TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE, 497, 2000-08-24

TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE
497, 2000-08-24

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<PAGE> 1

TRAVELERS

CORPORATE OWNED VARIABLE
UNIVERSAL LIFE INSURANCE 2000

PROSPECTUS

This Prospectus describes Travelers corporate owned variable universal (flexible
premium) life insurance Policies (the "Policy") offered by The Travelers
Insurance Company (the "Company"). The policy is designed generally for use by
corporations and employers. The Policy Owner ("you") chooses the amount of life
insurance coverage desired with a minimum Stated Amount of $50,000 and a minimum
Target Premium of $100,000. You direct the net premium payment to one or more of
the variable funding options (the "Investment Options") and/or the Fixed
Account.

During the Policy's Right to Cancel Period, the Applicant may return the Policy
to the Company for a refund. The Right to Cancel Period expires on the latest of
ten days after you receive the Policy, ten days after we mail or deliver to you
a written Notice of Right to Cancel, or 45 days after the Applicant signs the
application for insurance (or later if state laws requires).

The Policy has no guaranteed minimum Contract Value. The Contract Value of the
Policy will vary to reflect the investment performance of the Investment Options
to which you have directed your premium payments. You bear the investment risk
under this Policy. The Contract Value is reduced by the various fees and charges
assessed under the Policy, as described in this Prospectus. The Policy will
remain in effect for as long as the Cash Surrender Value can pay the monthly
Policy charges (subject to the Grace Period provision).

We offer three death benefits under the Policy -- the "Level Option," the
"Variable Option," and the "Annual Increase Option." Under any option, the death
benefit will never be less than the Amount Insured (less any outstanding Policy
loans or Monthly Deduction Amounts due and unpaid). You choose one at the time
you apply for the Policy; however you may change the death benefit option,
subject to certain conditions.

This Policy may be or become a modified endowment Policy under federal tax law.
If so, any partial withdrawal, Policy surrender or loan may result in adverse
tax consequences or penalties.

REPLACING EXISTING INSURANCE WITH THIS POLICY MAY NOT BE TO YOUR ADVANTAGE.

EACH OF THE INVESTMENT OPTION PROSPECTUSES ARE INCLUDED WITH THE PACKAGE
CONTAINING THIS PROSPECTUS. ALL PROSPECTUSES SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAVE APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS COMPLETE OR TRUTHFUL. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

VARIABLE LIFE INSURANCE POLICIES 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.

THE DATE OF THIS PROSPECTUS IS MAY 1, 2000.
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
Glossary of Special Terms............. 3
Prospectus Summary.................... 5
General Description................... 10
Group or Individual Policy.......... 10
The Application..................... 10
How the Policy Works.................. 10
Applying Premium Payments........... 11
The Investment Options................ 11
The Fixed Account..................... 17
Policy Benefits and Rights............ 17
Transfers of Contract Value......... 17
Investment Options............... 17
Fixed Account.................... 18
Automated Transfers................. 18
Dollar Cost Averaging............ 18
Portfolio Rebalancing............ 18
Lapse and Reinstatement............. 18
Insured Term Rider.................. 19
Exchange Rights..................... 19
Right to Cancel..................... 19
Access to Contract Values............. 19
Policy Loans........................ 19
Consequences..................... 20
Policy Surrenders................... 20
Full Surrenders.................. 20
Partial Withdrawals.............. 21
Death Benefit......................... 21
Option 1............................ 22
Option 2............................ 22
Option 3............................ 22
Payment of Proceeds................. 23
Payment Options..................... 23
Maturity Benefits..................... 23
Charges and Deductions................ 24
General............................... 24
Charges Against Premium............. 24
Front-End Sales Expense
Charges........................ 24
Monthly Deduction Amount............ 24
Cost of Insurance Charge......... 25
Monthly Policy Charge............ 25
Monthly Per $1,000 Charge........ 25
Charges Against the Separate
Account.......................... 25
Mortality and Expense Risk
Charge......................... 25
Underlying Fund Expenses............ 25
Transfer Charge..................... 25
Reduction or Elimination of
Charges.......................... 25
The Separate Account and Valuation.... 26
The Travelers Fund UL III for
Variable Life Insurance (Fund UL
III)............................. 26
How the Contract Value Varies.... 26
Accumulation Unit Value.......... 26
Net Investment Factor............ 27
Changes to the Policy................. 27
General............................. 27
Changes in Stated Amount............ 27
Changes in Death Benefit Option..... 28
Additional Policy Provisions.......... 28
Assignment.......................... 28
Limit on Right to Contest and
Suicide Exclusion................ 28
Misstatement as to Sex and Age...... 28
Voting Rights....................... 28
Other Matters......................... 29
Statements to Policy Owners......... 29
Suspension of Valuation............. 29
Dividends........................... 29
Mixed and Shared Funding............ 29
Distribution........................ 30
Legal Proceedings and Opinion....... 30
Experts............................. 30
Federal Tax Considerations............ 30
General............................. 30
Tax Status of the Policy............ 31
Definition of Life Insurance..... 31
Diversification.................. 31
Investor Control................. 31
Tax Treatment of Policy Benefits.... 32
In General....................... 32
Modified Endowment Contracts..... 32
Exchanges........................ 33
Aggregation of Modified Endowment
Contracts...................... 33
Policies Which Are Not Modified
Endowment Contracts............ 34
Treatment of Loan Interest....... 34
The Company's Income Taxes....... 34
The Company........................... 34
IMSA................................ 35
Management.......................... 35
Directors of The Travelers
Insurance Company.............. 35
Senior Officers of The Travelers
Insurance Company.............. 35
Example of Policy Charges............. 36
Illustrations......................... 36
Appendix A (Performance
Information)........................ A-1
Appendix B (Target Premiums).......... B-1
Appendix C (Cash Value Accumulation
Test Factors)....................... C-1
Financial Statements -- Fund UL III...
Financial Statements -- The Travelers
Insurance Company...................
</TABLE>

2
<PAGE> 3

GLOSSARY OF SPECIAL TERMS
--------------------------------------------------------------------------------

ACCUMULATION UNIT -- a standard of measurement used to calculate the values
allocated to the Investment Options.

AMOUNT INSURED -- Under Option 1, the Amount Insured will be equal to the Stated
Amount of the Policy or, if greater, a specified multiple of Contract Value (the
"Minimum Amount Insured"). Under Option 2 the Amount Insured will be equal to
the Stated Amount of the Policy plus the Contract Value (determined as of the
date of the Insured's death) or, if greater, the Minimum Amount Insured. Under
Option 3, the Amount Insured will be equal to the Stated Amount of the policy
plus premium payments minus any partial surrenders.

ANDESA, TPA, INC. -- The third party administrator for this product, located at
1605 North Cedar Crest Blvd., Suite 502, Allentown, PA 18104-2351.

BENEFICIARY(IES) -- the person(s) named to receive the benefits of this Policy
at the Insured's death.

CASH SURRENDER VALUE -- the Contract Value less any outstanding Policy loans.

CONTRACT VALUE -- the current value of Accumulation Units credited to each of
the Investment Options available under the Policy, plus the value of the Fixed
Account and the value of the Loan Account.

COMPANY'S HOME OFFICE -- the principal executive offices of The Travelers
Insurance Company located at One Tower Square, Hartford, Connecticut 06183.

DEATH BENEFIT -- the amount payable to the Beneficiary if the Insured dies while
the policy is in force.

DEDUCTION DATE -- the day in each Policy Month on which the Monthly Deduction
Amount is deducted from the Policy's Contract Value.

FIXED ACCOUNT -- part of the General Account of the Company.

GENERAL ACCOUNT -- made up of all our assets other than those held in the
Separate Account.

INSURED -- the person on whose life the Policy is issued and who is named on
Schedule A of the Application.

INVESTMENT OPTIONS -- the segments of the Separate Account to which you may
allocate premiums or Contract Value. Each investment option invests directly in
a corresponding Underlying Fund.

ISSUE DATE -- the date on which the Policy is issued by the Company for delivery
to the Policy Owner.

LOAN ACCOUNT -- an account in the Company's general account to which we transfer
the amount of any Policy loan, and to which we credit a fixed rate of interest.

MATURITY DATE -- The anniversary of the Policy Date on which the Insured is age
100.

MINIMUM AMOUNT INSURED -- the amount of Death Benefit required to qualify this
Policy as life insurance under federal tax law.

MONTHLY DEDUCTION AMOUNT -- the amount of charges deducted from the Policy's
Contract Value which includes cost of insurance charges, administrative charges,
and any charges for benefits associated with any rider(s).

NET AMOUNT AT RISK -- the Amount Insured for the month divided by 1.0032734
minus the Contract Value.

NET PREMIUM -- the amount of each premium payment, minus the deduction of any
front-end sales expense charges.

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<PAGE> 4

OUTSTANDING POLICY LOAN -- Amount owed the Company as a result of policy loans
including both principal and accrued interest.

PLANNED PREMIUM -- the amount of premium which the Policy Owner chooses to pay
to the Company on a scheduled basis, and for which the Company will bill the
Policy Owner.

POLICY DATE -- the date on which the Policy, benefits and provisions of the
Policy become effective. This date will not be on the 29th, 30th, or 31st of any
month.

POLICY MONTH -- monthly periods computed from the Policy Date.

POLICY OWNER(S) (YOU, YOUR OR OWNER) -- the person(s) having rights to benefits
under the Policy during the lifetime of the Insured; the Policy Owner may or may
not be the Insured(s).

POLICY YEARS -- annual periods computed from the Policy Date.

SEPARATE ACCOUNT -- assets set aside by The Travelers Insurance Company, the
investment experience of which is kept separate from that of other assets of The
Travelers Insurance Company; for example, The Travelers Fund UL III for Variable
Life Insurance.

STATED AMOUNT -- the amount originally selected by the Policy Owner used to
determine the Death Benefit, or as may be increased or decreased as described in
this Prospectus.

SURRENDER VALUE -- Cash Surrender Value plus any additional amount paid upon a
full cash surrender.

TARGET PREMIUM -- the level annual premium above which the sales expense charges
are reduced. Refer to Appendix B.

UNDERLYING FUND -- the underlying mutual fund(s) that correspond to each
Investment Option. Each Investment Option invests directly in a Fund.

UNDERWRITING PERIOD - the time period from when we receive a completed
Application (see page 10) until the Issue Date.

VALUATION DATE -- a day on which the Separate Account is valued. A Valuation
Date is any day on which the New York Stock Exchange is open for trading and the
Company is open for business. The value of Accumulation Units will be determined
as of the close of trading on the New York Stock Exchange.

VALUATION PERIOD -- the period between the close of business on successive
Valuation Dates.

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<PAGE> 5

PROSPECTUS SUMMARY
--------------------------------------------------------------------------------

WHAT IS CORPORATE OWNED VARIABLE UNIVERSAL LIFE INSURANCE?

This Flexible Premium Variable Life Insurance Policy is designed for
corporations and employees to provide insurance protection on the life of
Insured employees and to build Contract Value. In addition, under certain
circumstances, individuals may purchase a Policy. Unlike traditional,
fixed-premium life insurance, the Policy allows you, as the owner, to allocate
your premium, or transfer Contract Value to various Investment Options and a
Fixed Account. These Investment Options include equity, bond, money market and
other types of portfolios. Your Contract Value will change daily, depending on
investment return. No minimum amount is guaranteed as in a traditional life
insurance policy.

SUMMARY OF FEATURES

INVESTMENT OPTIONS: You have the ability to choose from a wide variety of
well-known Investment Options. The investment options invest directly in the
Funds. These professionally managed stock, bond and money market funds cover a
broad spectrum of investment objectives and risk tolerance. The following
Investment Options (subject to state availability) are available currently:

<TABLE>
<S> <C>
EMERGING MARKETS BALANCED
Warburg Pincus Emerging Markets Portfolio Fidelity VIP II Asset Manager Portfolio -
Initial Class
INTERNATIONAL Janus Aspen Series Balanced Portfolio -
Janus Aspen Series Worldwide Growth Portfolio - Service Shares
Service Shares MFS Total Return Portfolio
Lazard International Stock Portfolio Salomon Brothers Variable Total Return Fund
Smith Barney International Equity Portfolio
INDEX
SMALL CAP Deutsche VIT EAFE Equity Index Fund
Delaware Small Cap Value Series Deutsche VIT Small Cap Index Fund
Dreyfus Small Cap Portfolio Smith Barney Equity Index Portfolio
Franklin Small Cap Fund - Class 2
Travelers Disciplined Small Cap Stock Portfolio BOND
American Odyssey Intermediate-Term Bond Fund
MID CAP Salomon Brothers Variable Strategic Bond Fund
Aim Capital Appreciation Portfolio Smith Barney Diversified Strategic Income
MFS Emerging Growth Portfolio Portfolio
MFS Mid Cap Growth Portfolio Travelers Convertible Bond Portfolio
Salomon Brothers Variable Capital Fund Travelers High Yield Bond Trust
Strong Schafer Value Fund II Travelers U.S. Government Securities Portfolio
Travelers Disciplined Mid Cap Stock Portfolio
Van Kampen Enterprise Portfolio MONEY MARKET
Travelers Money Market Portfolio
LARGE CAP
Alliance Growth Portfolio REAL ESTATE
Capital Appreciation Fund (Janus) Delaware Investments REIT Series
Dreyfus Appreciation Portfolio
Equity Income Portfolio (Fidelity) NON-STYLE SPECIFIC
Fidelity VIP II Contrafund(R) Portfolio - Janus Aspen Series Global Technology Portfolio -
Service Class 2 Service Shares
Large Cap Portfolio (Fidelity)
MFS Research Portfolio
Salomon Brothers Variable Investors Fund
Smith Barney Large Cap Growth Portfolio
Social Awareness Stock Portfolio (Smith Barney)
Strategic Stock Portfolio
</TABLE>

Additional Investment Options may be added from time to time. For more
information, see "The Investment Options." Refer to each Fund's prospectus for a
complete description of the investment objectives, restrictions and other
material information.

FIXED ACCOUNT: The Fixed Account is funded by the assets of the General
Account. The Contract Value allocated to the Fixed Account is credited with
interest daily at a rate declared by the Company. The interest rate declared is
at the Company's sole discretion, but may never be less than 3%.

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<PAGE> 6

PREMIUMS: When applying for your Policy, you state how much you intend to pay,
and whether you will pay annually, semiannually or monthly. You may also make
unscheduled premium payments in any amount, subject to the limitations described
in this prospectus.

You indicate on your application what percentage of each Net Premium you would
like allocated to the Investment Options and/or the Fixed Account. You may not
allocate less than 5% of each Net Premium to any Investment Option and/or Fixed
Account and allocations must be in whole percentages. You may change your
allocations by writing to the Company or by calling 1-800-334-4298.

During the Underwriting Period, any premium paid will be held in a non-interest
bearing account. After the Policy Date and until the applicants' right to cancel
has expired, your Net Premium will be invested in the Money Market Portfolio
unless you purchase the Contract in a state which permits us to refund Contract
Value. Then you may invest your Net Premium in any Investment Option during the
right to cancel period. After that, the Contract Value will be distributed to
each Investment Option in the percentages indicated on your application.

RIGHT TO EXAMINE POLICY: You may return your Policy for any reason and receive
a full refund of your premium or Contract, as required by state law, by mailing
us the Policy and a written request for cancellation within a specified period.

DEATH BENEFITS: At time of application, you select a death benefit option.
Under certain conditions you may be able to change the death benefit option at a
later date. The options available are:

- LEVEL OPTION (OPTION 1): the Amount Insured will equal the greater of
the Stated Amount or the Minimum Amount Insured.

- VARIABLE OPTION (OPTION 2): the Amount Insured will equal the greater of
the Stated Amount of the Policy plus the Contract Value or the Minimum
Amount Insured.

- ANNUAL INCREASE OPTION (OPTION 3): the Amount Insured will equal the
Stated Amount of the Policy plus Premiums, minus withdrawals, accumulated
at a specified interest rate not to exceed 10% on an annual basis.

POLICY VALUES: As with other types of insurance policies, this Policy can
accumulate a Contract Value. The Contract Value of the Policy will increase or
decrease to reflect the investment experience of the Investment Options. Monthly
charges and any partial surrenders taken will also decrease the Contract Value.
There is no minimum guaranteed Contract Value allocated to the Investment
Options. As discussed below, any premium payments allocated to the Fixed Account
is credited with a minimum guarantee of 3% in any given year.

- ACCESS TO POLICY VALUES: You may borrow up to 100% of your Policy's Cash
Surrender Value. (See "Policy Loans" for loan impact on coverage and
policy values.)

You may cancel all or a portion of your Policy while the Insured is living and
receive all or a portion of the Cash Surrender Value.

TRANSFERS OF POLICY VALUES: You may transfer all or a portion of your Contract
Value among the Investment Options. There are restrictions on the transfer of
your Contract Value to and from the Fixed Account. You may do this by writing to
the Company.

You can use automated transfers to take advantage of dollar cost
averaging -- investing a fixed amount at regular intervals. For example, you
might have a set amount transferred from a relatively conservative Investment
Option to a more aggressive one, or to several others.

GRACE PERIOD: If the Cash Surrender Value of your Policy becomes less than the
amount needed to pay the Monthly Deduction Amount, you will have 61 days to pay
a premium to cover the Monthly Deduction Amount. If the premium is not paid,
your Policy will lapse.

EXCHANGE RIGHTS: During the first two Policy Years, you can elect to
irrevocably transfer all Contract Value in the Investment Options to the Fixed
Account.
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<PAGE> 7

TAX CONSEQUENCES: Currently, the federal tax law excludes all Death Benefit
payments from the gross income of the Beneficiary. At any point in time, the
Policy may become a modified endowment contract ("MEC"). A MEC has an
income-first taxation of all loans, pledges, collateral assignments or partial
surrenders. A 10% penalty tax may be imposed on such income distributed before
the Policy Owner attains age 59 1/2. The Company has established safeguards for
monitoring whether a Policy may become a MEC.

CHARGES AND DEDUCTIONS: Your Policy is subject to charges, which compensate the
Company for administering and distributing the Policy, as well as paying Policy
benefits and assuming related risks. These charges are summarized below, and
explained in detail under "Charges and Deductions."

POLICY CHARGES:

- SALES EXPENSES CHARGES -- We deduct a sales charge from each premium
payment received which is guaranteed never to exceed 12% of such Target
Premium in all years and 8% on amounts in excess of the Target Premium in
all years. On a current basis, the Sales Expense Charge is 10% of the
premiums received up to the Target Premium for Policy Years 1 and 2, 8%
for Policy Years 3 through 7, and 3.5% thereafter. On a current basis the
Sales Expense Charge on premium received in excess of the Target Premium
is 6% for Policy Years 1 and 2, 4% for Policy Years 3 through 7, and 3.5%
thereafter. For these purposes an increase in Stated Amount is treated as
a newly issued contract. Currently, 2.25% of the Sales Expense Charge is
designed to compensate us for state premium taxes owed by the Company
associated with the receipt of premium, which cost is borne by the Policy
Owner. These taxes vary from state to state, and 2.25% is an average. In
some states, there may be no premium taxes associated with premium.
Likewise, 1.25% of the Sales Expense Charge is designed to compensate us
for federal taxes associated with the receipt of premium, which cost is
borne by the Policy Owner.

- MONTHLY DEDUCTION -- deductions taken from the value of your Policy each
month to cover cost of insurance charges, a current Policy Fee of $5.00
(guaranteed not to exceed $10), a sales expense charge of $.10 a month
per $1,000 of Stated Amount and charges for optional rider(s).

- SURRENDER CHARGE -- There is no surrender charge.

ASSET-BASED CHARGES: (Not Assessed on Contract Values in the Fixed
Account)

- MORTALITY AND EXPENSE RISK CHARGE -- applies to the assets of the
Investment Options on a daily basis which currently equals an annual rate
of .20% for Policy Years 1 through 25, and .05% thereafter. It is
guaranteed not to exceed .75% in all years.

- UNDERLYING FUND FEES -- the Separate Account purchases shares of the
Underlying Funds on a net asset value basis. The shares purchased already
reflect the deduction of investment advisory fees and other expenses.
These Fund Fees are summarized below:

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<PAGE> 8

<TABLE>
<CAPTION>
TOTAL
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
REIMBURSEMENT, 12B-1 REIMBURSEMENT, REIMBURSEMENT,
FUND NAME IF APPLICABLE) FEES IF APPLICABLE) IF APPLICABLE)
--------- -------------- ----- -------------- --------------
<S> <C> <C> <C> <C>
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series (3)........................... 0.64% 0.21% 0.85%
Small Cap Value Series.................... 0.75% 0.10% 0.85%
DREYFUS VARIABLE INVESTMENT FUND
Appreciation Portfolio(4)................. 0.75% 0.03% 0.78%
Small Cap Portfolio....................... 0.75% 0.03% 0.78%
FIDELITY'S VARIABLE INSURANCE PRODUCTS
FUND II
Asset Manager Portfolio - Initial
Class(5)................................ 0.53% 0.10% 0.63%
Contrafund Portfolio - Service Class
2(6).................................... 0.58% 0.25% 0.12% 0.95%
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST
Franklin Small Cap Fund - Class 2(12)..... 0.55% 0.25% 0.27% 1.07%
GREENWICH STREET SERIES
Diversified Strategic Income
Portfolio(9)............................ 0.65% 0.13% 0.78%
Equity Index Portfolio - Class I
Shares(8)............................... 0.21% 0.07% 0.28%
JANUS ASPEN SERIES
Balanced Portfolio - Service Shares(7).... 0.65% 0.25% 0.02% 0.92%
Global Technology Portfolio - Service
Shares(7)............................... 0.65% 0.25% 0.13% 1.03%
Worldwide Growth Portfolio - Service
Shares(7)............................... 0.65% 0.25% 0.05% 0.95%
SALOMON BROTHERS VARIABLE SERIES FUND,
INC.
Capital Fund(10).......................... 0.00% 1.00% 1.00%
Investors Fund(10)........................ 0.53% 0.45% 0.98%
Strategic Bond Fund(10)................... 0.27% 0.73% 1.00%
Total Return Fund(10)..................... 0.15% 0.85% 1.00%
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II(11).......... 1.00% 0.20% 1.20%
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation Portfolio(13).... 0.80% 0.04% 0.84%
Alliance Growth Portfolio(13)............. 0.80% 0.02% 0.82%
MFS Total Return Portfolio(13)............ 0.80% 0.04% 0.84%
Smith Barney International Equity
Portfolio(13)........................... 0.90% 0.10% 1.00%
Smith Barney Large Capitalization Growth
Portfolio(13)........................... 0.75% 0.11% 0.86%
Van Kampen Enterprise Portfolio(13)....... 0.70% 0.03% 0.73%
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio(14)............ 0.60% 0.20% 0.80%
Disciplined Mid Cap Stock Portfolio(15)... 0.70% 0.25% 0.95%
Disciplined Small Cap Stock
Portfolio(14)........................... 0.80% 0.20% 1.00%
Equity Income Portfolio................... 0.75% 0.13% 0.88%
Large Cap Portfolio....................... 0.75% 0.12% 0.87%
Lazard International Stock Portfolio...... 0.83% 0.23% 1.06%
MFS Emerging Growth Portfolio............. 0.75% 0.12% 0.87%
MFS Mid Cap Growth Portfolio(14).......... 0.80% 0.20% 1.00%
MFS Research Portfolio.................... 0.80% 0.19% 0.99%
Social Awareness Stock Portfolio.......... 0.64% 0.16% 0.80%
Strategic Stock Portfolio(14)............. 0.60% 0.30% 0.90%
U.S. Government Securities Portfolio...... 0.32% 0.16% 0.48%
WARBURG PINCUS TRUST
Emerging Markets Portfolio(16)............ 0.00% 1.40% 1.40%
</TABLE>

---------------
(1) Other Expenses have been restated to reflect the current expense
reimbursement arrangement with Travelers Insurance Company. Travelers has
agreed to reimburse the Portfolio for the amount by which its aggregate
expenses

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<PAGE> 9

(including the management fee, but excluding brokerage commissions,
interest charges and taxes) exceeds 0.40%. Without such arrangement, Total
Expenses would have been 0.50% for the MONEY MARKET PORTFOLIO.

(2) These fees reflect a voluntary expense reimbursement arrangement whereby
the Adviser has agreed to reimburse the funds. Without such arrangement,
the Management Fee, Other Expenses and Total Expenses for the Deutsche VIT
EAFE EQUITY INDEX FUND and SMALL CAP INDEX FUND would have been 0.45%,
0.69%, and 1.14% and 0.35%, 0.83% and 1.18%, respectively. Effective April
2000, the Trust's name was changed from BT Insurance Funds Trust to
Deutsche Asset Management VIT Funds.

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

(4) Formerly known as Dreyfus Capital Appreciation Portfolio.

(5) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds,
or FMR on behalf of certain funds, custodian, credits realized as a result
of uninvested cash balances were used to reduce a portion of each
applicable fund's expenses. With these reductions, the total operating
expenses is 0.62% for ASSET MANAGER PORTFOLIO.

(6) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, through arrangements with certain funds
custodian, credits realized as a result of uninvested cash balances were
used to reduce a portion of each applicable fund's expenses. With these
reductions, the Total Annual Operating Expenses is .90% for CONTRAFUND
PORTFOLIO - SERVICE CLASS 2. Service Class 2 expenses are based on
estimated expenses for the first year.

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

(8) The Portfolio Management Fee for EQUITY INDEX PORTFOLIO includes 0.06% for
fund administration.

(9) The Portfolio Management Fee for the DIVERSIFIED STRATEGIC INCOME PORTFOLIO
includes 0.20% for fund administration.

(10) The Adviser has waived all or a portion of its Management Fees for the year
ended December 31, 1999. If such fees were not waived or expenses
reimbursed, the actual annualized Total Annual Operating Expenses for the
INVESTORS FUND, the CAPITAL FUND, the STRATEGIC BOND FUND, and the TOTAL
'RETURN FUND would have been 1.15%, 1.99%, 1.48%, and 1.65%, respectively.

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

(12) Franklin Small Cap Fund -- Class 2 (previously offered as Franklin Small
Cap Investments Fund). On 2/8/00, a merger and reorganization was approved
that merged the assets of Franklin Small Cap Investments Fund into Franklin
Small Cap Fund, effective 5/1/00. The above table shows restated total
expenses based upon the new fees and assets of Franklin Small Cap Fund as
of 12/31/99, and not the assets of the combined fund on 5/1/00. However if
the table reflected both the new fees and the combined assets, the fund's
expenses after 5/1/00 would be estimated as: Management Fees 0.55%,
Distribution and Service Fee 0.25%, Other expenses 0.27% and Total Annual
Operating Expenses 1.07%. The Fund's Class 2 distribution plan or "Rule
12b-1 Plan" is described in the Fund's prospectus.

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

(14) Travelers Insurance Company has agreed to reimburse the CONVERTIBLE BOND
PORTFOLIO, the STRATEGIC STOCK PORTFOLIO, the DISCIPLINED SMALL CAP STOCK
PORTFOLIO, and the MFS MID CAP GROWTH PORTFOLIO for expenses for the period
ended December 31, 1999 which exceeded 0.80%, 0.90%, 1.00% and 1.00%
respectively. Without such voluntary arrangements, the actual annualized
Total Annual Operating Expenses would have been 1.23%, 0.99%, 1.49%, and
1.07% respectively.

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

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

9
<PAGE> 10

GENERAL DESCRIPTION
--------------------------------------------------------------------------------

This prospectus describes a flexible premium variable life insurance policy
offered by The Travelers Insurance Company to corporations and employers and
individuals under certain circumstances. It provides life insurance protection
on the life (of an Insured), and pays policy proceeds when the Insured dies
while the policy is in effect. The policy offers:

- Flexible premium payments (you select the timing and amount of the
premium)

- A selection of investment options

- A choice of three death benefit options

- Loans and partial withdrawal privileges

- The ability to increase or decrease the Policy's face amount of insurance

- Additional benefits through the use of an optional rider

This Policy is both an insurance product and a security. The Policy is first and
foremost a life insurance Policy with death benefits, Contract Values and other
features traditionally associated with life insurance. The Policy is a security
because the Contract Value and, under certain circumstances, the Amount Insured,
and Death Benefit may increase or decrease depending on the investment
experience of the Investment Options chosen.

GROUP OR INDIVIDUAL POLICY. The policy may be issued either as an individual or
group policy. Under an individual or group policy, the Insured generally will be
an employee. The Certificate, and Group Policy, and Individual Policies are
hereafter collectively referred to as the "Policy."

THE APPLICATION. In order to become a policy owner, you must submit an
application with information about the proposed insured. The insured must sign a
life insurance consent form and provide evidence of insurability, as required.
On the application, you will also indicate:

- the amount of insurance desired (the "stated amount"); minimum of $50,000

- your choice of the three death benefit options

- the beneficiary(ies), and whether or not the beneficiary is irrevocable

- your choice of investment options.

Our underwriting staff will review the completed application, and, if approved,
we will issue the Policy.

HOW THE POLICY WORKS
--------------------------------------------------------------------------------

You make premium payments and direct them to one or more of the available
investment options and the Fixed Account. The Policy's Contract Value will
increase or decrease depending on the performance of the investment options you
select. In the case of Death Benefit Option 2, the Death Benefit will also vary
based on the Investment Options' performance.

If your Policy is in effect when the Insured dies, we will pay your beneficiary
the Death Benefit plus any additional rider Death Benefit. Your Policy will stay
in effect as long as the Policy's Cash Surrender Value can pay the Policy's
monthly charges.

Your Policy becomes effective once our underwriting staff has approved the
application and once the first premium payment has been made. The Policy Date is
the date we use to determine all future transactions on the policy, for example,
the deduction dates, policy months, policy years. The Policy Date may be before
or the same date as the Issue Date (the date the policy was

10
<PAGE> 11

issued). During the underwriting period, any premium paid will be held in a
non-interest bearing account.

APPLYING PREMIUM PAYMENTS

We apply the first premium on the later of the Issue Date or the date we receive
it at our Home Office. During the Right to Cancel Period, we allocate net
premiums to the Money Market Portfolio unless state law permits us to refund
Contract Value under the Right to Cancel provision. Then, you may invest your
Net Premium in any Investment Option. At the end of the Right to Cancel Period,
we direct the net premiums to the Investment Option(s) and/or the Fixed Account
selected on the application, unless you give us other directions.

Any premium allocation must be at least 5% and must be in whole percentages. You
may make additional payments at any time while your Policy is in force. We
reserve the right to require evidence of insurability before accepting
additional premium payments which result in an increased Net Amount at Risk. We
will return any additional premium payments which would exceed the limits
prescribed by federal income tax laws or regulations which would prevent the
Policy from qualifying as life insurance.

The investment options are segments of the separate account. They correspond to
underlying funds with the same names. The available investment options are
listed below.

We credit your policy with accumulation units of the investment option(s) you
have selected. We calculate the number of accumulation units by dividing your
net premium payment by each investment option's accumulation unit value computed
after we receive your payment.

THE INVESTMENT OPTIONS
--------------------------------------------------------------------------------

The Investment Options currently available under Fund UL III are listed below.
There is no assurance that an Investment Option will achieve its stated
objectives. We may, add, withdraw or substitute Investment Options from time to
time. Any changes will comply with applicable state and federal laws. We would
notify you before making such a change. For more detailed information on the
investment advisers and their services and fees, please refer to the Investment
Options prospectuses which are included with and must accompany this prospectus.
The Company has entered into agreements with either the investment adviser or
distributor of certain of the underlying funds in which the adviser or
distributor pays us a fee for providing administrative services, which fee may
vary. The fee is ordinarily based upon an annual percentage of the average
aggregate net amount invested in the underlying funds on behalf of the Separate
Account. Please read carefully the complete risk disclosure in each Portfolio's
prospectus before investing.

<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
Capital Appreciation Fund Seeks growth of capital through the Travelers Asset Management
use of common stocks. Income is not an International Company LLC
objective. The Fund invests ("TAMIC")
principally in common stocks of small Subadviser: Janus Capital
to large companies which are expected Corp.
to experience wide fluctuations in
price in both rising and declining
markets.
High Yield Bond Trust Seeks generous income. The assets of TAMIC
the High Yield Bond Trust will be
invested in bonds which, as a class,
sell at discounts from par value and
are typically high risk securities.
</TABLE>

11
<PAGE> 12

<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
Money Market Portfolio Seeks high current income from short- TAMIC
term money market instruments while
preserving capital and maintaining a
high degree of liquidity.
AMERICAN ODYSSEY FUNDS, INC.
Intermediate-Term Bond Seeks maximum long-term total return American Odyssey Funds
Fund by investing primarily in Management, Inc.
intermediate-term corporate debt Subadviser: TAMIC
securities, U.S. government
securities, mortgage-related
securities and asset-backed
securities, as well as money market
instruments.
DELAWARE GROUP PREMIUM FUND
REIT Series Seeks to achieve maximum long-term Delaware Management Company,
total return. Capital appreciation is Inc.
a secondary objective. The Series Subadviser: Lincoln
seeks to achieve its objectives by Investment Management, Inc.
investing in securities of companies
primarily engaged in the real estate
industry. Under normal circumstances,
at least 65% of the Series total
assets will be invested in equity
securities of real estate investment
trusts ("REITs"). The Series operates
as a nondiversified fund as defined by
the Investment Company Act of 1940.
Small Cap Value Series Seeks capital appreciation by Delaware Management Company,
investing in small to mid-cap common Inc.
stocks whose market value appears low
relative to their underlying value or
future earnings and growth potential.
Emphasis will also be placed on
securities of companies that may be
temporarily out of favor or whose
value is not yet recognized by the
market.
DEUTSCHE ASSET MANAGEMENT VIT FUNDS
EAFE Equity Index Fund Seeks to replicate, before deduction Bankers Trust Global
of expenses, the total return Investment Management
performance of the EAFE index.
Small Cap Index Fund Seeks to replicate, before deduction Bankers Trust Global
of expenses, the total return Investment Management
performance of the Russell 2000 index.
DREYFUS VARIABLE
INVESTMENT FUND
Appreciation Portfolio Seeks primarily to provide long-term The Dreyfus Corporation
capital growth consistent with the Subadviser: Fayez Sarofim &
preservation of capital; current Co.
income is a secondary investment
objective. The portfolio invests
primarily in the common stocks of
domestic and foreign issuers.
Small Cap Portfolio Seeks to maximize capital The Dreyfus Corporation
appreciation.
</TABLE>

12
<PAGE> 13

<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
FRANKLIN TEMPLETON
VARIABLE INSURANCE
PRODUCTS TRUST
Franklin Small Cap Fund - Seeks long-term capital growth; the Franklin Advisers, Inc.
Class 2 Fund seeks to accomplish its objective Subadviser: Templeton
by investing primarily (normally at Investment Counsel, Inc.
least 65% of its assets) in equity
securities of smaller capitalization
growth companies.
GREENWICH STREET SERIES
FUND
Diversified Strategic Seeks high current income by investing SSB Citi Fund Management LLC.
Income Portfolio primarily in the following fixed ("SSB Citi")
income securities: U.S. Gov't and
mortgage-related securities, foreign
gov't bonds and corporate bonds rated
below investment grade.
Equity Index Portfolio - Seeks to replicate, before deduction Travelers Investment
Class I Shares of expenses, the total return Management Company ("TIMCO")
performance of the S&P 500 Index.
JANUS ASPEN SERIES
Balanced Portfolio - Seeks current income and long-term Janus
Service Shares growth of capital, consistent with
preservation of capital and balanced
by current income. It pursues its
objective by normally investing 40-60%
of its assets in securities selected
primarily for their growth potential
and 40-60% of its assets in securities
selected primarily for their income
potential. This Portfolio normally
invests at least 25% of its assets in
fixed-income securities.
Global Technology Seeks long-term growth of capital. It Janus
Portfolio - Service pursues its objective by investing
Shares primarily in equity securities of US
and foreign companies selected for
their growth potential. Normally, it
invests at least 65% of its total
assets in securities of companies that
the portfolio manager believes will
benefit significantly from advances or
improvements in technology.
Worldwide Growth Seeks long-term growth of capital in a Janus
Portfolio - Service manner consistent with the
Shares preservation of capital. It pursues
its objective by investing primarily
in common stocks of companies of any
size throughout the world. The
Portfolio normally invests in issuers
from at least five different
countries, including the United
States. The Portfolio may at times
invest in fewer than five countries or
even a single country.
</TABLE>

13
<PAGE> 14

<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
SALOMON BROTHERS VARIABLE
SERIES FUND
Capital Fund Seeks capital appreciation through Salomon Brothers Asset
investments primarily in common stock, Management ("SBAM")
or securities convertible to common
stocks, which are believed to have
above-average price appreciation
potential and which may also involve
above-average risk.
Investors Fund Seeks long-term growth of capital. SBAM
Current income is a secondary
objective.
Strategic Bond Fund Seeks high level of current income. As SBAM
a secondary objective, the Portfolio
will seek capital appreciation.
Total Return Fund Seeks above-average income (compared SBAM
to a portfolio invested entirely in
equity securities). Secondarily, seeks
opportunities for growth of capital
and income.
STRONG VARIABLE INSURANCE
FUNDS, INC.
Strong Schafer Value Fund Seeks primarily long-term capital Strong Capital Management,
II appreciation. Current income is a Inc.
secondary objective when selecting Subadviser: Schafer Capital
investments. Management Inc.
TRAVELERS SERIES FUND INC.
AIM Capital Appreciation Seeks capital appreciation by Travelers Investment Advisers
Portfolio investing principally in common stock, ("TIA")
with emphasis on medium-sized and Subadviser: AIM Capital
smaller emerging growth companies. Management, Inc.
Alliance Growth Portfolio Seeks long-term growth of capital by TIA
investing predominantly in equity Subadviser: Alliance Capital
securities of companies with a Management L.P.
favorable outlook for earnings and
whose rate of growth is expected to
exceed that of the U.S. economy over
time. Current income is only an
incidental consideration.
MFS Total Return Seeks to obtain above-average income TIA
Portfolio (compared to a portfolio entirely Subadviser: Massachusetts
invested in equity securities) Financial Services Company
consistent with the prudent employment ("MFS")
of capital. Generally, at least 40% of
the Portfolio's assets will be
invested in equity securities.
Smith Barney Seeks total return on assets from SSB Citi
International Equity growth of capital and income by
Portfolio investing at least 65% of its assets
in a diversified portfolio of equity
securities of established non-U.S.
issuers.
</TABLE>

14
<PAGE> 15

<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
TRAVELERS SERIES FUND INC. (CONT'D)
Smith Barney Large Seeks long-term growth of capital by SSB Citi
Capitalization Growth investing in equity securities of
Portfolio companies with large market
capitalizations.
Van Kampen Enterprise Seeks capital appreciation through SSB Citi
Portfolio investment in securities believed to Subadviser: Van Kampen Asset
have above-average potential for Management, Inc.
capital appreciation. Any income
received on such securities is
incidental to the objective of capital
appreciation.
TRAVELERS SERIES TRUST
Convertible Bond Seeks current income and capital TAMIC
Portfolio appreciation by investing in
convertible securities and in
combinations of nonconvertible
fixed-income securities and warrants
or call options that together resemble
convertible securities ("synthetic
convertible securities").
Disciplined Mid Cap Stock Seeks growth of capital by investing TAMIC
Portfolio primarily in a broadly diversified Subadviser: TIMCO
portfolio of common stocks.
Disciplined Small Cap Seeks long term capital appreciation TAMIC
Stock Portfolio by investing primarily (at least 65% Subadviser: TIMCO
of its total assets) in the common
stocks of U.S. Companies with
relatively small market
capitalizations at the time of
investment.
Equity Income Portfolio Seeks reasonable income by investing TAMIC
at least 65% in income-producing Subadviser: Fidelity
equity securities. The balance may be Management & Research Company
invested in all types of domestic and ("FMR")
foreign securities, including bonds.
The Portfolio seeks to achieve a yield
that exceeds that of the securities
comprising the S&P 500. The Subadviser
also considers the potential for
capital appreciation.
Large Cap Portfolio Seeks long-term growth of capital by TAMIC
investing primarily in equity Subadviser: FMR
securities of companies with large
market capitalizations.
Lazard International Seeks capital appreciation by TAMIC
Stock Portfolio investing primarily in the equity Subadviser: Lazard Asset
securities of non-United States Management
companies (i.e., incorporated or
organized outside the United States).
MFS Emerging Growth Seeks long-term growth of capital. TAMIC
Portfolio Dividend and interest income from Subadviser: MFS
portfolio securities, if any, is
incidental.
</TABLE>

15
<PAGE> 16

<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
THE TRAVELERS SERIES TRUST (CONT'D)
MFS Mid Cap Growth Seeks to obtain long-term growth of TAMIC
Portfolio capital by investing under normal Subadviser: MFS
market conditions, at least 65% of its
total assets in equity securities of
companies with medium market
capitalization which the investment
adviser believes have above-average
growth potential.
MFS Research Portfolio Seeks to provide long-term growth of TAMIC
capital and future income. Subadviser: MFS
Social Awareness Stock Seeks long-term capital appreciation SSB Citi
Portfolio and retention of net investment
income. The Portfolio seeks to fulfill
this objective by selecting
investments, primarily common stocks,
which meet the social criteria
established for the Portfolio. Social
criteria currently excludes companies
that derive a significant portion of
their revenues from the production of
tobacco, tobacco products, alcohol, or
military defense systems, or in the
provision of military defense related
services or gambling services.
Strategic Stock Portfolio Seeks to provide an above-average TAMIC
total return through a combination of Subadviser: TIMCO
potential capital appreciation and
dividend income by investing primarily
in high dividend yielding stocks
periodically selected from the
companies included in (i) the Dow
Jones Industrial Average and (ii) a
subset of the Standard & Poor's
Industrial Index.
U.S. Government Seeks to select investments from the TAMIC
Securities Portfolio point of view of an investor concerned
primarily with highest credit quality,
current income and total return. The
assets of the U.S. Government
Securities Portfolio will be invested
in direct obligations of the United
States, its agencies and
instrumentalities.
VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio - Seeks high total return with reduced FMR
Initial Class risk over the long-term by allocating
its assets among stocks, bonds and
short-term fixed-income instruments.
Contrafund Portfolio - Seeks long-term capital appreciation FMR
Service Class 2 by investing primarily in common
stocks of companies whose value the
advisor believes is not fully
recognized by the public.
</TABLE>

16
<PAGE> 17

<TABLE>
<CAPTION>
INVESTMENT OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
----------------- -------------------- -----------------------------
<S> <C> <C>
WARBURG PINCUS TRUST
Emerging Markets Seeks long-term growth of capital by Credit Suisse Asset
Portfolio investing primarily in equity Management, LLC
securities of non-U.S issuers
consisting of companies in emerging
securities markets.
</TABLE>

THE FIXED ACCOUNT
--------------------------------------------------------------------------------

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

The staff of the Securities and Exchange Commission (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
and guarantees a specified interest rate. The investment gain or loss of the
Separate Account or any of the variable Investment Options does not affect the
Fixed Account portion of the Policy owner's Contract Value.

We guarantee that, at any time, the Fixed Account Contract Value will not be
less than the amount of the premium payments allocated to the Fixed Account,
plus interest credited, less Monthly Deduction Amount allocated to the Fixed
Account, less any prior surrenders or loans. If the Policy owner effects a
surrender, the amount available from the Fixed Account will be reduced by any
applicable charges as described under "Charges and Deductions" in this
prospectus.

Premium 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 Policies participating in the Fixed
Accounts.

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

We guarantee that for the life of the Policy 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.

POLICY BENEFITS AND RIGHTS
--------------------------------------------------------------------------------

TRANSFERS OF CONTRACT VALUE

INVESTMENT OPTIONS

As long as the Policy remains in effect, you may make transfers of Contract
Value between Investment Options. We reserve the right to restrict the number of
free transfers to six times in any Policy Year and to charge $10 for each
additional transfer; however, we do not currently charge for

17
<PAGE> 18

transfers. Amounts transferred under the Automated Transfer programs described
below are not counted for purposes of this limit on transfers.

We calculate the number of Accumulation Units involved using the Accumulation
Unit Values on the Valuation Date on which we receive the transfer request.

FIXED ACCOUNT

You may make transfers from the Fixed Account to any other available investment
option(s) twice a year during the 30 days following the semi-annual or annual
anniversary of the Policy Date. The transfers are limited to an amount of up to
25% of the Fixed Account Contract Value on the semi-annual or annual 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 Investment 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

DOLLAR-COST AVERAGING. You may establish automated transfers of Contract Values
on a monthly or quarterly basis from any Investment Option(s) to any other
Investment Option(s) through written request or other method acceptable to the
Company. You must have a minimum total Policy Value of $1,000 to enroll in the
Dollar-Cost Averaging program. The minimum total automated transfer amount is
$100.

You may start or stop participation in the Dollar-Cost Averaging program at any
time, but you must give the Company at least 30 days' notice to change any
automated transfer instructions that are currently in place. Automated transfers
are subject to all of the other provisions and terms of the Policy. The Company
reserves the right to suspend or modify transfer privileges at any time and to
assess a processing fee for this service.

Before transferring any part of the Contract Value, Policy Owners should
consider the risks involved in switching between investments available under
this Policy. 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.

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

LAPSE AND REINSTATEMENT

The Policy will remain in effect until the Cash Surrender Value of the Policy
can no longer cover the Monthly Deduction Amount. If this happens, we will
notify you in writing that if the amount shown in the notice is not paid within
61 days (the "Late Period"), the Policy may lapse. The amount shown will be
enough to pay the deduction amount due. The Policy will continue through the
Late Period, but if no payment is received by us, it will terminate at the end
of the Late Period. If the Insured dies during the Late Period, the Death
Benefit payable will be reduced by the Monthly Deduction Amount due plus the
amount of any outstanding loan. (See "Death Benefit," below.)

If the Policy lapses, you may reinstate the Policy by paying the reinstatement
premium (and any applicable charges) stated in the lapse notice. You may request
reinstatement within three years of lapse (unless a different period is required
under applicable state law). Upon reinstatement, the Policy's Contract Value
will equal the Net Premium. In addition, we reserve the right to require
satisfactory evidence of insurability of the Insured.

18
<PAGE> 19

INSURED TERM RIDER

You may choose to purchase the Insured Term Rider as an addition to the Policy.
This rider may not be available in all states.

EXCHANGE RIGHTS

Once the Policy is in effect, you may choose during the first 24 months to
irrevocably transfer all Contract Value of the Investment Options to the Fixed
Account. Upon election of this option, no future transfers to the Investment
Options will be permitted. All future premium payments will be allocated to the
Fixed Account. No evidence of insurability is required to exercise this Option.

RIGHT TO CANCEL

An Applicant may cancel the Policy by returning it via mail or personal delivery
to the Company or to the agent who sold the Policy. The Policy must be returned
by the latest of

(1) 10 days after delivery of the Policy to the Policy Owner,

(2) 45 days of completion of the Policy application, or

(3) 10 days after the Notice of Right to Cancel has been mailed or
delivered to the Applicant whichever is latest, or

(4) later if required by state law.

We will refund the premium payments paid, or the sum of (1) the difference
between the premium paid, including any fees or charges, and the amounts
allocated to the Investment Option(s), (2) the value of the amounts allocated to
the Investment Option(s) on the date on which the Company receives the returned
Policy, and (3) any fees and other charges imposed on amounts allocated to the
Investment Option(s), depending on state law. We will make the refund within
seven days after we receive your returned policy.

ACCESS TO CONTRACT VALUES
--------------------------------------------------------------------------------

POLICY LOANS

You may borrow up to 100% of the Policy's Cash Surrender Value. This amount will
be determined on the day we receive the loan request in writing in a form
acceptable to us. We reserve the right to limit loan requests to at least $500.
We will make the loan within seven days of our receipt of the written loan
request. The annual effective loan interest rate charged is 5.00%. The annual
effective loan interest rate credited is 4.40% in years 1 - 10, 4.50% in years
11 - 25, and 4.70% in years 26 plus.

If you have a loan outstanding and request a second loan, we will add the amount
of the outstanding loan to the loan request. Interest on the outstanding amount
of the loan(s), is charged daily and is payable at the end of each Policy Year.

We will transfer the amount of the loan from each Investment Option on a pro
rata basis, as of the date the loan is made unless otherwise specified. Loan
amounts will be transferred from the Fixed Account when insufficient amounts are
available in the Investment Options. We transfer the loan amount to the Loan
Account, and credit the Loan Account with a fixed annual rate as shown in the
Policy. Amounts held in the Loan Account will not affected by the investment
performance of the Investment Options. As you repay the loan, we deduct the
amount of the loan repayment from the Loan Account and reallocate the payments
among the Investment Options and the Fixed Account according to your current
instructions. You may repay all or any part of a loan secured by the Policy
while the Policy is still in effect.

19
<PAGE> 20

CONSEQUENCES. Your Cash Surrender Value is reduced by the amount of any
outstanding loan(s). If a loan is not repaid, it permanently decreases the Cash
Surrender Value, which could cause the Policy to lapse. Additionally, the Death
Benefit payable will be decreased because of an outstanding loan. Also, even if
a loan is repaid, the Death Benefit and Cash Surrender Value may be permanently
affected since you do not receive any investment experience on the outstanding
loan amount held in the Loan Account.

POLICY SURRENDERS

You may withdraw all or a portion of the Contract Value from the Policy on any
day that the Company is open for business.

FULL SURRENDERS. As long as the Policy is in effect, you may surrender the
Policy and receive its Cash Surrender Value. (You may request a surrender
without the beneficiary's consent provided the beneficiary has not been
designated "irrevocable." If so, you will need the beneficiary's consent.) The
Cash Surrender Value will be determined as of the date we receive the written
request at our Home Office. The Cash Surrender Value is the Contract Value,
minus any outstanding Policy loans.

For full surrenders, we will pay you within seven days after we receive the
request, or on the date you specify, whichever is later. The Policy will
terminate on the deduction date following our receipt of the surrender request
(or following the date you specified, if later).

If the Policy has not been assigned at any time and a full surrender is
requested in the first seven Policy Years we will pay an additional amount at
the time of surrender as follows:

<TABLE>
<C> <S>
------------------------------------------------------------------------------------------
POLICY YEAR OF FULL SURRENDER ADDITIONAL PAYMENT
------------------------------------------------------------------------------------------
1 8% of first year premium received up to
Target Premium plus 5.5% of all other
premiums.
------------------------------------------------------------------------------------------
2 6% of the sum of premium received up to
Target Premium in each of the first two
Policy Years plus 5.5% of all other
premiums.
------------------------------------------------------------------------------------------
3 3.5% of the sum of premium received up to
Target Premium in each of the first three
Policy Years plus 3.5% of all other
premiums.
------------------------------------------------------------------------------------------
4 1.5% of the sum of premium received up to
Target Premium in each of the first four
Policy Years plus 1.5% of all other
premiums.
------------------------------------------------------------------------------------------
5 1.5% of the sum of premium received up to
Target Premium in each of the first five
Policy Years plus 1% of all other premiums.
------------------------------------------------------------------------------------------
6 1% of the sum of premium received up to
Target Premium in each of the first six
Policy Years.
------------------------------------------------------------------------------------------
7 .5% of the sum of premium received up to
Target Premium in each of the first six
Policy Years.
------------------------------------------------------------------------------------------
</TABLE>

20
<PAGE> 21

PARTIAL WITHDRAWALS. You may request a partial withdrawal from the Policy at
any time after the first policy year. We reserve the right to limit partial
withdrawals to at least $500. We will deduct the amount surrendered pro rata
from all Investment Options, unless you give us other written instructions.

In addition to reducing the Policy's Contract Value, partial withdrawals will
reduce the Death Benefit payable under the Policy. We will reduce the Stated
Amount by the amount necessary to prevent any increase in the Net Amount at
Risk. We may require you to return the Policy to record this reduction.

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

The Death Benefit under the Policy is the amount paid to the Beneficiary upon
the death of the Insured. The Death Benefit will be reduced by any unpaid
Monthly Deduction Amount and outstanding Policy loans. All or part of the Death
Benefit may be paid in cash or applied to one or more of the payment options
described in the following pages.

You may elect one of these Death Benefit options. As long as the Policy remains
in effect, the Company guarantees that the Death Benefit under any option will
be at least the current Stated Amount of the Policy less any outstanding Policy
loan and unpaid Monthly Deduction Amount. The Amount Insured under any option
may vary with the Contract Value of the Policy. Under Option 1 (the "Level
Option"), the Amount Insured will be equal to the Stated Amount of the Policy
or, if greater, a specified multiple of Contract Value (the "Minimum Amount
Insured"). Under Option 2 (the "Variable Option"), the Amount Insured will be
equal to the Stated Amount of the Policy plus the Contract Value (determined as
of the date of the last Insured's death) or, if greater, the Minimum Amount
Insured. Under Option 3, (the Annual Increase Option), the Amount Insured will
be equal to stated amount of the policy plus Premium Payments minus any partial
surrenders.

The Minimum Amount Insured is the amount required to qualify the Policy as a
life insurance Policy under the current federal tax law. Under that law, the
Minimum Amount Insured equals to a stated percentage of the Policy's Contract
Value determined as of the first day of each Policy Month. The percentages
differ according to the attained age of the Insured and the definition of life
insurance under Section 7702 selected by you. (Cash Value Accumulation Test or
Guideline Premium Cash Value Corridor Test. The Minimum Amount Insured is set
forth in the Policy and may change as federal income tax laws or regulations
change. The following is a schedule of the applicable percentages for the
Guideline Premium Cash Value Corridor Test. For attained ages not shown, the
applicable percentages will decrease evenly:

<TABLE>
<CAPTION>
ATTAINED AGE OF
YOUNGER INSURED PERCENTAGE
--------------- ----------
<S> <C>
0-40..... 250
45....... 215
50....... 185
55....... 150
60....... 130
65....... 120
70....... 115
75....... 105
95+ 100
</TABLE>

Federal tax law imposes another cash funding limitation on cash value life
insurance Policies that may increase the Minimum Amount Insured shown above.
This limitation, known as the "guideline premium limitation," generally applies
during the early years of variable universal life insurance Policies.

21
<PAGE> 22

In the Cash Value Accumulation Test, the factors at the end of a Policy Year are
set forth in Appendix C.

The following examples demonstrate the relationship between the Death Benefit,
the Cash Surrender Value and the Minimum Amount Insured under Death Benefit
Options 1. The examples assume an Insured of age 40, a Minimum Amount Insured of
250% of Contract Value (assuming the preceding table is controlling as to
Minimum Amount Insured), and no outstanding Policy loan.

OPTION 1 -- LEVEL DEATH BENEFIT

In the following examples of an Option 1 Level Death Benefit, the Death Benefit
under the Policy is generally equal to the Stated Amount of $50,000. Since the
Policy is designed to qualify as a life insurance Policy, the Death Benefit
cannot be less than the Minimum Amount Insured (or, in this example, 250% of the
Contract Value).

EXAMPLE ONE. If the Contract Value of the Policy equals $10,000, the Minimum
Amount Insured would be $25,000 ($10,000 x 250%). Since the Death Benefit in the
Policy is the greater of the Stated Amount ($50,000) or the Minimum Amount
Insured ($25,000), the Death Benefit would be $50,000.

EXAMPLE TWO. If the Contract Value of the Policy equals $40,000, the Minimum
Amount Insured would be $100,000 ($40,000 x 250%). The resulting Death Benefit
would be $100,000 since the Death Benefit is the greater of the Stated Amount
($50,000) or the Minimum Amount Insured ($100,000).

OPTION 2 -- VARIABLE DEATH BENEFIT

In the following examples of an Option 2 Variable Death Benefit, the Death
Benefit varies with the investment experience of the applicable Investment
Options and will generally be equal to the Stated Amount plus the Contract Value
of the Policy (determined on the date of the Insured's death). The Death Benefit
cannot, however, be less than the Minimum Amount Insured (or, in this example,
250% of the Contract Value).

EXAMPLE ONE. If the Contract Value of the Policy equals $10,000, the Minimum
Amount Insured would be $25,000 ($10,000 x 250%). The Death Benefit ($60,000)
would be equal to the Stated Amount ($50,000) plus the Contract Value ($10,000),
unless the Minimum Amount Insured ($25,000) was greater.

EXAMPLE TWO. If the Contract Value of the Policy equals $60,000, then the
Minimum Amount Insured would be $150,000 ($60,000 x 250%). The resulting Death
Benefit would be $150,000 because the Minimum Amount Insured ($150,000) is
greater than the Stated Amount plus the Contract Value ($50,000 + $60,000 =
$110,000).

OPTION 3 -- ANNUAL INCREASE OPTION

In the following examples of an Option 3 Annual Increase Option, the Death
Benefit is generally equal to the Stated Amount of $50,000 plus premium payments
paid minus partial surrenders, accumulated at the specified interest rates.

EXAMPLE ONE. If the Contract Value of the Policy equals $10,000, the Minimum
Amount Insured would be $25,000 ($10,000 x 250%). The Death Benefit ($52,650)
would be equal to the Stated Amount ($50,000) plus premium payments ($2,500)
aggregated at 6.00% for one year, unless the Minimum Amount Insured ($25,000)
was greater.

EXAMPLE TWO. If the Contract Value of the Policy equals $40,000, the Minimum
Amount Insured would be $100,000 ($40,000 x 250%). The Death Benefit would be
$100,000 since the Death Benefit is greater than the Stated Amount plus premium
payments aggregated at 6.00% for one year ($52,650) or the Minimum Amount
Insured ($100,000).

22
<PAGE> 23

PAYMENT OF PROCEEDS

Death Benefits are payable within seven days after we receive satisfactory proof
of the Insured's death. The amount of Death Benefit paid may be adjusted to
reflect any unpaid Monthly Deduction Amount, any Policy loan, any material
misstatements in the Policy application as to age or sex of the Insured, and any
amounts payable to an assignee under a collateral assignment of the Policy. (See
"Assignment".) If no beneficiary is living when the Insured has died, the Death
Benefit will be paid to the Policy Owner, if living, otherwise, the Death
Benefit will be paid to the Policy Owner's estate.

Subject to state law, if the Insured commits suicide within two years following
the Issue Date limits on the amount of Death Benefit paid will apply. (See
"Limit on Right to Contest and Suicide Exclusion") In addition, if the Insured
dies during the 61-day period after the Company gives notice to the Policy Owner
that the Cash Surrender Value of the Policy is insufficient to meet the Monthly
Deduction Amount due against the Contract Value of the Policy, then the Death
Benefit actually paid to the Policy Owner's Beneficiary will be reduced by the
amount of the Deduction Amount that is due and unpaid. (See "Contract Value and
Cash Surrender Value," for effects of partial surrenders on Death Benefits.)

PAYMENT OPTIONS

We will pay policy proceeds in a lump sum, unless you or the Beneficiary selects
one of the Company's payment options. We may defer payment of proceeds which
exceed the Contract Value for up to six months from the date of the request for
the payment. A combination of options may be used. The minimum amount that may
be placed under a payment option is $5,000 unless we consent to a lesser amount.
Proceeds applied under an option will no longer be affected by the investment
experience of the Investment Options.

The following payment options are available under the Policy:

OPTION 1 -- Payments of a Fixed Amount

OPTION 2 -- Payments for a Fixed Period

OPTION 3 -- Amounts Held at Interest

OPTION 4 -- Monthly Life Income

OPTION 5 -- Joint and Survivor Level Amount Monthly Life Income

OPTION 6 -- Joint and Survivor Monthly Life Income-Two-thirds to Survivor

OPTION 7 -- Joint and Last Survivor Monthly Life Income-Monthly Payment
Reduces on Death of First Person Named

OPTION 8 -- Other Options

We will make any other arrangements for periodic payments as may be agreed upon.
If any periodic payment due any payee is less than $50, we may make payments
less often. If we have declared a higher rate under an option on the date the
first payment under an option is due, we will base the payments on the higher
rate.

MATURITY BENEFITS
--------------------------------------------------------------------------------

The maturity date is the anniversary of the Policy Date on which the Insured is
age 100. If the Insured is living on the Maturity Date, the Company will pay you
the Policy's Contract Value, less any outstanding Policy loan or unpaid
Deduction Amount. You must surrender the Policy to us before we make a payment,
at which point the Policy will terminate and we will have no further obligations
under the Policy.

23
<PAGE> 24

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

GENERAL

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

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

- the ability for you to obtain a loan under the Policies;

- the Death Benefit paid on the death of the Insured;

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

- administration of the various elective options available under the
Policies; and

- the distribution of various reports to policy owners.

Costs and expenses we incur include:

- expenses associated with underwriting applications and increases in the
Stated Amount;

- losses associated with various overhead and other expenses associated
with providing the services and benefits provided by the Policies;

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

- other costs of doing business.

Risks we assume include:

- that insureds may live for a shorter period of time than estimated
resulting in the payment of greater Death Benefits than expected; and

- that the costs of providing the services and benefits under the Policies
will exceed the charges deducted.

CHARGES AGAINST PREMIUM

- FRONT-END SALES EXPENSE CHARGES. When we receive a Premium Payment, and
before allocation of the payment among the Investment Options, we deduct
a front-end sales charge. The current charge is 10% of the premiums
received up to the Target Premium for Policy Years 1 and 2, 8% for Policy
Years 3 through 7, and 3.5% thereafter. The current charge on premium
received in excess of the Target Premium is 6% for Policy Years 1 and 2,
4% for Policy Years 3 through 7, and 3.5% thereafter. The sales charge is
guaranteed not to exceed 12% of such Target Premium payments in all
Contract Years and 10% on amounts in excess of the Target Premium. For
these purposes an increase in Stated Amount is treated as a newly issued
contract. Currently, 2.25% of the Sales Expense Charge is designed to
compensate us for state premium taxes owed by the Company associated with
the receipt of premium, which cost is borne by the Policy Owner. These
taxes vary from state to state, and 2.25% is an average. In some states,
there may be no premium taxes associated with premium. Likewise, 1.25% of
the Sales Expense Charge is designed to compensate us for federal taxes
associated with the receipt of premium, which cost is borne by the Policy
Owner.

MONTHLY DEDUCTION AMOUNT

We will deduct a Monthly Deduction Amount to cover certain charges and expenses
incurred in connection with the Policy. The Monthly Deduction Amount is deducted
pro rata from each of the

24
<PAGE> 25

Investment Options and the Fixed Account values attributable to the Policy. The
amount is deducted on the first day of each Policy Month (the "Deduction Date"),
beginning on the Policy Date. The dollar amount of the Monthly Deduction Amount
will vary from month to month. The Monthly Deduction Amount consists of the Cost
of Insurance Charge, Monthly Policy Charge and Charges for any Rider(s).

COST OF INSURANCE CHARGE. The amount of the Cost of Insurance deduction depends
on the amount of insurance coverage on the date of the deduction and the current
cost per dollar for insurance coverage. The cost per dollar of insurance
coverage varies annually and is based on age, sex, risk class of the Insured and
duration from issue.

MONTHLY POLICY CHARGE. This current $5 charge is used to cover expenses
associated with maintaining the policy. This charge is guaranteed not to exceed
$10.

MONTHLY PER $1,000 CHARGE. A sales expense charge of $.10 per $1,000 of the
Stated Amount for the first 20 Policy Years. For purposes of this charge an
increase in Stated Amount is considered a new policy.

CHARGES AGAINST THE SEPARATE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE. We deduct a daily charge for mortality and
expense risks. This current charge is at an annual rate of 0.20% for Policy
Years 1-25, and .05% thereafter. It is guaranteed not to exceed .75% for all
years. This charge compensates us for various risks assumed, benefits provided
and expenses incurred.

UNDERLYING FUND EXPENSES

When you allocate money to the Investment Options, the Separate Account
purchases shares of the corresponding Underlying Funds at net asset value. The
net asset value reflects investment advisory fees and other expenses already
deducted. The investment advisory fees and other expenses paid by each of the
underlying Mutual Funds are described in the individual fund prospectuses. These
are not direct charges under the Policy; they are indirect because they affect
each Investment Option's accumulation unit value.

The Company also reserves the right to charge the assets of each Investment
Option for a reserve for any income taxes payable by the Company on the assets
attributable to that Investment Option. (See "Federal Tax Considerations.")

TRANSFER CHARGE

There is currently no charge for transfers between Investment Options. We
reserve the right to limit free transfers of Contract Value to six times in any
Policy Year, and to charge $10 for any additional transfers.

REDUCTION OR ELIMINATION OF CHARGES

We may offer the Policy in arrangements where a corporation, employer or trustee
will own a group of policies on the lives of certain employees, or in other
situations where groups of policies will be purchased at one time. We may reduce
or eliminate the mortality and expense risk charge, sales charges and
administrative charges in such arrangements to reflect the reduced sales
expenses, administrative costs and/or mortality and expense risks expected as a
result of sales to a particular group.

We will not reduce or eliminate any charges if the reduction or elimination will
be unfairly discriminatory to any person.

25
<PAGE> 26

THE SEPARATE ACCOUNT AND VALUATION
--------------------------------------------------------------------------------

THE TRAVELERS FUND UL III FOR VARIABLE LIFE INSURANCE (FUND UL III)

The Travelers Fund III for Variable Life Insurance was established on January
15, 1999 under the insurance laws of the state of Connecticut. It is registered
with the SEC as a unit investment trust under the Investment Company Act of
1940. A Registration Statement has been filed with the SEC under the Securities
Act of 1933, as amended. This Prospectus does not contain all information set
forth in the Registration Statement, its amendments and exhibits. You may access
the SEC's website (http://www.sec.gov) to view the entire Registration
Statement. This registration does not mean that the SEC supervises the
management or the investment practices or policies of the Separate Account.

The assets of Fund are invested exclusively in shares of the Investment Options.
The operations of Fund are also subject to the provisions of Section 38a-433 of
the Connecticut General Statutes which authorizes the Connecticut Insurance
Commissioner to adopt regulations under it. Under Connecticut law, the assets of
Fund UL III will be held for the exclusive benefit of Policy Owners and the
persons entitled to payments under the Policy. The assets held in Fund UL III
are not chargeable with liabilities arising out of any other business which the
Company may conduct. Any obligations arising under the Policy are general
corporate obligations of the Company.

All investment income of and other distributions to each Investment Option are
reinvested in shares of corresponding underlying fund at net asset value. The
income and realized gains or losses on the assets of each Investment Option are
separate and are credited to or charged against the Investment Option without
regard to income, gains or losses from any other Investment Option or from any
other business of the Company. The Company purchases shares of the underlying
funds in connection with the Investment Options associated with premium payments
allocated at the Policy Owners' directions, and redeems Fund UL III units to
meet Policy obligations. We will also make adjustments in reserves, if required.
The Investment Options are required to redeem Fund shares at net asset value and
to make payment within seven days.

HOW THE CONTRACT VALUE VARIES. We calculate the Policy's Contract Value each
day the New York Stock Exchange is open for trading (a "valuation date") and we
are open for business. A Policy's Contract Value reflects a number of factors,
including Premium Payments, partial withdrawals, loans, Policy charges, and the
investment experience of the Investment Option(s) chosen. The Policy's Contract
Value on a valuation date equals the sum of all accumulation units for each
Investment Option chosen, plus the Loan Account Value and the Fixed Account
Value.

The Separate Account purchases shares of the underlying funds at net asset value
(i.e., without a sales charge). The Separate Account receives all dividends and
capital gains distributions from each underlying fund, and reinvests in
additional shares of that fund. The Accumulation Unit Value reflects the
reinvestment of any dividends or capital gains distributions declared by the
underlying fund. The Separate Account will redeem underlying fund shares at
their net asset value, to the extent necessary to make payments under the
Policy.

In order to determine Contract Value, Cash Surrender Value, policy loans and the
number of Accumulation Units to be credited, we use the values calculated as of
the close of business on each valuation date we receive the written request, or
payment in good order, at our Home Office.

ACCUMULATION UNIT VALUE. Accumulation Units measure the value of the Investment
Options. The value for each Investment Option's Accumulation Unit is calculated
on each valuation date. The value equals the Accumulation Unit value for the
preceding valuation period multiplied by the underlying fund's Net Investment
Factor during the next Valuation Period. (For example, to calculate Monday's
valuation date price, we would multiply Friday's Accumulation Unit Value by
Monday's net investment factor.)

26
<PAGE> 27

The Accumulation Unit Value may increase or decrease. The number of Accumulation
Units credited to your Policy will not change as a result of the Investment
Option's investment experience.

NET INVESTMENT FACTOR. For each Investment Option, the value of its
Accumulation Unit depends of the net rate of return for the corresponding
underlying fund. We determine the net rate of return at the end of each
Valuation Period (that is, the period of time beginning at the close of the New
York Stock Exchange, and ending at its close of business on the next Valuation
Date). The net rate of return reflects the investment performance of the
investment option, includes any dividends or capital gains distributed, and is
net of the Separate Account and underlying Investment Option charges.

CHANGES TO THE POLICY
--------------------------------------------------------------------------------

GENERAL

Once the policy is issued, you may make certain changes. Some of these changes
will not require additional underwriting approval; some changes will. Certain
requests must be made in writing, as indicated below:

WRITTEN CHANGES REQUIRING UNDERWRITING APPROVAL:

- increases in the stated amount of insurance;

WRITTEN CHANGES NOT REQUIRING UNDERWRITING APPROVAL:

- decreases in the stated amount of insurance

- changing the death benefit option

- changes to the way your premiums are allocated

- changing the beneficiary (unless irrevocably named)

Written requests for changes should be sent to the Company c/o Andesa, TPA, Inc.

CHANGES IN STATED AMOUNT

After the first policy year, a Policy Owner may request in writing an increase
or decrease in the Policy's Stated Amount, provided that the Stated Amount after
any decrease may not be less than the minimum amount of $50,000. For purposes of
determining the cost of insurance charge, a decrease in the Stated Amount will
reduce the Stated Amount in the following order:

1) against the most recent increase in the Stated Amount;

2) to other increases in the reverse order in which they occurred;

3) to the initial Stated Amount.

A decrease in Stated Amount in a substantially funded Policy may cause a cash
distribution that is includable in the gross income of the Policy Owner.

For increases in the Stated Amount, we may require a new application and
evidence of insurability as well as an additional premium payment. The effective
date of any increase will be shown on the new Policy Summary which we will send.
The effective date of any increase in the Stated Amount will generally be the
Deduction Date next following either the date of a new application or, if
different, the date requested by the Applicant. There is no additional charge
for a decrease in Stated Amount.

27
<PAGE> 28

CHANGES IN DEATH BENEFIT OPTION

After the first policy year, if the Insured is alive you may change the Death
Benefit Option by sending a written request to the Company. The following
changes in Death Benefit Options are permissible:

Options 1-2

Options 2-1

Options 3-1

It is not permitted to change from Option 3 to 2; Option 1 to 3, and 2 to 3.

If the Option is changed from Option 1 to Option 2 the Stated Amount will be
reduced by the amount of the Contract Value at the time of the change. If the
Option is changed from Option 2 to Option 1 the Stated Amount will be increased
by the amount of the Contract Value at the time of the Option change. If the
Option is changed from Option 3 to Option 1 the Stated Amount will be increased
by the amount of accumulated premiums paid at the time of the option change.
There is no other direct consequence of changing a Death Benefit option, except
as described under "Tax Treatment of Policy Benefits." However, the change could
affect future values of Net Amount At Risk. The cost of insurance charge which
is based on the Net Amount At Risk may be different in the future.

ADDITIONAL POLICY PROVISIONS
--------------------------------------------------------------------------------

ASSIGNMENT

The Policy may be assigned as collateral for a loan or other obligation. The
Company is not responsible for any payment made or action taken before receipt
of written notice of such assignment. Proof of interest must be filed with any
claim under a collateral assignment.

LIMIT ON RIGHT TO CONTEST AND SUICIDE EXCLUSION

The Company may not contest the validity of the Policy after it has been in
effect during the lifetime or the Insured for two years from the Issue Date.
Subject to state law, if the Policy is reinstated, the two-year period will be
measured from the date of reinstatement. Each requested increase in Stated
Amount is contestable for two years from its effective date (subject to state
law). In addition, if the Insured commits suicide during the two-year period
following issue, subject to state law, the Death Benefit will be limited to the
premiums paid less (i) the amount of any partial surrender, (ii) the amount of
any outstanding Policy loan, and (iii) the amount of any unpaid Deduction Amount
due. During the two-year period following an increase, the Death Benefit in the
case of suicide will be limited to an amount equal to the Deduction Amount paid
for such increase.

MISSTATEMENT AS TO SEX AND AGE

If there has been a misstatement with regard to sex or age, benefits payable
will be adjusted to what the Policy would have provided with the correct
information. A misstatement with regard to sex or age in a substantially funded
Policy may cause a cash distribution that is includable in whole or in part in
the gross income of the Policy Owner.

VOTING RIGHTS

The Company is the legal owner of the underlying fund shares. However, we
believe that when an underlying fund solicits proxies, we are required to obtain
from policy owners who have chosen those investment options 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

28
<PAGE> 29

include any shares we own on our own behalf. If we determine that we no longer
need to comply with this voting method, we will vote on the shares in our own
right.

OTHER MATTERS

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

STATEMENTS TO POLICY OWNERS

We will maintain all records relating to the Separate Account and the Investment
Options. At least once each Policy Year, we will send you a statement containing
the following information:

- the Stated Amount and the Contract Value of the Policy (indicating the
number of Accumulation Units credited to the Policy in each Investment
Option and the corresponding Accumulation Unit Value);

- the date and amount of each premium payment;

- the date and amount of each Monthly Deduction;

- the amount of any outstanding Policy loan as of the date of the
statement, and the amount of any loan interest charged on the Loan
Account;

- the date and amount of any partial cash surrenders and the amount of any
partial surrender charges;

- the annualized cost of any supplemental benefits purchased under the
Policy; and

- a reconciliation since the last report of any change in Contract Value
and Cash Surrender Value.

We will also send any other reports required by any applicable state or federal
laws or regulations.

SUSPENSION OF VALUATION

We reserve the right to suspend or postpone the date of any payment of any
benefit or values associated with the Separate Account for any Valuation Period
(1) when the New York Stock Exchange ("Exchange") is closed; (2) when trading on
the Exchange is restricted; (3) when the SEC determines so that disposal of the
securities held in the Underlying Funds is not reasonably practicable or the
value of the Investment Option's net assets cannot be determined; or (4) during
any other period when the SEC, by order, so permits for the protection of
security holders. We reserve the right to suspend or postpone the date of any
payment of any benefit or values associated with the fixed account for up to six
months.

DIVIDENDS

No dividends will be paid under the Policy.

MIXED AND SHARED FUNDING

It is conceivable that in the future it may not be advantageous for variable
life insurance and variable annuity Separate Accounts to invest in the
Investment Options simultaneously. This is called mixed funding. Certain funds
may be available to variable products of other companies not affiliated with
Travelers. This is called "shared funding." Although we -- and the funds -- do
not anticipate any disadvantages either to variable life insurance or to
variable annuity Policy Owners, the Investment Options' Boards of Directors
intend to monitor events to identify any material conflicts that may arise and
to determine what action, if any, should be taken. If any of the Investment
Options' Boards of Directors conclude that separate mutual funds should be
established for variable life insurance and variable annuity Separate Accounts,
the Company will bear the attendant expenses, but variable life insurance and
variable annuity Policy Owners would

29
<PAGE> 30

no longer have the economies of scale resulting from a larger combined fund.
Please consult the prospectuses of the Investment Options for additional
information.

DISTRIBUTION

The Company intends to sell the Policies in all jurisdictions where it is
licensed to do business and where the Policy is approved. Any sales
representatives or employee associated with a broker-dealer who sells the
Contracts will be qualified to sell variable life insurance under the 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 policy is
offered through both affiliated and non-affiliated broker-dealers.

The principal underwriter of the Policies is CFBDS, Inc, 21 Milk Street, Boston,
MA. CFBDS is not affiliated with the Company or the Separate Account. However,
it is currently anticipated that Travelers Distribution LLC, and affiliated
broker-dealer, may become the principal underwriter for the Policies sometime in
2000.

The maximum commission payable by the Company for distribution to the
broker-dealer will not exceed 25% of the premium paid in the first Contract Year
or 15% of the premium paid in Contract Years 2-4. After Contract Year 4, the
maximum commission will not exceed 5% of the premiums paid plus .50% of the
current Contract Value. From time to time, the Company may pay or permit other
promotional incentives in cash, credit or other compensation.

LEGAL PROCEEDINGS AND OPINION

There are no pending material legal proceedings affecting the Separate Account.

Legal matters in connection with the federal laws and regulations affecting the
issue and sale of the Contract described in this prospectus, as well at 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 Deputy General
Counsel of the Company.

EXPERTS

The financial statements of Fund UL III as of December 31, 1999 and for the
period from September 8, 1999 (date operations commenced) to December 31, 1999,
included in the registration statement have been included herein in reliance on
the report of KPMG LLP, independent certified public accountants, upon the
authority of said firm as experts in accounting and auditing.

The consolidated financial statements of The Travelers Insurance Company and
subsidiaries as of December 31, 1999 and 1998, and for each of the years in the
three-year period ended December 31, 1999, have been included herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, appearing elsewhere herein, and upon the authority
of said firm as experts in accounting and auditing.

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

GENERAL

The following is a general discussion of the federal income tax considerations
relating to the Policies. This discussion is based upon the Company's
understanding of the federal income tax laws as they are currently interpreted
by the Internal Revenue Service ("IRS"). These laws are complex, and tax results
may vary among individuals. A person contemplating the purchase of or the
exercise of elections under a Policy should seek competent tax advice.

30
<PAGE> 31

IT SHOULD BE UNDERSTOOD THAT THIS IS NOT AN EXHAUSTIVE DISCUSSION OF ALL TAX
QUESTIONS THAT MIGHT ARISE UNDER THE POLICIES. NO ATTEMPT HAS BEEN MADE TO
ADDRESS ANY FEDERAL ESTATE TAX OR STATE AND LOCAL TAX CONSIDERATIONS WHICH MAY
ARISE IN CONNECTION WITH A POLICY. FOR COMPLETE INFORMATION, A QUALIFIED TAX
ADVISOR SHOULD BE CONSULTED.

THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF ANY POLICY AND THE FOLLOWING
TAX DISCUSSION IS BASED ON THE COMPANY'S UNDERSTANDING OF FEDERAL INCOME TAX
LAWS AS THEY ARE CURRENTLY INTERPRETED. THE COMPANY CANNOT GUARANTEE THAT THOSE
LAWS OR INTERPRETATIONS WILL REMAIN UNCHANGED.

TAX STATUS OF THE POLICY

DEFINITION OF LIFE INSURANCE

Section 7702 of the IRS Code ("Code") sets forth a definition of a life
insurance contract for federal tax purposes. Guidance as to how Section 7702 is
to be applied, however, is limited. Although the Secretary of the Treasury (the
"Treasury") is authorized to prescribe regulations implementing Section 7702,
and while proposed regulations and other limited, interim guidance has been
issued, final regulations have not been adopted. If a Policy were determined not
to be a life insurance contract for purposes of Section 7702, such Policy would
not provide the tax advantages normally provided by a life insurance policy.

With respect to a Policy issued on the basis of a standard rate class, the
Company believes (largely in reliance on IRS Notice 88-128 and the proposed
regulations under Section 7702) that such a Policy should meet the Section 7702
definition of a life insurance contract. There is less guidance on the
application of the rules with respect to a Policy that is issued on a
substandard basis (i.e., a premium class involving higher than standard
mortality risk). Thus, it is not clear whether such a Policy would satisfy
Section 7702, particularly if the Policy Owner pays the full amount of premiums
permitted under the Policy.

The Company reserves the right to make changes in the Policy if such changes are
deemed necessary to attempt to assure its qualification as a life insurance
contract for tax purposes.

DIVERSIFICATION

Section 817(h) of the Code provides that separate account investments (or the
investments of a mutual fund, the shares of which are owned by separate accounts
of insurance companies) underlying the Policy must be "adequately diversified"
in accordance with Treasury regulations in order for the Policy to qualify as
life insurance. The Treasury Department has issued regulations prescribing the
diversification requirements in connection with variable contracts. The Separate
Account, through the Investment Options, intends to comply with these
requirements. Although the Company does not control the Investment Options, it
intends to monitor the investments of the Investment Options to ensure
compliance with the diversification requirements prescribed by the Treasury
Department.

INVESTOR CONTROL

In certain circumstances, owners of variable life insurance contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate accounts used to support their contract. In those circumstances, income
and gains from the separate account assets would be includable in the variable
contract owner's gross income each year. The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
has also announced, in connection with the issuance of regulations concerning
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 (i.e., the Policy Owner), rather than the

31
<PAGE> 32

insurance company, to be treated as the owner of the assets in the account."
This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may direct their
investments to particular Investment Options without being treated as owners of
the underlying assets." As of the date of this prospectus, no such guidance has
been issued.

The ownership rights under the Policy are similar to, but different in certain
respects from, those described by the IRS in rulings in which it determined that
the policy owners received the desired tax benefits because they were not owners
of separate account assets. For example, a Policy Owner of this Policy has the
choice of more investment options to which to allocate premium payments and cash
values and may be able to transfer among investment options more frequently than
in such rulings. In addition, the Policy Owner may have the choice of certain
investment options which may be more similar to each other in their investment
objective and policies than in such rulings. These differences could result in
the Policy Owner being treated as the owner of the assets of the Separate
Account. In addition, the Company does not know what standard will be set forth
in the regulations or rulings which the Treasury is expected to issue, nor does
the Company know if such guidance will be issued. The Company therefore reserves
the right to modify the Policy as necessary to attempt to prevent the Policy
Owner from being considered the owner of a pro rata share of the assets of the
Separate Account.

The remaining tax discussion assumes that the Policy qualifies as a life
insurance contract for federal income tax purposes.

TAX TREATMENT OF POLICY BENEFITS

IN GENERAL

The Company believes that the proceeds and Contract value increases of a Policy
should be treated in a manner consistent with a fixed-benefit life insurance
policy for federal income tax purposes. Thus, the Death Benefit under the Policy
should be excludable from the gross income of the Beneficiary.

In addition, the Policy Owner will generally not be deemed to be in constructive
receipt of the Contract Value, including increments thereof, until there is a
distribution. The tax consequences of distribution from, and loans taken from or
secured by, a Policy depend on whether the Policy is classified as a "Modified
Endowment Contract." However, whether a Policy is or is not a Modified Endowment
Contract, upon a complete surrender or lapse of a Policy or when benefits are
paid at a Policy's maturity date, if the amount received plus the amount of
indebtedness exceeds the total investment in the Policy, the excess will
generally be treated as ordinary income subject to tax.

Depending on the circumstances, the exchange of a Policy, a change in the
Policy's Death Benefit Option, a Policy loan, a partial withdrawal, a surrender,
a change in ownership, or an assignment of the Policy may have federal income
tax consequences. In addition, federal, state and local transfer, and other tax
consequences of ownership or receipt of Policy proceeds depend on the
circumstances of each Owner or beneficiary. Therefore, it is important to check
with a tax adviser prior to the purchase of a policy.

MODIFIED ENDOWMENT CONTRACTS

A modified endowment contract is defined under tax law as any policy that
satisfies the present legal definition of a life insurance contract but which
fails to satisfy a 7-pay test. This failure could occur with contracts entered
into after June 21, 1988, or with certain older contracts materially changed
after that date. A Section 1035 exchange of an older contract into a contract
after that date will not by itself cause the new contract to be a modified
endowment contract if the older contract had not become one prior to the
exchange. However, the new contract must be re-tested under the 7-pay test
rules.

32
<PAGE> 33

A contract fails to satisfy the 7-pay test if the cumulative amount of premiums
paid under the contract at any time during the first seven contract years
exceeds the sum of the net level premiums that would have been paid on or before
such time had the contract provided for paid-up future benefits after the
payment of seven level annual premiums. If a material change in the contract
occurs either during the first seven contract years, or later, a new seven-year
testing period is begun. A decrease to Stated Amount made in the first seven
years will cause a retest of the cumulative amount of premiums. Decreases made
after the first seven contract years are not considered a material change,
provided no other material changes have occurred prior. Tax regulations or other
guidance will be needed to fully define those transactions which are material
changes. The Company has established safeguards for monitoring whether a
contract may become a modified endowment contract.

Loans and partial withdrawals from, as well as collateral assignments of,
Policies that are modified endowment contracts will be treated as distributions
to the Policy Owner for tax purposes. All pre-death distributions (including
loans, partial withdrawals and collateral assignments) from these Policies will
be included in gross income on an income-first basis to the extent of any income
in the Policy (the cash value less the Policy Owner's investment in the Policy)
immediately before the distribution.

The law also imposes a 10% penalty tax on pre-death distributions (including
loans, collateral assignments, partial withdrawals and complete surrenders) from
modified endowment contracts to the extent they are included in income, unless a
specific exception to the penalty applies. The penalty does not apply to amounts
which are distributed on or after the date on which the taxpayer attains age
59 1/2, because the taxpayer is disabled, or as substantially equal periodic
payments over the taxpayer's life (or life expectancy) or over the joint lives
(or joint life expectancies) of the taxpayer and his or her beneficiary.
Furthermore, if the loan interest is capitalized by adding the amount due to the
balance of the loan, the amount of the capitalized interest will be treated as
an additional distribution subject to income tax as well as the 10% penalty tax,
if applicable, to the extent of income in the Policy.

The Death Benefit of a modified endowment contract remains excludable from the
gross income of the Beneficiary to the extent described above in "Tax
Consequences of Life Insurance Contracts." Furthermore, no part of the
investment growth of the Contract Value of a modified endowment contract is
includable in the gross income of the Contract Owner unless the contract
matures, is distributed or partially surrendered, is pledged, collaterally
assigned, or borrowed against, or otherwise terminates with income in the
contract prior to death. A full surrender of the contract after age 59 1/2 will
have the same tax consequences as noted above in "Tax Consequences of Life
Insurance Contracts."

EXCHANGES

Any Policy issued in exchange for a modified endowment contract will be subject
to the tax treatment accorded to modified endowment contracts. However, the
Company believes that any Policy received in exchange for a life insurance
contract that is not a modified endowment contract will generally not be treated
as a modified endowment contract if the face amount of the Policy is greater
than or equal to the death benefit of the policy being exchanged. The payment of
any premiums at the time of or after the exchange may, however, cause the Policy
to become a modified endowment contract. A prospective purchaser should consult
a qualified tax advisor before authorizing the exchange of his or her current
life insurance contract for a Policy.

AGGREGATION OF MODIFIED ENDOWMENT CONTRACTS

In the case of a pre-death distribution (including a loan, partial withdrawal,
collateral assignment or complete surrender) from a Policy that is treated as a
modified endowment contract, a special aggregation requirement may apply for
purposes of determining the amount of the income on the Policy. Specifically, if
the Company or any of its affiliates issues to the same Policy Owner more

33
<PAGE> 34

than one modified endowment contract within a calendar year, then for purposes
of measuring the income on the Policy with respect to a distribution from any of
those Policies, the income on the Policy for all those Policies will be
aggregated and attributed to that distribution.

POLICIES WHICH ARE NOT MODIFIED ENDOWMENT CONTRACTS

Unlike loans from modified endowment contracts, a loan from a Policy that is not
a modified endowment contract will be considered indebtedness of the Owner and
no part of a loan will constitute income to the Owner.

Pre-death distributions from a Policy that is not a modified endowment contract
will generally not be included in gross income to the extent that the amount
received does not exceed the Policy Owner's investment in the Policy. (An
exception to this general rule may occur in the case of a decrease or change
that reduces the benefits provided under a Policy in the first 15 years after
the Policy is issued and that results in a cash distribution to the Policy
Owner. Such a cash distribution may be taxed in whole or in part as ordinary
income to the extent of any gain in the Policy.) Further, the 10% penalty tax on
pre-death distributions does not apply to Policies that are not modified
endowment contracts.

Certain changes to Policies that are not modified endowment contracts may cause
such Policies to be treated as modified endowment contracts. A Policy Owner
should therefore consult a tax advisor before effecting any change to a Policy
that is not a modified endowment contract.

TREATMENT OF LOAN INTEREST

If there is any borrowing against the Policy, the interest paid on loans may not
be tax deductible.

THE COMPANY'S INCOME TAXES

The Company is taxed as a life insurance company under federal income tax law.
Presently, the Company does not expect to incur any income tax or the earnings
or the realized capital gains attributable to Fund UL III. However, the Company
may assess a charge against the Investment Options for federal income taxes
attributable to those accounts in the event that the Company incurs income or
capital gains or other tax liability attributable to Fund UL III under future
tax law.

THE COMPANY
--------------------------------------------------------------------------------

The Travelers Insurance Company (the "Company") is a stock insurance company
chartered in 1864 in Connecticut and has been engaged in the insurance business
since that time. The Company writes individual life insurance and individual and
group annuity contracts on a non-participating basis, and acts as depositor for
the Separate Account assets. 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
obligations as depositor for Fund UL III may not be transferred without notice
to and consent of Policy Owners.

The Company is an indirect wholly owned subsidiary of Citigroup Inc., a
financial services holding company. The Company's principal executive offices
are located at One Tower Square, Hartford, Connecticut 06183, telephone number
(860) 277-0111.

The Company is subject to Connecticut law governing insurance companies and is
regulated and supervised by the Connecticut Commissioner of Insurance. An annual
statement in a prescribed form must be filed with the Commissioner on or before
March 1 in each year covering the operations of the Company for the preceding
year and its financial condition on December 31 of such year. The Company's
books and assets are subject to review or examination by the Commissioner, and a
full examination of its operations is conducted at least once every four years.

34
<PAGE> 35

In addition, the Company is subject to the insurance laws and regulations of any
jurisdiction in which it sells its insurance Policies, as well as to various
federal and state securities laws and regulations.

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.

MANAGEMENT
--------------------------------------------------------------------------------

DIRECTORS OF THE TRAVELERS INSURANCE COMPANY

The following are the Directors and Executive Officers of The Travelers
Insurance Company. Unless otherwise indicated, the principal business address
for all individuals is the Company's Home Office at One Tower Square, Hartford,
Connecticut 06183. References to Citigroup include, prior to December 31, 1993,
Primerica Corporation or its predecessors, and prior to October 8, 1998,
Travelers Group Inc.

<TABLE>
<CAPTION>
DIRECTOR
NAME AND POSITION SINCE PRINCIPAL BUSINESS
----------------- -------- ------------------
<S> <C> <C>
George C. Kokulis.......... 1996 President and Chief Executive Officer since April
2000,
Director Executive Vice President (7/1999 to 3/2000), Senior
Vice President (1995-1999), Vice President (1993-1995)
of The Travelers Insurance Company.
Katherine M. Sullivan...... 1996 Senior Vice President since May 1996 and General
Director Counsel from May 1996 to August 1999 of The Travelers
Insurance Company; Senior Vice President and General
Counsel (1994-1996) Connecticut Mutual; Special
Counsel & Chief of Staff (1988-1994) Aetna Life &
Casualty.
Marc P. Weill*............. 1994 Senior Vice President-Investments since 1993 and Chief
Director Investment Officer since 1995 of The Travelers
Insurance Company; Senior Vice President and Chief
Investment Officer of Citigroup Inc. since 1992; Vice
President (1990-1992), Primerica Corporation; Vice
President (1989-1990), Smith Barney Inc.
</TABLE>

---------------
* Principal business address: Citigroup Inc., 153 East 53rd St., New York, New
York 10043

SENIOR OFFICERS OF THE TRAVELERS INSURANCE COMPANY

The following are the Senior Officers of The Travelers Insurance Company, other
than the Directors listed above, as of the date of this Prospectus. Unless
otherwise indicated, the principal business address for all individuals listed
is One Tower Square, Hartford, Connecticut 06183.

<TABLE>
<CAPTION>
NAME POSITION WITH INSURANCE COMPANY
---- -------------------------------
<S> <C>
Stuart Baritz........................ Senior Vice President
Jay S. Fishman....................... Senior Vice President
Barry Jacobson....................... Senior Vice President
Russell H. Johnson................... Senior Vice President
</TABLE>

35
<PAGE> 36

<TABLE>
<CAPTION>
NAME POSITION WITH INSURANCE COMPANY
---- -------------------------------
<S> <C>
Glenn D. Lammey...................... Executive Vice President, Chief
Financial Officer, Chief Accounting
Officer and Controller
Marla Berman Lewitus................. Senior Vice President and General
Counsel
Brendan Lynch........................ Senior Vice President
Warren H. May........................ Senior Vice President
Kathleen A. Preston.................. Senior Vice President
Mary Jean Thornton................... Executive Vice President and
Chief Information Officer
David A. Tyson....................... Senior Vice President
F. Denney Voss....................... Senior Vice President
</TABLE>

Information relating to the management of the underlying funds is contained in
the applicable prospectuses.

EXAMPLE OF POLICY CHARGES
--------------------------------------------------------------------------------

The following chart illustrates the Monthly Deduction Amounts that would apply
under a Policy based on the assumptions listed below. Monthly Deduction Amounts
generally will be higher for an Insured who is older than the assumed Insured,
and lower for an Insured who is younger (assuming the Insureds have the same
risk classification). Cost of insurance rates go up each year as the Insured
becomes a year older.

Male, Age 45
Guarantee Issue
Non-Smoker
Annual Premium: $25,000 for seven years
Hypothetical Gross Annual Investment
Rate of Return: 8%
Face Amount: $436,577
Level Death Benefit Option
Current Charges

<TABLE>
<CAPTION>
TOTAL MONTHLY DEDUCTION
FOR THE POLICY YEAR
-----------------------
COST OF
POLICY CUMULATIVE INSURANCE ADMINISTRATIVE PER $1,000
YEAR PREMIUMS SALES LOAD CHARGES CHARGES CHARGE
------ ---------- ---------- --------- -------------- ----------
<S> <C> <C> <C> <C> <C>
1 $ 25,000 $2,500 $ 356 $60 $524
2 $ 50,000 $2,500 $ 494 $60 $524
3 $ 75,000 $2,000 $ 609 $60 $524
5 $125,000 $2,000 $ 613 $60 $524
10 $175,000 $ 0 $ 960 $60 $524
</TABLE>

Hypothetical results shown above are illustrative only and are based on the
Hypothetical Gross Annual Investment Rate of Return shown above. This
Hypothetical Gross Annual Investment Rate of Return should not be deemed to be a
representation of past or future investment results. Actual investment results
may be more or less than those shown. No representations can be made that the
hypothetical rates assumed can be achieved for any one year or sustained over
any period of time.

ILLUSTRATIONS
--------------------------------------------------------------------------------

The following pages are intended to illustrate how the Contract Value, Surrender
Value and Death Benefit can change over time for Policies issued to a 45 year
old male. The illustrations assume that premiums are paid as indicated, no
Policy loans are made, no increases or decreases to the

36
<PAGE> 37

Stated Amount are requested, no partial surrenders are made, and no charges for
transfers between funds are incurred.

For all illustrations, there are two pages of values. One page illustrates the
assumption that the maximum Guaranteed Cost of Insurance Rates, the monthly
administrative charge, monthly load per $1,000 of stated amount, mortality and
expense risk charge, and sales expense charge allowable under the Policy are
charged in all years. The other page illustrates the assumption that the current
scale of Cost of Insurance Rates and other charges are charged in all years. The
Cost of Insurance Rates charged vary by age, sex and underwriting classification
and number of years from Policy issue, and the per $1,000 load per Stated Amount
varies by age, amount of insurance and smoker/non-smoker classification for
current charges. The current illustrations reflect a deduction from each Target
Premium of 10% for years 1-2, 8% years 3-7 and 3.5% thereafter. The current
illustrations reflect a deduction on all excess premium of 6% in years 1-2, 4%
years 3-7 and 3.5% thereafter.

The guaranteed illustrations reflect a deduction from each Target Premium of 12%
in all years and 8% on amounts paid in excess of the Target Premium.

The values shown in these illustrations vary according to assumptions used for
charges, and gross rates of investment returns. For the first twenty-five policy
years the current charges consist of .20% mortality and expense risk charge and
.05% thereafter. In all policy years, the guaranteed charges consist of a .75%
mortality and expense risk charge. For all policy years the current and
guaranteed charges consist of .85% for Investment Option Expenses.

The charge for Investment Option expenses reflected in the illustrations assumes
that Contract Value is allocated equally among all Investment Options and that
no Policy Loans are outstanding, and is an average of the investment advisory
fees and other expenses charged by each of the Investment Options during the
most recent audited calendar year. The Investment Option expenses for some of
the Investment Options reflect an expense reimbursement agreement currently in
effect, as shown in the Policy prospectus summary. Although these reimbursement
arrangements are expected to continue in subsequent years, the effect of
discontinuance could be higher expenses charged to Policy Owners.

After deduction of these amounts, the illustrated gross annual investment rates
of return of 0%, 6%, and 12% correspond to approximate net annual rates of
-1.05%, 4.95% and 10.95%, respectively on a current basis for years 1-25; and to
approximate net annual rates of -0.90%; 5.10%; 11.10% thereafter. On a
guaranteed basis the annual gross investment rates of 0%, 6.0% and 12%
correspond to approximate net annual rates of -1.60%; 4.40% and 10.40% in all
years.

The actual charges under a Policy for expenses of the Investment Options will
depend on the actual allocation of Contract Value and may be higher or lower
than those illustrated.

The illustrations do not reflect any charges for federal income taxes against
Fund UL III, since the Company is not currently deducting such charges from Fund
UL III. However, such charges may be made in the future, and in that event, the
gross annual investment rates of return would have to exceed 0%, 6% and 12% by
an amount sufficient to cover the tax charges in order to produce the Death
Benefits, Contract Values and Cash Surrender Values illustrated.

Upon request, the Company will provide a comparable illustration based upon the
proposed Insured's age, sex, underwriting classification, the specified
insurance benefits, and the premium requested. The illustration will show
average fund expenses or, if requested, actual fund expenses. The hypothetical
gross annual investment return assumed in such an illustration will not exceed
12%.

37
<PAGE> 38

$25,000 ANNUAL PREMIUM FOR 7 YEARS
$436,577 SPECIFIED AMOUNT CASH VALUE ACCUMULATION TEST
MALE GUARANTEED ISSUE/NON TOBACCO AGE 45
DEATH BENEFIT OPTION 1 CURRENT VALUES

<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS ------------------------------ ------------------------------ ---------------------------------
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------ -------- -------- --------- ------- -------- --------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 21,328 23,328 436,577 22,649 24,649 436,577 23,969 25,969 436,577
2 53,813 42,292 45,292 436,577 46,276 49,276 436,577 50,419 53,419 436,577
3 82,753 63,407 66,032 436,577 71,477 74,102 436,577 80,203 82,828 436,577
4 113,141 84,223 85,723 436,577 97,857 99,357 436,577 113,192 114,692 436,577
5 145,048 104,862 106,737 436,577 125,598 127,473 436,577 149,866 151,741 436,577
6 178,550 125,232 126,732 436,577 154,683 156,183 436,577 190,528 192,028 465,218
7 213,728 145,366 146,241 436,577 185,214 186,089 439,307 235,449 236,324 558,459
8 224,414 142,456 142,456 436,577 193,066 193,066 445,003 259,650 259,650 598,474
9 235,635 139,488 139,488 436,577 201,243 201,243 450,953 286,353 286,353 641,672
10 247,417 136,433 136,433 436,577 209,738 209,738 457,129 315,785 315,785 688,263
11 259,787 133,012 133,012 436,577 218,336 218,336 463,060 347,860 347,860 737,762
12 272,777 129,399 129,399 436,577 227,199 227,199 469,092 383,066 383,066 790,906
13 286,416 125,544 125,544 436,577 236,310 236,310 475,173 421,654 421,654 847,865
14 300,736 121,435 121,435 436,577 245,680 245,680 481,315 463,945 463,945 908,924
15 315,773 117,050 117,050 436,577 255,319 255,319 487,537 510,289 510,289 974,409
16 331,562 112,174 112,174 436,577 265,096 265,096 493,603 560,766 560,766 1,044,134
17 348,140 106,968 106,968 436,577 275,155 275,155 499,816 616,040 616,040 1,119,030
18 365,547 101,392 101,392 436,577 285,502 285,502 506,207 676,545 676,545 1,199,543
19 383,824 95,401 95,401 436,577 296,139 296,139 512,800 742,749 742,749 1,286,160
20 403,015 88,940 88,940 436,577 307,066 307,066 519,609 815,152 815,152 1,379,379
21 423,166 81,891 81,891 436,577 318,464 318,464 526,927 893,851 893,851 1,478,954
22 444,325 74,633 74,633 436,577 330,405 330,405 534,835 980,502 980,502 1,587,164
23 466,541 66,655 66,655 436,577 342,636 342,636 542,891 1,075,059 1,075,059 1,703,378
24 489,868 57,854 57,854 436,577 355,154 355,154 551,077 1,178,181 1,178,181 1,828,131
25 514,361 48,110 48,110 436,577 367,956 367,956 559,405 1,290,585 1,290,585 1,962,083
26 540,079 41,539 41,539 436,577 383,632 383,632 571,772 1,422,550 1,422,550 2,120,194
27 567,083 34,316 34,316 436,577 399,872 399,872 584,631 1,567,597 1,567,597 2,291,895
28 595,437 26,365 26,365 436,577 416,694 416,694 598,062 1,726,989 1,726,989 2,478,667
29 625,209 17,590 17,590 436,577 434,110 434,110 612,136 1,902,087 1,902,087 2,682,123
30 656,470 7,871 7,871 436,577 452,129 452,129 652,669 2,094,356 2,094,356 3,023,295
</TABLE>

The hypothetical investment rates of return shown above and elsewhere in this
prospectus are illustrative only and should not be deemed as a representation of
past or future investment rates of return. Actual rates of return may be more or
less than those shown and will depend on a number of factors, including the
investment allocations made by an owner and prevailing rates. The death benefit
and cash value would be different from those shown if the actual rate rates of
return averaged 0%, 6% and 12% over a period of years but also fluctuated above
or below those averages for individual policy years. No representation can be
made by the company that these hypothetical rates of returns can be achieved for
any one year or sustained over any period of time.

38
<PAGE> 39

$25,000 ANNUAL PREMIUM FOR 7 YEARS
$436,577 SPECIFIED AMOUNT CASH VALUE ACCUMULATION TEST
MALE GUARANTEED ISSUE/NON TOBACCO AGE 45
DEATH BENEFIT OPTION 1 GUARANTEED VALUES

<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS ------------------------------ ------------------------------ ---------------------------------
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------ -------- -------- --------- ------- -------- --------- ------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 26,250 19,062 19,062 436,577 20,300 20,300 436,577 21,540 21,540 436,577
2 53,813 37,753 37,753 436,577 41,436 41,436 436,577 45,271 45,271 436,577
3 82,753 56,086 56,086 436,577 63,458 63,458 436,577 71,445 71,445 436,577
4 113,141 74,068 74,068 436,577 86,418 86,418 436,577 100,344 100,344 436,577
5 145,048 91,702 91,702 436,577 110,368 110,368 436,577 132,278 132,278 436,577
6 178,550 108,991 108,991 436,577 135,366 135,366 436,577 167,605 167,605 436,577
7 213,728 125,930 125,930 436,577 161,467 161,467 436,577 206,413 206,413 489,588
8 224,414 120,693 120,693 436,577 165,586 165,586 436,577 224,676 224,676 517,862
9 235,635 115,243 115,243 436,577 169,699 169,699 436,577 244,499 244,499 547,882
10 247,417 109,545 109,545 436,577 173,793 173,793 436,577 265,997 265,997 579,749
11 259,787 103,567 103,567 436,577 177,853 177,853 436,577 289,302 289,302 613,569
12 272,777 97,281 97,281 436,577 181,871 181,871 436,577 314,556 314,556 649,455
13 286,416 90,652 90,652 436,577 185,836 185,836 436,577 341,917 341,917 687,528
14 300,736 83,642 83,642 436,577 189,736 189,736 436,577 371,552 371,552 727,914
15 315,773 76,201 76,201 436,577 193,550 193,550 436,577 403,633 403,633 770,747
16 331,562 682,56 68,256 436,577 197,248 197,248 436,577 438,331 438,331 816,163
17 348,140 59,719 59,719 436,577 200,787 200,787 436,577 475,813 475,813 864,309
18 365,547 50,480 50,480 436,577 204,121 204,121 436,577 516,250 516,250 915,334
19 383,824 40,421 40,421 436,577 207,195 207,195 436,577 559,821 559,821 969,397
20 403,015 29,407 29,407 436,577 209,955 209,955 436,577 606,714 606,714 1,026,665
21 423,166 17,836 17,836 436,577 212,893 212,893 436,577 657,699 657,699 1,088,220
22 444,325 5,045 5,045 436,577 215,454 215,454 436,577 712,522 712,522 1,153,378
23 466,541 0 0 0 217,587 217,587 436,577 771,459 771,459 1,222,339
24 489,868 0 0 0 219,221 219,221 436,577 834,793 834,793 1,295,310
25 514,361 0 0 0 220,256 220,256 436,577 902,782 902,782 1,372,504
26 540,079 0 0 0 220,551 220,551 436,577 975,656 975,656 1,454,135
27 567,083 0 0 0 219,925 219,925 436,577 1,053,608 1,053,608 1,540,421
28 595,437 0 0 0 218,141 218,141 436,577 1,136,788 1,136,788 1,631,580
29 625,209 0 0 0 214,915 214,915 436,577 1,225,333 1,225,333 1,727,835
30 656,470 0 0 0 209,928 209,928 436,577 1,319,434 1,319,434 1,904,661
</TABLE>

39
<PAGE> 40

$28,631 ANNUAL PREMIUM FOR 20 YEARS
$500,000 SPECIFIED AMOUNT GUIDELINE PREMIUM TEST
MALE GUARANTEED ISSUE/NON TOBACCO AGE 45
DEATH BENEFIT OPTION 2 GUARANTEED VALUES

<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS ------------------------------ -------------------------------- ---------------------------------
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------ --------- -------- --------- ------- -------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 30,063 21,737 21,737 521,737 23,149 23,149 523,149 24,563 245,63 524,563
2 61,628 42,933 42,933 542,933 47,117 47,117 547,117 51,474 51,474 551,474
3 94,772 63,586 63,586 563,586 71,930 71,930 571,930 80,968 80,968 580,968
4 129,573 83,691 83,691 583,691 97,609 97,609 597,609 113,298 113,298 613,298
5 166,115 103,232 103,232 603,232 124,168 124,168 624,168 148,732 148,732 648,732
6 204,483 122,192 122,192 622,192 151,619 151,619 651,619 187,566 187,566 687,566
7 244,770 140,536 140,536 640,536 179,955 179,955 679,955 230,106 230,106 730,106
8 287,071 158,240 158,240 658,240 209,180 209,180 709,180 276,702 276,702 776,702
9 331,487 175,262 175,262 675,262 239,281 239,281 739,281 327,722 327,722 827,722
10 378,124 191,575 191,575 691,575 270,255 270,255 770,255 383,584 383,584 883,584
11 427,092 207,153 207,153 707,153 302,104 302,104 802,104 444,754 444,754 944,754
12 478,509 221,980 221,980 721,980 334,836 334,836 834,836 511,753 511,753 1,011,753
13 532,497 236,036 236,036 736,036 368,459 368,459 868,459 585,156 585,156 1,085,156
14 589,185 249,298 249,298 749,298 402,976 402,976 902,976 665,591 665,591 1,165,591
15 648,707 261,729 261,729 761,729 438,373 438,373 938,373 753,737 753,737 1,253,737
16 711,205 273,270 273,270 773,270 474,617 474,617 974,617 850,323 850,323 1,350,323
17 776,827 283,846 283,846 783,846 511,652 511,652 1,011,652 956,130 956,130 1,456,130
18 845,731 293,370 293,370 793,370 549,408 549,408 1,049,408 1,072,013 1,072,013 1,572,013
19 918,080 301,752 301,752 801,752 587,807 587,807 1,087,807 1,198,906 1,198,906 1,698,906
20 994,047 308,902 308,902 808,902 626,766 626,766 1,126,766 1,337,845 1,337,845 1,837,845
21 1,043,749 290,552 290,552 790,552 640,528 640,528 1,140,528 1,462,807 1,462,807 1,962,807
22 1,095,937 271,224 271,224 771,224 653,589 653,589 1,153,589 1,599,436 1,599,436 2,099,436
23 1,150,734 250,853 250,853 750,853 665,836 665,836 1,165,836 1,748,865 1,748,865 2,248,865
24 1,208,270 229,352 229,352 729,352 677,124 677,124 1,177,124 1,912,318 1,912,318 2,412,318
25 1,268,684 206,579 206,579 706,579 687,250 687,250 1,187,250 2,091,094 2,091,094 2,591,094
26 1,332,118 182,345 182,345 682,345 695,947 695,947 1,195,947 2,286,572 2,286,572 2,786,572
27 1,398,724 156,408 156,408 656,408 702,880 702,880 1,202,880 2,500,220 2,500,220 3,000,220
28 1,468,660 128,482 128,482 628,482 707,650 707,650 1,207,650 2,733,609 2,733,609 3,233,609
29 1,542,093 98,270 98,270 598,270 709,823 709,823 1,209,823 2,988,459 2,988,459 3,488,459
30 1,619,198 65,530 65,530 565,530 709,001 709,001 1,209,001 3,266,729 3,266,729 3,766,729
</TABLE>

40
<PAGE> 41

$28,631 ANNUAL PREMIUM FOR 20 YEARS
$500,000 SPECIFIED AMOUNT GUIDELINE PREMIUM TEST
MALE GUARANTEED ISSUE/NON TOBACCO AGE 45
DEATH BENEFIT OPTION 2 CURRENT VALUES

<TABLE>
<CAPTION>
PREMIUM 0% HYPOTHETICAL 6% HYPOTHETICAL 12% HYPOTHETICAL
PLUS ------------------------------ --------------------------------- ---------------------------------
POLICY INTEREST CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH CONTRACT SURRENDER DEATH
YEAR AT 5% VALUE VALUE BENEFIT VALUE VALUE BENEFIT VALUE VALUE BENEFIT
------ --------- -------- --------- ------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 30,063 24,413 26,703 524,413 25,924 28,214 525,924 27,436 29,726 527,436
2 61,628 48,368 51,804 548,368 52,923 56,359 552,923 57,661 61,097 557,661
3 94,772 72,437 75,443 572,437 81,651 84,657 581,651 91,616 94,622 591,616
4 129,573 96,093 97,811 596,093 111,637 113,355 611,637 129,119 130,837 629,119
5 166,115 119,501 121,648 619,501 143,106 145,253 643,106 170,730 172,877 670,730
6 204,483 142,512 144,230 642,512 175,979 177,697 675,979 216,736 218,454 716,736
7 244,770 165,165 166,167 665,165 210,357 211,359 710,357 267,656 268,658 767,656
8 287,071 188,741 188,741 688,741 247,673 247,673 747,673 325,461 325,461 825,461
9 331,487 211,934 211,934 711,934 286,695 286,695 786,695 389,451 389,451 889,451
10 378,124 234,699 234,699 734,699 327,460 327,460 827,460 460,254 460,254 960,254
11 427,092 256,585 256,585 756,585 369,581 369,581 869,581 538,128 538,128 1,038,128
12 478,509 277,895 277,895 777,895 413,431 413,431 913,431 624,163 624,163 1,124,163
13 532,497 298,563 298,563 798,563 459,021 459,021 959,021 719,177 719,177 1,219,177
14 589,185 318,581 318,581 818,581 506,421 506,421 1,006,421 824,137 824,137 1,324,137
15 648,707 337,936 337,936 837,936 555,702 555,702 1,055,702 940,112 940,112 1,440,112
16 711,205 356,312 356,312 856,312 606,623 606,623 1,106,623 1,067,968 1,067,968 1,567,968
17 776,827 373,986 373,986 873,986 659,541 659,541 1,159,541 1,209,287 1,209,287 1,709,287
18 845,731 390,923 390,923 890,923 714,510 714,510 1,214,510 1,365,502 1,365,502 1,865,502
19 918,080 407,083 407,083 907,083 771,586 771,586 1,271,586 1,538,196 1,538,196 2,038,196
20 994,047 422,418 422,418 922,418 830,814 830,814 1,330,814 1,729,114 1,729,114 2,229,114
21 1,043,749 409,310 409,310 909,310 863,010 863,010 1,363,010 1,909,305 1,909,305 2,409,305
22 1,095,937 396,117 396,117 896,117 896,574 896,574 1,396,574 2,109,005 2,109,005 2,609,005
23 1,150,734 382,161 382,161 882,161 930,872 930,872 1,430,872 2,329,635 2,329,635 2,829,635
24 1,208,270 367,356 367,356 867,356 965,850 965,850 1,465,850 2,573,398 2,573,398 3,073,398
25 1,268,684 351,618 351,618 851,618 1,001,442 1,001,442 1,501,442 2,842,731 2,842,731 3,342,731
26 1,332,118 340,645 340,645 840,645 1,044,490 1,044,490 1,544,490 3,150,106 3,150,106 3,650,106
27 1,398,724 329,014 329,014 829,014 1,088,957 1,088,957 1,588,957 3,490,828 3,490,828 3,990,828
28 1,468,660 316,671 316,671 816,671 1,134,857 1,134,857 1,634,857 3,868,541 3,868,541 4,368,541
29 1,542,093 303,547 303,547 803,547 1,182,186 1,182,186 1,682,186 4,287,280 4,287,280 4,787,280
30 1,619,198 289,558 289,558 789,558 1,230,924 1,230,924 1,730,924 4,751,515 4,751,515 5,251,515
</TABLE>

41
<PAGE> 42

THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE> 43

APPENDIX A
PERFORMANCE INFORMATION
--------------------------------------------------------------------------------

From time to time, we may show investment performance for the investment
options, the percentage change in the value of an Accumulation Unit based on the
performance of the Investment Option over a period of time, determined by
dividing the increase (decrease) in value for that unit by the Accumulation Unit
Value at the beginning of the period.

For Investment Options of Fund UL III that invest in underlying funds that were
in existence before the Investment Option became available under the Policy,
average annual rates of return may include periods prior to the inception of the
Investment Option. Performance calculations for Investment Options with
pre-existing Investment Options will be calculated by adjusting the actual
returns of the Investment Options to reflect the charges that would have been
assessed under the Investment Options had the Investment Option been available
under Fund during the period shown.

The following performance information represents the percentage change in the
value of an Accumulation Unit of the Investment Options for the periods
indicated, and reflects all expenses of the Investment Options. The chart
reflects the guaranteed maximum .75% mortality and expense risk charge. The
rates of return do not reflect the front-end sales charge (which is deducted
from premium payments) nor do they reflect Monthly Deduction Amounts. These
charges would reduce the average annual return reflected.

The surrender charges and Monthly Deduction Amounts for a hypothetical Insured
are depicted in the Example following the Rates of Returns. See "Charges and
Deductions" for more information regarding fees assessed under the Policy. For
illustrations of how these charges affect Contract Values and Death Benefits,
see "Illustrations." The performance information described in this prospectus
may be used from time to time in advertisement for the Policy, subject to
National Association of Securities Dealers, Inc. ("NASD") and applicable state
approval and guidelines.

The table below shows the net annual rates of return for accumulation units of
investment options available through the Variable Life Policy.

A-1
<PAGE> 44

TRAVELERS CORPORATE VARIABLE LIFE 2000
PERFORMANCE UPDATE AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
INCEPTION ------------------------------------------------------------ SINCE
INVESTMENT OPTION DATE MO QTR YTD 1 YR 3 YR 5 YR 10 YR INCEPTION
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
AIM Capital
Appreciation
Portfolio 10-Oct-95 16.59% 35.57% 41.48% 41.48% 22.14% -- -- 17.63%
--------------------------------------------------------------------------------------------------------------
Alliance Growth
Portfolio 20-Jun-94 9.66% 25.99% 31.12% 31.12% 28.95% 29.75% -- 27.61%
--------------------------------------------------------------------------------------------------------------
American Odyssey
Intermediate-Term
Bond Fund 1-May-93 0.01% 0.23% 0.49% 0.49% 4.75% 6.15% -- 4.53%
--------------------------------------------------------------------------------------------------------------
Capital Appreciation
Fund (Janus) 31-Dec-85 13.64% 34.57% 52.29% 52.29% 45.08% 39.31% 23.68% 18.17%
--------------------------------------------------------------------------------------------------------------
Delaware Investments
REIT Series 6-May-98 4.50% -0.25% -3.60% -3.60% -- -- -- -8.00%
--------------------------------------------------------------------------------------------------------------
Delaware Small Cap
Value Series 23-Dec-93 1.64% 1.20% -5.84% -5.84% 5.35% 11.27% -- 9.60%
--------------------------------------------------------------------------------------------------------------
Deutsche VIT EAFE
Equity Index Fund 23-Oct-97 9.05% 17.59% 26.23% 26.23% -- -- -- 19.55%
--------------------------------------------------------------------------------------------------------------
Deutsche VIT Small
Cap Index Fund 7-Oct-97 11.01% 17.97% 18.90% 18.90% -- -- -- 3.90%
--------------------------------------------------------------------------------------------------------------
Dreyfus Appreciation
Portfolio 5-Apr-93 2.37% 10.70% 10.41% 10.41% 21.83% 24.40% -- 18.95%
--------------------------------------------------------------------------------------------------------------
Dreyfus Small Cap
Portfolio 30-Aug-90 10.54% 20.15% 22.05% 22.05% 10.53% 14.88% -- 34.51%
--------------------------------------------------------------------------------------------------------------
Equity Income
Portfolio
(Fidelity) 30-Aug-96 4.62% 5.07% 3.90% 3.90% 14.83% -- -- 16.95%
--------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset
Manager Portfolio-
Initial Class 6-Sep-89 4.10% 8.54% 10.03% 10.03% 14.45% 14.54% 12.07% 11.72%
--------------------------------------------------------------------------------------------------------------
Fidelity VIP
Contrafund
Portfolio-Service
Class 2 12-Jan-00 NOT AVAILABLE
--------------------------------------------------------------------------------------------------------------
Franklin Small Cap
Fund-Class 2 1-May-98 15.45% 39.37% 72.13% 72.13% -- -- -- 31.44%
--------------------------------------------------------------------------------------------------------------
Janus Aspen Series
Balanced
Portfolio-Service
Shares 13-Sep-93 NOT AVAILABLE
--------------------------------------------------------------------------------------------------------------
Janus Aspen Series
Global Technology
Portfolio-Service
Shares 15-Jan-00 NOT AVAILABLE
--------------------------------------------------------------------------------------------------------------
Janus Aspen Series
Worldwide Growth
Portfolio-Service
Shares 13-Sep-93 NOT AVAILABLE
--------------------------------------------------------------------------------------------------------------
Large Cap Portfolio
(Fidelity) 30-Aug-96 8.85% 20.51% 28.19% 28.19% -- -- -- 29.72%
--------------------------------------------------------------------------------------------------------------
Lazard International
Stock Portfolio 1-Aug-96 6.89% 10.27% 20.61% 20.61% 13.06% -- -- 13.76%
--------------------------------------------------------------------------------------------------------------
MFS Emerging Growth
Portfolio 30-Aug-96 27.67% 54.37% 75.44% 75.44% 41.02% -- -- 38.50%
--------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth
Portfolio 23-Mar-98 17.94% 41.94% 62.79% 62.79% -- -- -- 31.45%
--------------------------------------------------------------------------------------------------------------
</TABLE>

A-2
<PAGE> 45

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS
INCEPTION ------------------------------------------------------------ SINCE
INVESTMENT OPTION DATE MO QTR YTD 1 YR 3 YR 5 YR 10 YR INCEPTION
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MFS Research
Portfolio 23-Mar-98 9.48% 21.45% 22.58% 22.58% -- -- -- 15.28%
--------------------------------------------------------------------------------------------------------------
MFS Total Return
Portfolio 20-Jun-94 0.54% 2.34% 1.62% 1.62% 10.52% 13.79% -- 11.96%
--------------------------------------------------------------------------------------------------------------
Salomon Brothers
Variable Capital
Fund 17-Feb-98 4.78% 13.10% 20.99% 20.99% -- -- -- 20.54%
--------------------------------------------------------------------------------------------------------------
Salomon Brothers
Variable Investors
Fund 17-Feb-98 2.01% 7.01% 10.60% 10.60% -- -- -- 10.88%
--------------------------------------------------------------------------------------------------------------
Salomon Brothers
Variable Strategic
Bond Fund 17-Feb-98 0.79% 1.42% -0.62% -0.62% -- -- -- 2.43%
--------------------------------------------------------------------------------------------------------------
Salomon Brothers
Variable Total
Return Fund 17-Feb-98 -1.20% 0.73% -0.22% -0.22% -- -- -- 2.48%
--------------------------------------------------------------------------------------------------------------
Smith Barney
Diversified
Strategic Income
Portfolio 16-Oct-91 0.01% 0.91% 0.71% 0.71% 4.36% 7.57% -- 5.64%
--------------------------------------------------------------------------------------------------------------
Smith Barney Equity
Index Portfolio 30-Nov-91 5.82% 14.49% 19.49% 19.49% 26.12% 27.29% -- 19.96%
--------------------------------------------------------------------------------------------------------------
Smith Barney
International
Equity Portfolio 20-Jun-94 18.37% 47.12% 66.34% 66.34% 21.29% 18.06% -- 15.23%
--------------------------------------------------------------------------------------------------------------
Smith Barney Large
Cap Growth
Portfolio 6-May-98 5.06% 23.37% 29.70% 29.70% -- -- -- 33.21%
--------------------------------------------------------------------------------------------------------------
Social Awareness
Stock Portfolio
(Smith Barney) 1-May-92 6.08% 11.68% 14.75% 14.75% 23.79% 24.41% -- 16.97%
--------------------------------------------------------------------------------------------------------------
Strategic Stock
Portfolio 6-May-98 -0.68% -0.85% 3.94% 3.94% -- -- -- -1.62%
--------------------------------------------------------------------------------------------------------------
Strong Schafer Value
Fund II 10-Oct-97 0.65% 6.71% -3.83% -3.83% -- -- -- -1.84%
--------------------------------------------------------------------------------------------------------------
Travelers Convertible
Bond Portfolio 1-May-98 5.80% 9.30% 17.60% 17.60% -- -- -- 10.36%
--------------------------------------------------------------------------------------------------------------
Travelers Disciplined
Mid Cap Stock
Portfolio 1-Apr-97 6.32% 18.71% 12.40% 12.40% -- -- -- 22.31%
--------------------------------------------------------------------------------------------------------------
Travelers Disciplined
Small Cap Stock
Portfolio 1-May-98 9.57% 15.44% 19.32% 19.32% -- -- -- 3.21%
--------------------------------------------------------------------------------------------------------------
Travelers High Yield
Bond Trust 10-Jun-83 0.77% 1.14% 3.40% 3.40% 8.00% 10.63% 8.75% 7.76%
--------------------------------------------------------------------------------------------------------------
Travelers Money
Market Portfolio 31-Dec-87 0.40% 1.13% 3.95% 3.95% 4.00% 3.67% 3.61% 4.06%
--------------------------------------------------------------------------------------------------------------
Travelers U.S.
Government
Securities
Portfolio 24-Jan-92 -0.96% -0.87% -5.12% -5.12% 4.93% 7.44% -- 5.67%
--------------------------------------------------------------------------------------------------------------
Van Kampen Enterprise
Portfolio 21-Jun-94 11.22% 23.57% 24.64% 24.64% 25.24% 25.70% -- 23.83%
--------------------------------------------------------------------------------------------------------------
Warburg Pincus
Emerging Markets
Portfolio 31-Dec-97 15.44% 37.90% 79.95% 79.95% -- -- -- 22.21%
--------------------------------------------------------------------------------------------------------------
</TABLE>

A-3
<PAGE> 46

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<PAGE> 47

APPENDIX B
TARGET PREMIUM PER $1,000
OF STATED AMOUNT
ALL UNDERWRITING CLASSES
STANDARD AND PREFERRED
SMOKER AND NON-SMOKER
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
AGE MALE FEMALE UNISEX
--- ---- ------ ------
<S> <C> <C> <C>
20 25.49885 21.35312 24.67777
21 26.25533 22.05852 25.42278
22 27.04281 22.79038 26.19845
23 27.86586 23.54970 27.00937
24 28.72917 24.33773 27.85695
25 29.63486 25.15422 28.74463
26 30.58643 26.00205 29.67441
27 31.58335 26.88113 30.64690
28 32.62452 27.79141 31.66258
29 33.71079 28.73438 32.72066
30 34.84316 29.71150 33.82174
31 36.02088 30.72326 34.96677
32 37.24380 31.77143 36.15529
33 38.51130 32.85823 37.38654
34 39.82501 33.98300 38.66183
35 41.18470 35.14808 39.98270
36 42.59063 36.35310 41.34755
37 44.04142 37.59596 42.75638
38 45.53736 38.87592 44.20922
39 47.07884 40.19069 45.70492
40 48.66485 41.53957 47.24193
41 50.29448 42.92135 48.82045
42 51.96862 44.33684 50.44101
43 53.68801 45.78699 52.10416
44 55.45241 47.27608 53.81251
45 57.26368 48.80417 55.56579
46 59.12431 50.37449 57.36606
47 61.03580 51.99103 59.21574
48 63.00258 53.65371 61.11856
49 65.02827 55.36365 63.07747
50 67.11449 57.12257 65.09434
</TABLE>

<TABLE>
<CAPTION>
AGE MALE FEMALE UNISEX
--- ---- ------ ------
<S> <C> <C> <C>
51 69.26320 58.93024 67.16829
52 71.47047 60.78640 69.29887
53 73.73607 62.68726 71.48414
54 76.05516 64.63067 73.71929
55 78.42689 66.61974 76.00345
56 80.85354 68.65902 78.34017
57 83.34160 70.75893 80.73560
58 85.90006 72.93427 83.20014
59 88.53960 75.19989 85.74576
60 91.26869 77.56483 88.37912
61 94.09169 80.03119 91.10324
62 97.00755 82.59477 93.91915
63 100.01297 85.23864 96.81869
64 103.10493 87.94870 99.79450
65 106.28342 90.71791 102.84656
66 109.56101 93.55528 105.98510
67 112.96034 96.48236 109.23156
68 116.51614 99.53950 112.62104
69 120.26554 102.77254 116.19089
70 124.23658 106.21512 119.96965
71 128.44465 109.89099 123.97439
72 132.88796 113.80393 128.20151
73 137.54435 117.93734 132.63054
74 142.38323 122.27404 137.23573
75 147.39278 126.80803 142.00609
76 152.58944 131.55967 146.95678
77 158.02373 136.57999 152.13912
78 163.78802 141.95257 157.64536
79 169.99253 147.77602 163.58178
80 176.72991 154.13846 170.04077
</TABLE>

B-1
<PAGE> 48

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<PAGE> 49

APPENDIX C
CASH VALUE ACCUMULATION TEST FACTORS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ATTAINED
AGE MALE FEMALE UNISEX
-------- ---- ------ ------
<S> <C> <C> <C>
20 633.148% 729.902% 634.212%
21 614.665% 706.514% 615.406%
22 596.465% 683.789% 596.908%
23 578.611% 661.708% 578.729%
24 560.815% 640.288% 560.856%
25 543.379% 619.481% 543.379%
26 526.258% 599.296% 526.258%
27 509.509% 579.740% 509.509%
28 493.139% 560.793% 493.139%
29 477.198% 542.436% 477.198%
30 461.701% 524.666% 461.701%
31 446.663% 507.462% 446.663%
32 432.102% 490.804% 432.102%
33 418.008% 474.701% 418.008%
34 404.389% 459.135% 404.389%
35 391.242% 444.108% 391.242%
36 378.572% 429.635% 378.572%
37 366.371% 415.712% 366.371%
38 354.629% 402.342% 354.629%
39 343.340% 389.510% 343.340%
40 332.495% 377.202% 332.495%
41 322.076% 365.390% 322.076%
42 312.066% 354.046% 312.066%
43 302.451% 343.130% 302.451%
44 293.213% 332.625% 293.213%
45 284.333% 322.505% 284.333%
46 275.796% 312.743% 275.796%
47 267.583% 303.331% 267.583%
48 259.681% 294.258% 259.681%
49 252.082% 285.511% 252.082%
50 244.777% 277.080% 244.777%
51 237.768% 268.956% 237.768%
52 231.048% 261.136% 231.048%
53 224.616% 253.611% 224.616%
54 218.462% 246.362% 218.462%
55 212.574% 239.368% 212.574%
56 206.935% 232.606% 206.935%
57 201.529% 226.050% 201.529%
58 196.343% 219.684% 196.343%
59 191.366% 213.506% 191.366%
</TABLE>

<TABLE>
<CAPTION>
ATTAINED
AGE MALE FEMALE UNISEX
-------- ---- ------ ------
<S> <C> <C> <C>
60 186.595% 207.521% 186.595%
61 182.029% 201.744% 182.029%
62 177.668% 196.192% 177.668%
63 173.510% 190.877% 173.510%
64 169.549% 185.796% 169.549%
65 165.775% 180.933% 165.775%
66 162.175% 176.268% 162.175%
67 158.734% 171.774% 158.734%
68 155.443% 167.434% 155.443%
69 152.298% 163.242% 152.296%
70 149.296% 159.205% 149.296%
71 146.446% 155.337% 146.446%
72 143.754% 151.657% 143.754%
73 141.225% 148.174% 141.225%
74 138.855% 144.893% 138.855%
75 142.252% 142.252% 142.252%
76 140.077% 140.077% 140.077%
77 138.021% 138.021% 138.021%
78 136.067% 136.067% 136.067%
79 134.206% 134.206% 134.206%
80 132.698% 132.698% 132.698%
81 131.020% 131.020% 131.020%
82 129.445% 129.445% 129.445%
83 127.981% 127.981% 127.981%
84 126.623% 126.623% 126.623%
85 120.411% 120.411% 120.411%
86 119.280% 119.280% 119.280%
87 118.211% 118.211% 118.211%
88 117.185% 117.185% 117.185%
89 116.182% 116.182% 116.182%
90 115.177% 115.177% 115.177%
91 114.146% 114.146% 114.146%
92 113.058% 113.058% 113.058%
93 111.887% 111.887% 111.887%
94 110.625% 110.625% 110.625%
95 109.295% 109.295% 109.295%
96 107.982% 107.982% 107.982%
97 106.958% 106.958% 106.958%
98 106.034% 106.034% 106.034%
99 103.603% 103.603% 103.603%
</TABLE>

C-1
<PAGE> 50

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<PAGE> 51

TRAVELERS
CORPORATE OWNED VARIABLE
UNIVERSAL LIFE INSURANCE 2000

L-20680 August 2000