone, my true and lawful
attorney-in-fact, for me, and in my name, place and stead, to sign registration
statements on behalf of said Company on Form N-4 or other appropriate form under
the Securities Act of 1933 and the Investment Company Act of 1940 for The
Travelers Separate Account Seven 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 6th day of July
1998.

/s/ Ian R. Stuart
Director, Senior Vice President and
Chief Financial Officer
The Travelers Insurance Company

<PAGE> 6

THE TRAVELERS SEPARATE ACCOUNT SEVEN 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 Insurance Company
(hereafter the "Company"), do hereby make, constitute and appoint ERNEST J.
WRIGHT, Secretary of said Company, and KATHLEEN A. McGAH, Assistant Secretary of
said Company, or either one of them acting alone, my true and lawful
attorney-in-fact, for me, and in my name, place and stead, to sign registration
statements on behalf of said Company on Form N-4 or other appropriate form under
the Securities Act of 1933 and the Investment Company Act of 1940 for The
Travelers Separate Account Seven 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 6th day of July
1998.

/s/ Katherine M. Sullivan
Director, Senior Vice President and
General Counsel
The Travelers Insurance Company

<PAGE> 7

THE TRAVELERS SEPARATE ACCOUNT SEVEN FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, MARC P. WEILL of New York, New York, a director of The
Travelers Insurance Company (hereafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Secretary of said Company, and KATHLEEN
A. McGAH, Assistant Secretary of said Company, or either one of them acting
alone, my true and lawful attorney-in-fact, for me, and in my name, place and
stead, to sign registration statements on behalf of said Company on Form N-4 or
other appropriate form under the Securities Act of 1933 and the Investment
Company Act of 1940 for The Travelers Separate Account Seven 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 6th day of July
1998.

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