TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES, N-4, 1999-06-30

TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES
N-4, 1999-06-30

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<PAGE> 1
Registration Statement No. _________
_________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

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

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

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

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

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

It is proposed that this filing will become effective (check appropriate box):

N/A immediately upon filing pursuant to paragraph (b) of Rule 485.
- -------
N/A on ________ pursuant to paragraph (b) of Rule 485.
- -------
N/A 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
- -------
N/A on ________ pursuant to paragraph (a)(1) of Rule 485.
- -------

If appropriate, check the following box:

_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

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

<PAGE> 2

PART A

Information Required in a Prospectus

<PAGE> 3

TRAVELERS VINTAGE ALL-STAR
PROSPECTUS

This prospectus describes Travelers VINTAGE ALL-STAR, a flexible premium
variable annuity contract (the "Contract") issued by The Travelers Insurance
Company (the "Company," "we," or "our"). The Contract is available in connection
with certain retirement plans that qualify for special federal income tax
treatment ("qualified Contracts") as well as those that do not qualify for such
treatment ("nonqualified Contracts"). Vintage All-Star may be issued as an
individual Contract or as a group Contract. In states where only group Contracts
are available, you will be issued a certificate summarizing the provisions of
the group Contract. For convenience, this prospectus refers to both Contracts
and certificates as "Contracts." The terms "we," "us," "our" and the "Company"
refer to The Travelers Insurance Company. "You" and "your" refer to the Contract
Owner.

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

GREENWICH STREET SERIES FUND
Appreciation Portfolio
Equity Index Portfolio Class II
Diversified Strategic Income Portfolio
Total Return Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Total Return Fund
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Smith Barney High Income Portfolio
Smith Barney International Portfolio
Smith Barney Large Capitalization Growth
Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney Money Market Portfolio
Travelers Managed Income Portfolio
Van Kampen Enterprise Portfolio
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Large Cap Portfolio
MFS Emerging Growth Portfolio
Strategic Stock Portfolio
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Franklin Small Cap Investments
Templeton International Fund Class II
OTHER
Alliance Premier Growth Fund
American Variable Insurance Growth and Income
Fund
American Variable Insurance Growth Fund
American Variable Insurance Global Fund
Smith Barney Aggressive Growth Fund
Smith Barney Mid Cap Fund
Van Kampen Emerging Growth Fund

The Fixed Account is described in Appendix A. The contracts and/or some of the
funding options may not be available in all states. Additionally, not all
contract features may be offered in all states. THIS PROSPECTUS IS VALID ONLY
WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR THE VARIABLE FUNDING OPTIONS.
THESE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

This Prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about The Travelers
Separate Account Nine for Variable Annuities ("Separate Account") by requesting
a copy of the Statement of Additional Information ("SAI") dated ,
1999. The SAI has been filed with the Securities and Exchange Commission ("SEC")
and is incorporated by reference into this Prospectus. To request a copy, write
to The Travelers Insurance Company, Annuity Investor Services, One Tower Square,
Hartford, Connecticut 06183-9061, call 1-800-842-8573, or access the SEC's
website (http://www.sec.gov). The Table of Contents of the SAI appears in
Appendix B of this Prospectus.

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

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

PROSPECTUS DATED , 1999
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<S> <C>
Index of Special Terms................ 2
Summary............................... 3
Fee Table............................. 6
The Annuity Contract.................. 11
Contract Owner Inquiries......... 11
Purchase Payments................ 11
Accumulation Units............... 11
The Funding Options.............. 11
Charges and Deductions................ 14
General.......................... 14
Withdrawal Charge................ 15
Free Withdrawal Allowance........ 16
Administrative Charges........... 16
Mortality and Expense Risk
Charge......................... 16
Funding Option Expenses.......... 16
Premium Tax...................... 16
Changes in Taxes Based Upon
Premium or Value............... 17
Transfers............................. 17
Dollar Cost Averaging............ 17
Access to Your Money.................. 18
Systematic Withdrawals........... 18
Loans............................ 18
Ownership Provisions.................. 19
Types of Ownership............... 19
Beneficiary...................... 19
Annuitant........................ 19
Death Benefit......................... 20
Death Proceeds Before the
Maturity Date.................. 20
Death Proceeds After the Maturity
Date........................... 22
The Annuity Period.................... 22
Maturity Date.................... 22
Allocation of Annuity............ 23
Variable Annuity................. 23
Determination of First Annuity
Payment........................ 23
Determination of Payments After
the First Payment.............. 23
Fixed Annuity.................... 23
Payment Options....................... 24
Election of Options.............. 24
Annuity Options.................. 24
Miscellaneous Contract Provisions..... 25
Right to Return.................. 25
Termination...................... 25
Required Reports................. 25
Suspension of Payments........... 25
Transfers of Contract Values to
Other Annuities................ 25
The Separate Account.................. 25
Performance Information.......... 26
Federal Tax Considerations............ 27
General Taxation of Annuities.... 27
Types of Contracts: Qualified or
Nonqualified................... 27
Nonqualified Annuity Contracts... 27
Qualified Annuity Contracts...... 28
Penalty Tax for Premature
Distributions.................. 28
Diversification Requirements for
Variable Annuities............. 28
Ownership of the Investments..... 28
Mandatory Distributions for
Qualified Plans................ 29
Other Information..................... 29
The Insurance Company............ 29
Financial Statements............. 29
IMSA............................. 29
Year 2000 Compliance............. 29
Distribution of Variable Annuity
Contracts...................... 30
Conformity with State and Federal
>Laws.......................... 30
Voting Rights.................... 30
Legal Proceedings And Opinions... 31
Appendix A: The Fixed Account......... A-1
Appendix B: Contents of the Statement
of Additional Information........... B-1
</TABLE>

INDEX OF SPECIAL TERMS

The following terms are italicized throughout the prospectus. Refer to the page
listed for an explanation of each term.
Accumulation Unit..................... 10
Annuitant............................. 18
Annuity Payments...................... 20
Annuity Unit.......................... 10
Cash Surrender Value.................. 16
Contract Date......................... 10
Contract Owner (You, Your)............ 17
Contract Value........................ 10
Contract Year......................... 10
Fixed Account......................... B-1
Funding Options....................... 10
Maturity Date......................... 20
Purchase Payments..................... 10
Written Request....................... 17

2
<PAGE> 5

SUMMARY:
TRAVELERS VINTAGE ALL-STAR VARIABLE ANNUITY

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

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The
Contract offered by The Travelers Insurance Company is a variable annuity that
is intended for retirement savings or other long-term investment purposes. The
Contract provides a death benefit as well as guaranteed income options. Under a
qualified Contract, you can make one or more payments, as you choose, on a
tax-deferred basis. Under a nonqualified Contract, you can make one or more
payments with after-tax dollars. You direct your payment(s) to one or more of
the variable funding options, and/or to the Fixed Account. We guarantee money
directed to the Fixed Account as to principal and interest. The variable funding
options are designed to produce a higher rate of return than the Fixed Account;
however, this is not guaranteed. You may also lose money in the variable funding
options.

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

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

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

You may purchase the Contract with an initial payment of at least $5,000. You
may make additional payments of at least $500 at any time during the
accumulation phase. (In some states, additional payments are not allowed).

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

WHAT TYPES OF INVESTMENT OPTIONS ARE AVAILABLE? You can direct your money into
the Fixed Account and/or to any variable funding option(s)shown on the cover
page. The funding options are described in the accompanying fund prospectuses.
Depending on market conditions, you may make or lose money in any of these
options.
3
<PAGE> 6

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

You can transfer between the variable funding options as frequently as you wish
without any current tax implications. Currently there is no charge for
transfers, nor a limit to the number of transfers allowed. We may, in the
future, charge a fee for any transfer requests, or may limit the number of
transfers allowed. We, at the minimum, would always allow one transfer every six
months. You may transfer between the Fixed Account and the variable funding
options twice a year (during the 30 days after the six-month contract date
anniversary), subject to certain restrictions.

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance
features and investment features, and there are costs related to each. For
Contracts with a value of less than $40,000 on the deduction date, the Company
deducts an annual administrative charge of $30. The annual insurance charge
varies depending on which death benefit you choose. For the standard death
benefit, the insurance charge is 1.15% of the amounts you direct to the funding
options; for the enhanced death benefit, the insurance charge is 1.25% and for
the super enhanced death benefit, the insurance charge is 1.40%. The sub-account
administrative charge is .15% annually, regardless of which death benefit is
selected. Each funding option also charges for management and other expenses.
Please refer to the Fee Table for more information about the charges.

We may deduct a withdrawal charge equal to a percentage of the purchase payments
withdrawn from the Contract. If you withdraw all amounts under the Contract, or
if you begin receiving annuity payments, the Company may be required by your
state to deduct a premium tax.

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

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

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (6% maximum, gradually decreasing to 0% for payments held by
the Company for 8 years or more). After the first contract year, you may
withdraw up to 15% of the contract value (as of the end of the previous contract
year) without a withdrawal charge. Of course, you may also have to pay income
taxes and a tax penalty on taxable amounts you withdraw.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The death benefit applies upon
the first death of the owner, joint owner or annuitant. Assuming you are the
annuitant, if you die before you move to the income phase, the person you have
chosen as your beneficiary will receive a death benefit. The death benefit paid
depends on your age at the time of your death. The death benefit value is
calculated at the close of the business day on which the Company's
Administrative Office receives

4
<PAGE> 7

due proof of death and written distribution instructions. Please refer to the
Death Benefit section in the prospectus for details.

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

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

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

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

5
<PAGE> 8

FEE TABLE
- --------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES

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

LENGTH OF TIME FROM PURCHASE PAYMENT
</TABLE>

<TABLE>
<CAPTION>
(NUMBER OF YEARS) CHARGE
<S> <C>
1 or less 6%
2 6%
3 6%
4 5%
5 5%
6 4%
7 3%
8 and over 0%
</TABLE>

<TABLE>
<S> <C>
ANNUAL CONTRACT ADMINISTRATIVE CHARGE $30
(Waived if contract value is $40,000 or more)
</TABLE>

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

<TABLE>
<CAPTION>
STANDARD ENHANCED
DEATH DEATH SUPER ENHANCED
BENEFIT BENEFIT DEATH BENEFIT
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Mortality and Expense Risk Charge...... 1.15% 1.25% 1.40%
Administrative Expense Charge.......... 0.15% 0.15% 0.15%
----- ----- -----
Total Separate Account Charges....... 1.30% 1.40% 1.55%

FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the funding option as of December 31, 1998,
unless otherwise noted.)
</TABLE>

<TABLE>
<CAPTION>
TOTAL
ANNUAL
OPERATING
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GREENWICH STREET SERIES FUND
Smith Barney Appreciation Portfolio.... 0.75% 0.05% 0.80%(1)
Smith Barney Diver. Strategic Income
Portfolio............................ 0.65% 0.13% 0.78%(1)
Smith Barney Equity Index Portfolio
Class II............................. 0.21% 0.25% 0.09% 0.55%(2)
Smith Barney Total Return Portfolio.... 0.75% 0.04% 0.79%
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
Salomon Brothers Investors Fund........ 0.70% 0.30% 1.00%(3)
Salomon Brothers Total Return Fund..... 0.80% 0.20% 1.00%(3)
TRAVELERS SERIES FUND, INC
Alliance Growth Portfolio.............. 0.80% 0.02% 0.82%(4)
MFS Total Return Portfolio............. 0.80% 0.04% 0.84%(4)
Smith Barney High Income Portfolio..... 0.60% 0.07% 0.67%(4)
Smith Barney International Equity
Portfolio............................ 0.90% 0.10% 1.00%(4)
Smith Barney Large Cap Growth
Portfolio............................ 0.75% 0.25% 1.00%(5)
Smith Barney Large Cap Value
Portfolio............................ 0.65% 0.03% 0.68%(4)
Smith Barney Money Market Portfolio.... 0.50% 0.14% 0.64%(4)
Travelers Managed Income Portfolio..... 0.65% 0.19% 0.84%(4)
Van Kampen Enterprise Portfolio........ 0.70% 0.03% 0.73%(4)
THE TRAVELERS SERIES TRUST
Travelers Disciplined Small Cap Stock
Portfolio............................ 0.80% 0.20% 1.00%(6)
Equity Income Portfolio................ 0.75% 0.20% 0.95%(7)
Large Cap Portfolio.................... 0.75% 0.20% 0.95%(7)
</TABLE>

6
<PAGE> 9

<TABLE>
<CAPTION>
TOTAL
ANNUAL
OPERATING
MANAGEMENT FEE OTHER EXPENSES EXPENSES
(AFTER EXPENSE (AFTER EXPENSE (AFTER EXPENSE
FUNDING OPTIONS: (CONTINUED) REIMBURSEMENT) 12B-1 FEES REIMBURSEMENT) REIMBURSEMENT)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MFS Emerging Growth Portfolio.......... 0.75% 0.14% 0.89%
Travelers Strategic Stock Portfolio.... 0.60% 0.30% 0.90%(6)
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Franklin Small Cap Investments Fund
II................................... 0.15% 0.25% 0.85% 1.25%(8)
Templeton International Fund Class
II................................... 0.69% 0.25% 0.17% 1.11%(9)
Alliance Premier Growth Fund...........
American Variable Insurance Growth and
Income Fund..........................
American Variable Insurance Growth
Fund.................................
American Variable Insurance Global
Fund.................................
Smith Barney Aggressive Growth Fund....
Smith Barney Mid Cap Fund..............
Van Kampen Emerging Growth Fund........
</TABLE>

NOTES:

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

(1) The Portfolio Management Fee for the SMITH BARNEY APPRECIATION PORTFOLIO and
the DIVERSIFIED STRATEGIC INCOME PORTFOLIO includes 0.20% for fund
administration.

(2) Other expenses for the EQUITY INDEX PORTFOLIO have been restated to reflect
the current expense reimbursement arrangement whereby the adviser has agreed
to reimburse the Portfolio for the amount by which expenses exceed 0.30%.
Without such arrangement, Total Annual Operating Expenses would have been
0.42%. In addition, the Portfolio Management Fee includes 0.06% for fund
administration. Class 2 of this fund has a distribution plan or "Rule 12b-1
plan".

(3) SBAM has waived all of its Management Fees for the following Salomon
Brothers Funds for the period ended December 31, 1998. If such fees were not
waived or expenses reimbursed, the actual annualized Total Annual Operating
Expenses for the INVESTORS FUND, and the TOTAL RETURN FUND would have been
2.07%, and 2.90%, respectively.

(4) Expenses are as of October 31, 1998 (the Fund's fiscal year end). There were
no fees waived or expenses reimbursed for these funds in 1998.

(5) The Manager waived all or part of its fees for the period ended October 31,
1998. If such fees were not waived, the annualized Total Annual Operating
Expenses for the SMITH BARNEY LARGE CAPITALIZATION GROWTH PORTFOLIO would
have been 1.77%.

(6) Travelers Insurance has agreed to reimburse the STRATEGIC STOCK PORTFOLIO,
and the DISCIPLINED SMALL CAP STOCK PORTFOLIO for expenses for the period
ended December 31, 1998. If such expenses were not reimbursed, the actual
annualized Total Annual Operating Expenses would have been 1.51% and 2.98%,
respectively.

(7) Other Expenses reflect the current expense reimbursement arrangement with
Travelers where Travelers has agreed to reimburse the Portfolios for the
amount by which their aggregate expenses (including management fees, but
excluding brokerage commissions, interest charges and taxes) exceeds 0.95%.
Without such arrangements, the Total Annual Operating Expenses for the
Portfolios would have been 1.22% for the TRAVELERS DISCIPLINED MID CAP STOCK
PORTFOLIO, 1.23% for the LARGE CAP PORTFOLIO, and 1.09% for the EQUITY
INCOME PORTFOLIO.

(8) Figures reflect expenses from the Fund's inception on May 1, 1998 and are
annualized. The Investment Manager agreed in advance to limit management
fees and make certain payments to reduce Fund expenses as necessary so that
Total Fund Operating Expenses did not exceed 1.25% of the Fund's Class 2 net
assets in 1998. The Investment Manager is contractually obligated to
continue this arrangement through 1999. Management Fees, Other Expenses and
Total Fund Operating Expenses in 1998 before any waivers were 0.75%, 1.00%,
and 2.00%, respectively. Class 2 of the FRANKLIN SMALL CAP INVESTMENTS FUND
has a distribution plan or "Rule 12b-1 plan".

(9) Class 2 of the TEMPLETON INTERNATIONAL FUND has a distribution plan or "Rule
12b-1 plan".

7
<PAGE> 10

EXAMPLE*: STANDARD DEATH BENEFIT

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
GREENWICH STREET SERIES FUND
Appreciation Portfolio.........
Equity Index Portfolio Class
II...........................
Diversified Strategic Income
Portfolio....................
Total Return Portfolio.........
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable
Investors Fund...............
Salomon Brothers Variable Total
Return Fund..................
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio......
MFS Total Return Portfolio.....
Smith Barney High Income
Portfolio....................
Smith Barney International
Portfolio....................
Smith Barney Large
Capitalization Growth
Portfolio....................
Smith Barney Large Cap Value
Portfolio....................
Smith Barney Money Market
Portfolio....................
Travelers Managed Income
Portfolio....................
Van Kampen Enterprise Portfolio
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio....................
Equity Income Portfolio........
Large Cap Portfolio............
MFS Emerging Growth Portfolio..
Strategic Stock Portfolio......
TEMPLETON VARIABLE PRODUCTS SERIES
FUND
Franklin Small Cap
Investments..................
Templeton International Fund
Class II.....................
OTHER
Alliance Premier Growth Fund...
American Variable Insurance
Growth and Income Fund.......
American Variable Insurance
Growth Fund..................
American Variable Insurance
Global Fund..................
Smith Barney Aggressive Growth
Fund.........................
Smith Barney Mid Cap Fund......
Van Kampen Emerging Growth
Fund.........................
</TABLE>

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

** The Withdrawal Charge is waived if a lifetime annuity payout has begun or
if, after the first contract year, you elect annuity payments for a fixed
period of at least ten years. (See "Charges and Deductions.")

8
<PAGE> 11

EXAMPLE*: ENHANCED DEATH BENEFIT

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
GREENWICH STREET SERIES FUND
Appreciation Portfolio.........
Equity Index Portfolio Class
II...........................
Diversified Strategic Income
Portfolio....................
Total Return Portfolio.........
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable
Investors Fund...............
Salomon Brothers Variable Total
Return Fund..................
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio......
MFS Total Return Portfolio.....
Smith Barney High Income
Portfolio....................
Smith Barney International
Portfolio....................
Smith Barney Large
Capitalization Growth
Portfolio....................
Smith Barney Large Cap Value
Portfolio....................
Smith Barney Money Market
Portfolio....................
Travelers Managed Income
Portfolio....................
Van Kampen Enterprise
Portfolio....................
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio....................
Equity Income Portfolio........
Large Cap Portfolio............
MFS Emerging Growth Portfolio..
Strategic Stock Portfolio......
TEMPLETON VARIABLE PRODUCTS SERIES
FUND
Franklin Small Cap
Investments..................
Templeton International Fund
Class II.....................
OTHER
Alliance Premier Growth Fund...
American Variable Insurance
Growth and Income Fund.......
American Variable Insurance
Growth Fund..................
American Variable Insurance
Global Fund..................
Smith Barney Aggressive Growth
Fund.........................
Smith Barney Mid Cap Fund......
Van Kampen Emerging Growth
Fund.........................
</TABLE>

9
<PAGE> 12

EXAMPLE*: SUPER ENHANCED DEATH BENEFIT

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
GREENWICH STREET SERIES FUND
Appreciation Portfolio.........
Equity Index Portfolio Class
II...........................
Diversified Strategic Income
Portfolio....................
Total Return Portfolio.........
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable
Investors Fund...............
Salomon Brothers Variable Total
Return Fund..................
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio......
MFS Total Return Portfolio.....
Smith Barney High Income
Portfolio....................
Smith Barney International
Portfolio....................
Smith Barney Large
Capitalization Growth
Portfolio....................
Smith Barney Large Cap Value
Portfolio....................
Smith Barney Money Market
Portfolio....................
Travelers Managed Income
Portfolio....................
Van Kampen Enterprise
Portfolio....................
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock
Portfolio....................
Equity Income Portfolio........
Large Cap Portfolio............
MFS Emerging Growth Portfolio..
Strategic Stock Portfolio......
TEMPLETON VARIABLE PRODUCTS SERIES
FUND
Franklin Small Cap
Investments..................
Templeton International Fund
Class II.....................
OTHER
Alliance Premier Growth Fund...
American Variable Insurance
Growth and Income Fund.......
American Variable Insurance
Growth Fund..................
American Variable Insurance
Global Fund..................
Smith Barney Aggressive Growth
Fund.........................
Smith Barney Mid Cap Fund......
Van Kampen Emerging Growth
Fund.........................
</TABLE>

** The Withdrawal Charge is waived if a lifetime annuity payout has begun, or
if, after the first contract year, you elect annuity payments for a fixed
period of at least ten years. (See "Charges and Deductions.")

10
<PAGE> 13

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

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

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

CONTRACT OWNER INQUIRIES

Any questions you have about your contract should be directed to the Company's
Home Office at 1-800-842-8573.

PURCHASE PAYMENTS

The initial purchase payment must be at least $5,000. Additional payments of at
least $500 may be made under the Contract at any time. Under certain
circumstances, we may waive the minimum purchase payment requirement. Purchase
payments over $1,000,000 may be made with our prior consent. In some states, we
do not accept additional purchase payments. The initial purchase payment is due
and payable before the Contract becomes effective.

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

ACCUMULATION UNITS

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

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. These funding options are subsections of a Separate
Account, which invest in the underlying mutual funds. You are not investing
directly in the underlying mutual fund. You will find detailed information about
the options and their inherent risks in the current prospectuses for the funding
options which must accompany this prospectus. You are not investing directly in
the underlying mutual fund. Since each option has varying degrees of risk,
please read the

11
<PAGE> 14

prospectuses carefully before investing. Additional copies of the prospectuses
may be obtained by contacting your registered representative or by calling
1-800-842-8573.

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

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

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
GREENWICH STREET SERIES FUND
Appreciation Portfolio Seeks long term appreciation of capital by SSBC Fund Management Inc.
investing primarily in equity securities. ("SSBC")
Diversified Strategic Seeks high current income by investing primarily SSBC
Income Portfolio in the following fixed income securities: U.S. Subadviser: Smith Barney Global
Gov't and mortgage-related securities, foreign Capital Management, Inc.
gov't bonds and corporate bonds rated below
investment grade.
Equity Index Portfolio Seeks to replicate, before deduction of expenses, Travelers Investment Management
the total return performance of the S&P 500 index. Co. ("TIMCO")
Total Return Portfolio (an equity portfolio) Seeks to provide total SSBC
return, consisting of long-term capital
appreciation and income. The Portfolio will invest
primarily in a diversified portfolio of
dividend-paying common stocks.
SALOMON BROTHERS VARIABLE
SERIES FUND, INC.
Salomon Brothers Variable Seeks long-term growth of capital, and, Salomon Brothers Asset
Investors Fund secondarily, current income, through investments Management
in common stocks of well-known companies.
Salomon Brothers Variable Seeks above average income (compared to a Salomon Brothers Asset
Total Return Fund portfolio invested entirely in equity securities). Management
Secondarily seeks opportunities for growth of
capital and income.
TEMPLETON VARIABLE PRODUCTS
SERIES FUND
Franklin Small Cap Seeks long-term capital growth. The Fund seeks to Franklin Advisers, Inc.
Investments Fund (Class II) accomplish its objective by investing primarily
(normally at least 65% of its assets) in equity
securities of smaller capitalization growth
companies.
Templeton International Seeks long-term capital growth through a flexible Templeton Investment Counsel,
Fund (Class II) policy of investing in stocks and debt obligations Inc.
of companies and governments outside the United
States. Any income realized will be incidental.
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital. Current income Travelers Investment Advisers,
is only an incidental consideration. The Portfolio Inc. ("TIA")
invests predominantly in equity securities of Subadviser: Alliance Capital
companies with a favorable outlook for earnings Management L.P.
and whose rate of growth is expected to exceed
that of the U.S. economy over time.
MFS Total Return Portfolio (a balanced portfolio) Seeks to obtain TIA Subadviser: MFS
above-average income (compared to a portfolio
entirely invested in equity securities) consistent
with the prudent employment of capital. Generally,
at least 40% of the Portfolio's assets are
invested in equity securities.
</TABLE>

12
<PAGE> 15

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Smith Barney High Income Seeks high current income. Capital appreciation is SSBC
Portfolio a secondary objective. The Portfolio will invest
at least 65% of its assets in high-yielding
corporate debt obligations and preferred stock.
Smith Barney International Seeks total return on assets from growth of SSBC
Equity Portfolio capital and income by investing at least 65% of
its assets in a diversified portfolio of equity
securities of established non-U.S. issuers.
Smith Barney Large Cap Seeks current income and long-term growth of SSBC
Value Portfolio income and capital by investing primarily, but not
exclusively, in common stocks.
Smith Barney Large Seeks long-term growth of capital by investing in SSBC
Capitalization Growth equity securities of companies with large market
Portfolio capitalizations.
Smith Barney Money Market Seeks maximum current income and preservation of SSBC
Portfolio capital.
Travelers Managed Income Seeks high current income consistent with prudent TIA
Portfolio risk of capital through investments in corporate
debt obligations, preferred stocks, and
obligations issued or guaranteed by the U.S.
Government or its agencies or instrumentalities.
Van Kampen Enterprise Seeks capital appreciation through investment in SSBC
Portfolio securities believed to have above-average Subadviser: Van Kampen Asset
potential for capital appreciation. Any income Management, Inc.
received on such securities is incidental to the
objective of capital appreciation.
THE TRAVELERS SERIES TRUST
Disciplined Small Cap Stock Seeks long term capital appreciation by investing TAMIC
Portfolio primarily (at least 65% of its total assets) in Subadviser: TIMCO
the common stocks of U.S. Companies with
relatively small market capitalizations at the
time of investment.
Equity Income Portfolio Seeks reasonable income by investing at least 65% TAMIC
in income-producing equity securities. The balance Subadviser: Fidelity Management
may be invested in all types of domestic and & Research Co.
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 investing TAMIC
primarily in equity securities of companies with Subadviser: Fidelity Management
large market capitalizations. & Research Co.
MFS Emerging Growth Seeks to provide long-term growth of capital. TAMIC
Portfolio Dividend and interest income from portfolio Subadviser: MFS
securities, if any, is incidental to the MFS
Portfolio's investment objective.
Strategic Stock Portfolio Seeks to provide an above-average total return TAMIC
through a combination of potential capital Subadviser: TIMCO
appreciation and dividend income by investing
primarily in high dividend yield stocks
periodically selected from the companies included
in (i) the Dow Jones Industrial Average and (ii) a
subset of the S&P Industrial Index.
</TABLE>

13
<PAGE> 16

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OTHER
Alliance Premier Growth
Fund
American Variable Insurance
Growth and Income Fund
American Variable Insurance
Growth Fund
American Variable Insurance
Global Fund
Smith Barney Aggressive
Growth Fund
Smith Barney Mid Cap Fund
Van Kampen Emerging Growth
Fund
</TABLE>

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

GENERAL

We deduct the charges described below. The charges are for the service and
benefits we provide, costs and expenses we incur, and risks we assume under the
Contracts. Unless otherwise specified, charges are deducted proportionately from
all funding options in which you are invested. Services and benefits we provide
include:

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

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

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

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

- the distribution of various reports to contract owners.

Costs and expenses we incur include:

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

- sales and marketing expenses, and

- other costs of doing business.

Risks we assume include:

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

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

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

We may also deduct a charge for taxes.

We may reduce or eliminate the withdrawal charge, the administrative charges,
the mortality and expense risk charge, and the distribution charge under the
Contract when certain sales or

14
<PAGE> 17

administration of the Contract result in savings or reduced expenses and/or
risks. For certain trusts, we may change the order in which purchase payments
and earnings are withdrawn in order to determine the withdrawal charge. In no
event will we reduce or eliminate the withdrawal charge or the administrative
charge where such reduction or elimination would be unfairly discriminatory to
any person.

WITHDRAWAL CHARGE

We do not deduct a sales charge from purchase payments when they are applied
under the Contract. However, a withdrawal charge will be deducted if any or all
of the contract value is withdrawn during the first six years following a
purchase payment. The length of time from when we receive the purchase payment
to the time of withdrawal determines the amount of the charge. We will deduct
the withdrawal charge from the total amount requested unless you instruct us to
deduct it from the remaining contract value.

The withdrawal charge is equal to a percentage of purchase payments withdrawn
from the Contract and is calculated as follows:

<TABLE>
<CAPTION>
LENGTH OF TIME FROM
PURCHASE PAYMENT WITHDRAWAL
(NUMBER OF YEARS) CHARGE
<S> <C>
1 or less 6%
2 6%
3 6%
4 5%
5 5%
6 4%
7 3%
8 and over 0%
</TABLE>

For purposes of the withdrawal charge calculation, we will make withdrawals in
the following order:

(1) first, from any purchase payments to which no withdrawal charge
applies;

(2) next from any remaining free withdrawal allowance (as described
below) after reduction by the amount of (a);

(3) next from any purchase payments to which withdrawal charges apply
(on a first-in, first-out basis); and, then

(4) from any Contract earnings.

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

We will not deduct a withdrawal charge:

(1) from payments we make due to the distribution of death proceeds;

(2) if a lifetime annuity payout has begun;

(3) due to a minimum distribution under our minimum distribution rules
then in effect;

(4) if, after the first contract year, you elect annuity payments for a
fixed period of at least ten years;

(5) if amounts withdrawn under this contract are applied to other
contract(s) issued by us or our affiliates (subject to our
approval); or

(6) if amounts are withdrawn under Travelers' managed distribution
program then in effect.

15
<PAGE> 18

FREE WITHDRAWAL ALLOWANCE

After the first contract year, you may withdraw up to 15% of the contract value
annually without a withdrawal charge. (If you have purchase payments no longer
subject to a withdrawal charge, the maximum you may withdraw without a
withdrawal charge is the greater of (a) the free withdrawal allowance, or (b)
the total amount of purchase payments no longer subject to a withdrawal charge.
Note: Any free withdrawal taken will reduce purchase payments no longer subject
to a withdrawal charge.) The available amount will be calculated as of the end
of the previous contract year. The free withdrawal allowance applies to any
partial withdrawals and to full withdrawals, except those transferred directly
to annuity contracts issued by other financial institutions. In Washington
state, the free withdrawal provision applies to all withdrawals. If you take
withdrawals under the Systematic Withdrawal Program, you may withdraw up to 15%
in the first contract year.

ADMINISTRATIVE CHARGES

We deduct a Contract administrative charge of $30 annually. This charge
compensates us for expenses incurred in establishing and maintaining the
Contract. This charge is deducted on the fourth Friday of each August by
canceling accumulation units from each funding option on a pro rata basis. This
charge will be prorated from the date of purchase to the next charge deduction
date. A prorated charge will also be made if the Contract is completely
withdrawn or terminated. We will not deduct a contract administrative charge:

(1) from the distribution of death proceeds;

(2) after an annuity payout has begun, or

(3) if the contract value on the deduction date is $40,000 or more.

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

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk ("m&e")
charge from amounts held in the variable funding options. The deduction is
reflected in our calculation of accumulation and annuity unit values. The m&e
charge depends on the death benefit you elect, and is a percentage of the
amounts held in each funding option. For the standard death benefit, the m&e
charge equals 1.15% annually, for the enhanced death benefit, the charge is
1.25% annually, and for the super enhanced death benefit, the m&e charge is
1.40% annually. We reserve the right to lower this charge at any time.

FUNDING OPTION EXPENSES

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

PREMIUM TAX

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

16
<PAGE> 19

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

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

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

DOLLAR COST AVERAGING

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

You may elect the DCA Program through written request or other method acceptable
to the Company. You must have a minimum total contract value of $5,000 to enroll
in the DCA Program. The minimum amount that may be transferred through this
program is $400.

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

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

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

You may start or stop participation in the DCA Program at any time, but you must
give the Company at least 30 days' notice to change any automated transfer
instructions that are currently

17
<PAGE> 20

in place. If you stop the Special DCA Program and elect to remain in the Fixed
Account, your contract value will be credited for the remainder of 6 or 12
months with the interest rate for non-Program funds.

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

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

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

Any time before the maturity date, you may redeem all or any portion of the cash
surrender value, that is, the contract value, less any withdrawal charge and any
premium tax not previously deducted. You must submit a written request
specifying the fixed or variable funding option(s) from which amounts are to be
withdrawn. The cash surrender value will be determined as of the close of
business after we receive your surrender request at the Home Office. The cash
surrender value may be more or less than the purchase payments made depending on
the contract value at the time of surrender. For information about withdrawals
from your payout option after the maturity date (with no life contingency),
refer to the Statement of Additional Information.

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

SYSTEMATIC WITHDRAWALS

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

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

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

LOANS

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

18
<PAGE> 21

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

TYPES OF OWNERSHIP

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

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

JOINT OWNER. For nonqualified contracts only, joint owners (i.e., spouses) may
be named in a written request before the Contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them. All rights of a joint owner end at
death if the other joint owner survives. If the first joint owner to die is also
the annuitant, the death benefit will be paid to the beneficiary if there is no
contingent annuitant. If the first joint owner to die is not the annuitant, the
entire interest under the Contract will pass to the surviving joint owner.

SUCCEEDING OWNER. For nonqualified contracts only, if joint owners are not
named, the contract owner may name a succeeding owner in a written request. The
succeeding owner becomes the contract owner if living when the contract owner
dies. The succeeding owner has no interest in the Contract before then. The
contract owner may change or delete a succeeding owner by written request.

BENEFICIARY

You name the beneficiary in a written request. The beneficiary has the right to
receive any remaining contractual benefits upon the death of the annuitant or
the contract owner. If more than one beneficiary survives the annuitant, they
will share equally in benefits unless the Company receives other instructions by
written request before the death of the annuitant or contract owner.

With nonqualified contracts, as discussed under "Death Benefit," the beneficiary
named in the Contract may differ from the designated beneficiary. (For example,
the designated beneficiary may be the joint owner.) In such cases, the
designated beneficiary receives the contract (rather than the beneficiary) upon
your death.

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

ANNUITANT

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

For nonqualified Contracts only, where the owner and annuitant are not the same
person, the contract owner may also name an individual as a contingent annuitant
by written request before the Contract becomes effective. If the annuitant dies
before the maturity date while the owner is still living and a contingent
annuitant has been named, the contingent annuitant becomes the annuitant, and
the contract continues. However, if the annuitant who is also the owner dies,
the death benefit is paid to the beneficiary. The contingent annuitant does not
become the annuitant and is not entitled to receive any contract benefits. A
contingent annuitant may not be changed, deleted or added after the Contract
becomes effective.

19
<PAGE> 22

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

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

Three different types of death benefits are available under the Contract:

- the Standard Death Benefit

- the Enhanced Death Benefit

- the Super Enhanced Death Benefit

The Enhanced and Super Enhanced Death Benefits may not be available in all
jurisdictions.

DEATH PROCEEDS BEFORE THE MATURITY DATE

STANDARD DEATH BENEFIT

DEATH OF ANY OWNER OR THE ANNUITANT. The Company will pay to the beneficiary a
death benefit in an amount equal to the greatest of (1), (2) or (3) below, each
reduced by any applicable premium tax or outstanding loans not previously
deducted:

1) the contract value;

2) the total purchase payments made under the Contract (less all partial
surrenders); or

3) the highest of the Step-Up Death Benefit Values (as described below)
associated with an anniversary beginning with the 8th anniversary and
ending with the anniversary on or before the annuitant's 76th birthday.

ENHANCED DEATH BENEFIT

1) the contract value;

2) the total purchase payments made under the Contract (less all partial
surrenders); or

3) the highest of the Step-Up Death Benefit Values (as described below)
associated with an anniversary beginning with the first year and ending
with the anniversary on or before the annuitant's 76th birthday.

SUPER ENHANCED DEATH BENEFIT

DEATH OF ANY OWNER OR THE ANNUITANT. The Company will pay to the beneficiary
the greatest of (1), (2) or (3) below, each reduced by any applicable premium
tax or outstanding loans as of the Death Report Date:

If Annuitant Dies before Age 80:

1) the contract value;

2) the Roll-Up Death Benefit Value (as described below)

3) the maximum of all Step-Up Death Benefit Values (as described below) in
effect on the Death Report Date.

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If Annuitant Dies on or after Age 80:

1) the contract value;

2) the Roll-Up Death Benefit Value (as described below) available at the
annuitant's 80th birthday, plus any additional purchase payments and
less any Partial Surrender Reductions (as described below) which occur
after the annuitant's 80th birthday; or

3) the highest of the Step-Up Death Benefit Values (as described below)
which are associated with any contract date anniversary occurring on or
before the annuitant's 80th birthday.

THE 5% ROLL-UP DEATH BENEFIT VALUE. On the contract date, the Roll-Up Death
Benefit Value is equal to the purchase payment. On each contract date
anniversary, the Roll-Up Death Benefit Value will be recalculated as follows:

a) the Roll-Up Death Benefit Value as of the previous contract date
anniversary;

b) plus any purchase payments during the previous contract year;

c) minus any Partial Surrender Reductions (as described below) during the
previous contract year;

d) the sum of (a) through (c) increased by 5% equals the new Roll-Up Death
Benefit Value.

On dates other than the contract date anniversary, the Roll-Up Death Benefit
Value equals:

a) the Roll-Up Death Benefit Value on the previous contract date
anniversary;

b) plus any purchase payments made since the previous contract date
anniversary;

c) minus any Partial Surrender Reductions (as described below) since the
previous contract date anniversary.

The maximum Roll-Up Death Benefit payable equals 200% of the difference between
all purchase payments and all Partial Surrender Reductions (as described below).

ANNUAL STEP-UP DEATH BENEFIT VALUE. A separate Step-Up Death Benefit Value will
be established on each anniversary of the contract date occurring on or before
the Death Report Date and will initially equal the contract value on that
anniversary. After a Step-Up Death Benefit Value has been established, it will
be recalculated each time a purchase payment is made or a partial surrender is
taken until the Death Report Date. Step-Up Death Benefit Values will be
recalculated by increasing them by the amount of each applicable Purchase
Payment and by reducing them by a Partial Surrender Reduction (as described
below) for each applicable partial surrender. Recalculations of Step-Up Death
Benefit Values related to any purchase payments or any partial surrenders will
be made in the order that such purchase payments or partial surrenders occur.

THE PARTIAL SURRENDER REDUCTION referenced above is equal to (1) the amount of a
Death Benefit Value (Step-Up or Roll-Up) immediately prior to the reduction for
the partial surrender, multiplied by (2) the amount of the partial surrender
divided by the contract value immediately prior to the partial surrender.

PAYMENT OF PROCEEDS

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

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

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

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

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

DEATH OF CONTRACT OWNER WHO IS NOT THE ANNUITANT (NONQUALIFIED CONTRACTS
ONLY). The Company will pay the proceeds to any surviving joint owner, or if
none, to the beneficiary(ies), or if none, to the contract owner's estate. If
the surviving joint owner (or if none, the beneficiary) is the Contract Owner's
spouse, he or she may elect to continue the contract as the new contract owner
rather than receiving the distribution.

ENTITY AS OWNER. In the case of a nonqualified Contract owned by a nonnatural
person (e.g. a trust or another entity), the death benefit will be paid only
upon the death of the annuitant.

DEATH PROCEEDS AFTER THE MATURITY DATE

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

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

MATURITY DATE

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

Unless you elect otherwise, the maturity date will be the annuitant's 90th
birthday for qualified contracts, or, for nonqualified contracts, the
annuitant's 75th birthday or ten years after the effective date of the contract,
if later. (For Contracts issued in Florida and New York, the maturity date
elected may not be later than the annuitant's 90th birthday.)

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

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ALLOCATION OF ANNUITY

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

VARIABLE ANNUITY

You may choose to receive annuity payments that are based on the performance of
one or more of the variable funding options. This is called a variable payout
because the amount you receive each month will increase or decrease depending on
how the variable funding options perform. When you annuitize, we will credit you
with annuity units. An annuity unit measures the dollar value of an annuity
payment. We determine the number of annuity units to credit you with by dividing
the first monthly annuity payment for each funding option by the accumulation
unit value for that funding option as of 14 days before the annuity payments
begin. The number of annuity units (but not their value) remains fixed during
the annuity period.

HOW WE DETERMINE THE FIRST ANNUITY PAYMENT. The Contract contains tables used
to determine the first monthly annuity payment. If a variable annuity is
elected, the amount applied to it will be the value of the funding options as of
14 days before the annuity payments begin less any premium taxes due.

The first monthly payment amount depends on the annuity option elected and the
annuitant's adjusted age. The Contract contains a formula for determining the
adjusted age. We calculate the first monthly payment by multiplying the benefit
per $1,000 applied, shown in the Contract tables, by the number of thousands of
dollars of Contract value applied to the annuity option. We also factor in an
assumed daily net investment factor of 3%. This assumed daily net investment
factor is used to determine the guaranteed payout rates shown. If net investment
rates are higher at the time annuitization is selected, payout rates will be
higher than those shown. Payout rates will not be lower than those shown. We
reserve the right to require satisfactory proof of an annuitant's age before we
make the first annuity payment.

HOW WE DETERMINE THE PAYMENTS AFTER THE FIRST. The dollar amount of all annuity
payments after the first will change from month to month based on the investment
performance of the applicable funding options. The total amount of each annuity
payment will equal the sum of the basic payments in each funding option. The
actual amounts of these payments are determined by multiplying the number of
annuity units credited to each funding option by the corresponding annuity unit
value as of the date 14 days before the payment is due.

FIXED ANNUITY

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

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

ELECTION OF OPTIONS

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

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

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

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

ANNUITY OPTIONS

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

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

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

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make annuity payments during the joint lifetime of the two persons on whose
lives payments are based, and during the lifetime of the survivor. No further
payments will be made following the death of the survivor.

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of
Primary Payee. The Company will make annuity payments during the lifetime of the
annuitant and a second person. One will be designated as the primary payee, the
other will be designated as the secondary payee. On the death of the secondary
payee, the Company will continue to make annuity payments to the primary payee
in the same amount that would have been payable during the joint lifetime of the
two persons. On the death of the primary payee, the Company will continue to
make annuity payments to the secondary payee in an amount equal to 50% of the
payments which would have been made during the lifetime of the primary payee. No
further payments will be made once both payees have died.

Option 5 -- Payments for a Fixed Period. We will make monthly payments for the
period selected.

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

RIGHT TO RETURN

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

TERMINATION

You do not need to make any purchase payments after the first to keep the
Contract in effect. However, the Company reserves the right to terminate the
Contract on any business day if the contract value as of that date is less than
$1,000 and no purchase payments have been made for at least two years, unless
otherwise specified by state law. Termination will not occur until 31 days after
the Company has mailed notice of termination to the contract owner at his or her
last known address and to any assignee of record. If the Contract is terminated,
the Company will pay to the contract owner the cash surrender value (contract
value, in the states that so require), less any applicable charges and any
outstanding loans.

REQUIRED REPORTS

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

SUSPENSION OF PAYMENTS

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

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

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

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

The Travelers Separate Account Nine for Variable Annuities ("Separate Account")
was established on June 18, 1999 and is registered with the SEC as a unit
investment trust under the

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Investment Company Act of 1940, as amended (the "1940 Act"). The assets of The
Separate Account will be invested exclusively in the shares of the variable
funding options.

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

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

PERFORMANCE INFORMATION

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

STANDARDIZED METHOD. Quotations of average annual total returns are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the funding option, and then related to ending redeemable values over
one-, five-, and ten-year periods, or for a period covering the time during
which the funding option has been in existence, if less. These quotations
reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). The deduction for the annual
administrative charge is converted to a percentage of assets based on the actual
fee collected (or anticipated to be collected, if a new product), divided by the
average net assets for Contracts sold (or anticipated to be sold). Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

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

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

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

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and publications that monitor the performance of the Separate Account and the
variable funding options.

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

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

GENERAL TAXATION OF ANNUITIES

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

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

NONQUALIFIED ANNUITY CONTRACTS

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

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

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

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value of the contract or pledging of the contract as security for a loan will be
treated as a cash distribution under the tax law.

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

QUALIFIED ANNUITY CONTRACTS

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

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

OWNERSHIP OF THE INVESTMENTS

Assets in the separate accounts, also referred to as segregated asset accounts
must be owned by the Company and not by the Contract Owner for federal income
tax purposes. Otherwise, the deferral of taxes is lost and income and gains from
the accounts would be includible annually in the Contract Owner's gross income.
The Internal Revenue Service has stated in published rulings that a variable
contract owner will be considered the owner of the assets of a segregated asset
account if the owner possesses an incident of ownership in those assets, such as
the ability to exercise investment control over the assets. The Treasury
Department announced, in connection with the issuance of temporary regulations
concerning investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor, rather than
the insurance company, to be treated as the owner of the assets of the account."
This announcement, dated September 15, 1986, also stated that the guidance would
be issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular subaccounts [of a segregated asset
account] without being treated as owners of the underlying assets." As of the
date of this prospectus, no such guidance has been issued.

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

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

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

THE INSURANCE COMPANY

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

FINANCIAL STATEMENTS

The financial statements for the insurance company are located in the Statement
of Additional Information. The financial statements for the separate account
will be available through annual reports to shareholders. These reports are
accessible through the SEC's website that appears on the first page of the
prospectus.

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 act 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 contracts involving the sale and service of individual life
insurance and annuity products.

YEAR 2000 COMPLIANCE

The Company is highly dependent on computer systems and system applications for
conducting its ongoing business functions. In 1996, the Company began the
process of identifying, assessing and implementing changes to computer programs
necessary to address the Year 2000 issue and developed a comprehensive plan to
address the issue.

This issue involves the ability of computer systems that have time sensitive
programs to recognize properly the Year 2000. The inability to do so could
result in major failures or miscalculations that would disrupt the Company's
ability to meet its customer and other obligations on a timely basis.

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The Company has achieved substantial compliance with respect to its business
critical systems in accordance with its Year 2000 plan and is in the process of
certification to validate compliance. The Company anticipates completing the
certification process by June 30, 1999. An ongoing re-certification process will
be put in place for third and fourth quarter 1999 to ensure all systems and
products remain compliant.

The total pre-tax cost associated with the required modifications and
conversions is expected to be between $25 million and $35 million and is being
expensed as incurred in the period 1996 through 1999. The Company has incurred
approximately $23 million to date on these efforts. The Company also has third
party customers, financial institutions, vendors and others with which it
conducts business and has confirmed their plans to address and resolve Year 2000
issues on a timely basis. While it is likely that these efforts by third party
vendors and customers will be successful, it is possible that a series of
failures by third parties could have a material adverse effect on the Company's
results of operations in future periods.

In addition, the Company is developing contingency plans to address perceived
risks associated with the Year 2000 effort. These include business resumption
plans to address the possibility of internal systems failures and the
possibility of failure of systems or processes outside the Company's control. As
of year-end 1998, the Company has completed initial business resumption
contingency plans which would enable business critical units to function
beginning January 1, 2000 in the event of an unexpected failure. Business
resumption contingency plans are expected to be finalized by June 30, 1999.
Preparations for the management of the date change will continue through 1999.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

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

Up-front compensation paid to sales representatives will not exceed 7.00% of the
purchase payments made under the Contracts. If asset-based compensation is paid,
it will not exceed 2% of the average account value annually. From time to time,
the Company may pay or permit other promotional incentives, in cash, credit or
other compensation.

CONFORMITY WITH STATE AND FEDERAL LAWS

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

VOTING RIGHTS

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

30
<PAGE> 33

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the Separate Account,
the Principal Underwriter or the Company. There is one material pending legal
proceeding, other than ordinary routine litigation incidental to the business to
which the Company is a party. In March, 1997, a purported class action entitled
Patterman v. The Travelers, Inc. was commenced in the Superior Court of Richmond
County, Georgia, alleging, among other things, violations of the Georgia RICO
statute and other state laws by an affiliate of the Company, Primerica Financial
Services, Inc. and certain of its affiliates. Plaintiffs seek unspecified
compensatory and punitive damages and other relief. In April 1997, the lawsuit
was removed to the U.S. District Court for the Southern District of Georgia and
in October, 1997, the lawsuit was remanded to the Superior Court of Richmond
County. Later in October 1997, the defendants, including the Company, answered
the Complaint, denied liability and asserted numerous affirmative defenses. In
February 1998, the Superior Court of Richmond County transferred the lawsuit to
the Superior Court of Gwinnett County, Georgia, and certified the transfer order
for immediate appellate review. Also in February 1998, plaintiffs served an
application for appellate review of the transfer order; defendants subsequently
opposed that application; and later in February 1998, the Court of Appeals of
the State of Georgia granted plaintiffs' application for appellate review.
Pending appeal proceedings in the trial court have been stayed. The Company
intends to vigorously contest the litigation.

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

31
<PAGE> 34

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

THE FIXED ACCOUNT

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

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

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

We guarantee that, at any time, the Fixed Account contract value will not be
less than the amount of the purchase payments allocated to the Fixed Account,
plus interest credited, less any applicable premium taxes or prior surrenders.
If the contract owner effects a surrender, the amount available from the Fixed
Account will be reduced by any applicable withdrawal charge as described under
"Charges and Deductions" in this prospectus.

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

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

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

TRANSFERS

You may make transfers from the Fixed Account to any other available variable
funding option(s) twice a year during the 30 days following the semiannual
anniversary of the Contract effective date. The transfers are limited to an
amount of up to 15% of the Fixed Account Value on the semiannual Contract
effective date anniversary. (This restriction does not apply to transfers from
the Dollar Cost Averaging Program.) Amounts previously transferred from the
Fixed Account to other funding options may not be transferred back to the Fixed
Account for a period of at least 6 months from the date of transfer. We reserve
the right to waive either of these restrictions.

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

A-1
<PAGE> 35

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

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

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

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

Copies of the Statement of Additional Information dated , 1999 (Form
No. L- S) are available without charge. To request a copy, please clip
this coupon on the dotted line, enter your name and address in the spaces
provided below, and mail to: The Travelers Insurance Company, Annuity Investor
Services, One Tower Square, Hartford, Connecticut 06183-9061.

Name:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

B-1
<PAGE> 36

PART B

Information Required in a Statement of Additional Information

<PAGE> 37

VINTAGE ALL STAR

STATEMENT OF ADDITIONAL INFORMATION

dated

_____, 1999

for

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES

ISSUED BY

THE TRAVELERS INSURANCE COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Individual Variable Annuity
Contract Prospectus dated _____, 1999. A copy of the Prospectus may be obtained
by writing to The Travelers Insurance Company, Annuity Investor Services, One
Tower Square, Hartford, Connecticut 06183-9061, or by calling 1-800-842-8573 or
by accessing the Securities and Exchange Commission's website at
http://www.sec.gov.

TABLE OF CONTENTS
<TABLE>
<S> <C>
THE INSURANCE COMPANY ................................................. 2

PRINCIPAL UNDERWRITER ................................................. 2

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT ..................... 2

VALUATION OF ASSETS ................................................... 3

MIXED AND SHARED FUNDING .............................................. 4

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

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

INDEPENDENT ACCOUNTANTS ............................................... 11

FINANCIAL STATEMENTS .................................................. F-1
</TABLE>
<PAGE> 38
THE INSURANCE COMPANY

The Travelers Insurance Company (the "Company"), is a stock insurance
company chartered in 1864 in Connecticut and continuously engaged in the
insurance business since that time. The Company is licensed to conduct a life
insurance business in all states of the United States, the District of Columbia,
Puerto Rico, Guam, the U.S. and British Virgin Islands, and the Bahamas. The
Company's Home Office is located at One Tower Square, Hartford, Connecticut
06183, and its telephone number is (860) 277-0111.

The Company is indirectly owned by a wholly owned subsidiary of
Citigroup Inc. Citigroup Inc. consists of businesses that produce a broad range
of financial services, including asset management, banking and consumer finance,
credit and charge cards, insurance, investments, investment banking and trading.
Among its businesses are Citibank, Commercial Credit, Primerica Financial
Services, Salomon Smith Barney, Salomon Smith Barney Asset Management, and
Travelers Property Casualty.

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

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

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

PRINCIPAL UNDERWRITER

CFBDS, Inc. serves as principal underwriter for Separate Account Nine
and the Contracts. The offering is continuous. CFBDS's principal executive
offices are located at 21 Milk Street, Boston, Massachusetts. CFBDS is not
affiliated with the Company or Separate Account Nine.

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT

Under the terms of the Distribution and Principal Underwriting
Agreement among Fund BD, CFBDS and the Company, CFBDS acts as agent for the
distribution of the Contracts and as principal

2
<PAGE> 39
underwriter for the Contracts. The Company reimburses CFBDS for certain sales
and overhead expenses connected with sales functions.

3
<PAGE> 40
VALUATION OF ASSETS

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

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

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

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

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

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

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

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

ACCUMULATION UNIT VALUE. The value of the accumulation unit for each Funding
Option was initially established at $1.00. The value of an accumulation unit on
any business day is determined by multiplying the value on the preceding
business day by the net investment factor for the valuation

4
<PAGE> 41
period just ended. The net investment factor is calculated for each Funding
Option and takes into account the investment performance, expenses and the
deduction of certain expenses.

ANNUITY UNIT VALUE. The initial Annuity Unit Value applicable to each Funding
Option was established at $1.00. An Annuity Unit Value as of any business day is
equal to (a) the value of the Annuity Unit on the preceding business day,
multiplied by (b) the corresponding net investment factor for the business day
just ended, divided by (c) the assumed net investment factor for the valuation
period. (For example, the assumed net investment factor based on an annual
assumed net investment rate of 3.0% for a valuation period of one day is
1.000081 and, for a period of two days, is 1.000081 x 1.000081.) After the
maturity date, withdrawals from the annuity unit value will be permitted only if
you have elected a variable payout option for a fixed period which is not based
on any lifetime. The maximum withdrawal amount will be calculated by computing
the payments at 7% annual interest rate.

MIXED AND SHARED FUNDING

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

PERFORMANCE INFORMATION

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

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

5
<PAGE> 42
NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be
calculated in a similar manner based on the performance of the Funding Options
over a period of time, usually for the calendar year-to-date, and for the past
one-, three-, five- and ten-year periods. Nonstandardized total returns will not
reflect the deduction of the annual contract administrative charge, which, if
reflected, would decrease the level of performance shown. The withdrawal charge
is not reflected because the Contract is designed for long-term investment.

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

Average annual total returns for each of the Funding Options excluding
Money Market Portfolio computed according to nonstandardized method for the
period ending December 31, 1998 are set forth in the following table. Actual
returns for the Separate Account are not available, since the separate account
is new and therefore has no investment history. However, average annual total
returns have been calculated using each Funding Option's investment performance
since inception.

6
<PAGE> 43
VINTAGE ALL STAR
SEC STANDARDIZED PERFORMANCE AS OF 12/31/98 (N/A)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
FUNDING OPTION Inception Date Standard Enhanced Death Super Enhanced
Death Benefit Option Death Benefit
Benefit Option
Option
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GREENWICH STREET SERIES FUND
- ------------------------------------------------------------------------------------------------------
Smith Barney Appreciation
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney Diver. Strategic
Income Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney Equity Index
Portfolio Class II
- ------------------------------------------------------------------------------------------------------
Smith Barney Total Return
Portfolio
- ------------------------------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
- ------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund
- ------------------------------------------------------------------------------------------------------
Salomon Brothers Total Return Fund
- ------------------------------------------------------------------------------------------------------
TRAVELERS SERIES FUND, INC
- ------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio
- ------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney High Income
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney International Equity
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Value
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney Money Market
Portfolio
- ------------------------------------------------------------------------------------------------------
Travelers Managed Income Portfolio
- ------------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio
- ------------------------------------------------------------------------------------------------------
THE TRAVELERS SERIES TRUST
- ------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap
Stock Portfolio
- ------------------------------------------------------------------------------------------------------
Equity Income Portfolio
- ------------------------------------------------------------------------------------------------------
Large Cap Portfolio
- ------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio
- ------------------------------------------------------------------------------------------------------
Travelers Strategic Stock
Portfolio
- ------------------------------------------------------------------------------------------------------
TEMPLETON VARIABLE PRODUCTS
SERIES FUND
- ------------------------------------------------------------------------------------------------------
Franklin Small Cap Investments
Fund II
- ------------------------------------------------------------------------------------------------------
Templeton International Fund
Class II
- ------------------------------------------------------------------------------------------------------
Alliance Premier Growth Fund
- ------------------------------------------------------------------------------------------------------
</TABLE>

7
<PAGE> 44
<TABLE>
<S> <C> <C> <C> <C>
American Variable Insurance
Growth and Income Fund
- ------------------------------------------------------------------------------------------------------
American Variable Insurance
Growth Fund
- ------------------------------------------------------------------------------------------------------
American Variable Insurance
Global Fund
- ------------------------------------------------------------------------------------------------------
Smith Barney Aggressive Growth
Fund
- ------------------------------------------------------------------------------------------------------
Smith Barney Mid Cap Fund
- ------------------------------------------------------------------------------------------------------
Van Kampen Emerging Growth Fund
- ------------------------------------------------------------------------------------------------------
</TABLE>

The inception date used to calculate standarized performance is based on the
date that the investment option became active under the product. Returns for
periods less than one year are cumulative.

* Enhanced Death Benefit Option and Super Enhanced Death Benefit Option may not
be available in all states.

8
<PAGE> 45
VINTAGE
NONSTANDARDIZED PERFORMANCE AS OF 12/31/98

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
FUNDING OPTION Inception Date Standard Enhanced Death Super Enhanced
Death Benefit Option Death Benefit
Benefit Option
Option
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
GREENWICH STREET SERIES FUND
- ------------------------------------------------------------------------------------------------------
Smith Barney Appreciation
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney Diver. Strategic
Income Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney Equity Index
Portfolio Class II
- ------------------------------------------------------------------------------------------------------
Smith Barney Total Return
Portfolio
- ------------------------------------------------------------------------------------------------------
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
- ------------------------------------------------------------------------------------------------------
Salomon Brothers Investors Fund
- ------------------------------------------------------------------------------------------------------
Salomon Brothers Total Return Fund
- ------------------------------------------------------------------------------------------------------
TRAVELERS SERIES FUND, INC
- ------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio
- ------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney High Income
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney International Equity
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Growth
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Value
Portfolio
- ------------------------------------------------------------------------------------------------------
Smith Barney Money Market
Portfolio
- ------------------------------------------------------------------------------------------------------
Travelers Managed Income Portfolio
- ------------------------------------------------------------------------------------------------------
Van Kampen Enterprise Portfolio
- ------------------------------------------------------------------------------------------------------
THE TRAVELERS SERIES TRUST
- ------------------------------------------------------------------------------------------------------
Travelers Disciplined Small Cap
Stock Portfolio
- ------------------------------------------------------------------------------------------------------
Equity Income Portfolio
- ------------------------------------------------------------------------------------------------------
Large Cap Portfolio
- ------------------------------------------------------------------------------------------------------
MFS Emerging Growth Portfolio
- ------------------------------------------------------------------------------------------------------
Travelers Strategic Stock
Portfolio
- ------------------------------------------------------------------------------------------------------
TEMPLETON VARIABLE PRODUCTS
SERIES FUND
- ------------------------------------------------------------------------------------------------------
Franklin Small Cap Investments
Fund II
- ------------------------------------------------------------------------------------------------------
Templeton International Fund
Class II
- ------------------------------------------------------------------------------------------------------
Alliance Premier Growth Fund
- ------------------------------------------------------------------------------------------------------
</TABLE>

9
<PAGE> 46
<TABLE>
<S> <C> <C> <C> <C>
American Variable Insurance
Growth and Income Fund
- ------------------------------------------------------------------------------------------------------
American Variable Insurance
Growth Fund
- ------------------------------------------------------------------------------------------------------
American Variable Insurance
Global Fund
- ------------------------------------------------------------------------------------------------------
Smith Barney Aggressive Growth
Fund
- ------------------------------------------------------------------------------------------------------
Smith Barney Mid Cap Fund
- ------------------------------------------------------------------------------------------------------
Van Kampen Emerging Growth Fund
- ------------------------------------------------------------------------------------------------------
</TABLE>

Returns for periods less than one year are cumulative; all others are
annualized. Inception date reflects the date the underlying fund began
operating.

10
<PAGE> 47
FEDERAL TAX CONSIDERATIONS

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

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

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

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

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

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

11
<PAGE> 48
Company in accordance with these rules and the Company will make a notification
when payments should be commenced.

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

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

SIMPLE Plan IRA Form

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

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

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

12
<PAGE> 49
QUALIFIED PENSION AND PROFIT-SHARING PLANS
Under a qualified pension or profit-sharing plan, purchase payments
made by an employer are not currently taxable to the participant and increases
in the value of a contract are not subject to taxation until received by a
participant or beneficiary.

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

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

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

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

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

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

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

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

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

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

13
<PAGE> 50
3. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE
YEAR)

The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage withholding
tables as if the recipient were married claiming three exemptions. A recipient
may elect not to have income taxes withheld or have income taxes withheld at a
different rate by providing a completed election form. Election forms will be
provided at the time distributions are requested. This form of withholding
applies to all annuity programs. As of January 1, 1999, a recipient receiving
periodic payments (e.g., monthly or annual payments under an annuity option)
which total $14,700 or less per year, will generally be exempt from periodic
withholding.

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

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

INDEPENDENT ACCOUNTANTS

The consolidated financial statements of The Travelers Insurance
Company and Subsidiaries as of December 31, 1998 and 1997, and for each of the
years in the three-year period ended December 31, 1998, have been included or
incorporated in reliance upon the reports of KPMG LLP, independent certified
public accountants, appearing elsewhere herein or incorporated herein by
reference, and upon the authority of said firm as experts in accounting and
auditing.

14
<PAGE> 51
VINTAGE ALL-STAR

STATEMENT OF ADDITIONAL INFORMATION

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES

Individual Variable Annuity Contract
issued by

The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183

L-XXXXXS ___, 1999

<PAGE> 52

PART C

Other Information

Item 24. Financial Statements and Exhibits

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

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

To be provided by amendment.

(b) Exhibits

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

2. Not Applicable.

3(a). Distribution and Principal Underwriting Agreement among the Registrant,
The Travelers Insurance Company and CFBDS, Inc. To be provided by
amendment.

3(b). Selling Agreement. (Incorporated herein by reference to Exhibit 3(b) to
Pre-Effective Amendment No. 1 to the Registration Statement on Form N-4,
File No. 333-60227 filed November 9, 1998)

4. Variable Annuity Contract. To be provided by amendment.

5. Application. To be provided by amendment.

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

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

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

10. Consent of KPMG LLP, Independent Certified Public Accountants. To be
provided by amendment.

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

15. Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah as
signatory for Michael A. Carpenter, J. Eric Daniels, Jay S. Benet, George
C. Kokulis, Robert I. Lipp, Katherine M. Sullivan and Marc P. Weill.

<PAGE> 53

Item 25. Directors and Officers of the Depositor

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

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

*** Travelers Portfolio Group
1345 Avenue of the Americas
New York, NY 10105
</TABLE>

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

Incorporated herein by reference to Exhibit 16 to Post-Effective
Amendment No. 2 to the Registration Statement on Form N-4, File No. 333-27689,
filed April 16, 1999.

<PAGE> 54

Item 27. Number of Contract Owners

Not applicable.

Item 28. Indemnification

Sections 33-770 to 33-778, inclusive of the Connecticut General Statutes
("C.G.S.") regarding indemnification of directors and officers of Connecticut
corporations provides in general that Connecticut corporations shall indemnify
their officers, directors and certain other defined individuals against
judgments, fines, penalties, amounts paid in settlement and reasonable expenses
actually incurred in connection with proceedings against the corporation. The
corporation's obligation to provide such indemnification generally does not
apply unless (1) the individual is wholly successful on the merits in the
defense of any such proceeding; or (2) a determination is made (by persons
specified in the statute) that the individual acted in good faith and in the
best interests of the corporation and in all other cases, his conduct was at
least not opposed to the best interests of the corporation, and in a criminal
case he had no reasonable cause to believe his conduct was unlawful; or (3) the
court, upon application by the individual, determines in view of all of the
circumstances that such person is fairly and reasonably entitled to be
indemnified, and then for such amount as the court shall determine. With respect
to proceedings brought by or in the right of the corporation, the statute
provides that the corporation shall indemnify its officers, directors and
certain other defined individuals, against reasonable expenses actually incurred
by them in connection with such proceedings, subject to certain limitations.

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

Rule 484 Undertaking

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

Item 29. Principal Underwriter

(a) CFBDS, Inc.
21 Milk Street
Boston, MA 02109

CFBDS, Inc. also serves as principal underwriter for the following :

(a) CFBDS, the Registrant's Distributor, is also the distributor for
CitiFunds(SM) International Growth & Income Portfolio, CitiFunds(SM)
International Growth Portfolio, CitiFunds(SM) U.S. Treasury Reserves,
CitiFunds(SM) Cash Reserves, CitiFunds(SM) Premium U.S. Treasury Reserves,

<PAGE> 55
CitiFunds(SM) Premium Liquid Reserves, CitiFunds(SM) Institutional U.S. Treasury
Reserves, CitiFunds(SM) Institutional Liquid Reserves, CitiFunds(SM)
Institutional Cash Reserves, CitiFunds(SM) Tax Free Reserves, CitiFunds(SM)
Institutional Tax Free Reserves, CitiFunds(SM) California Tax Free Reserves,
CitiFunds(SM) Connecticut Tax Free Reserves, CitiFunds(SM) New York Tax Free
Reserves, CitiFunds(SM) New York Tax Free Income Portfolio, CitiFunds(SM)
National Tax Free Income Portfolio, CitiFunds(SM) California Tax Free Income
Portfolio, CitiFunds(SM) Intermediate Income Portfolio, CitiFunds(SM) Balanced
Portfolio, CitiFunds(SM) Small Cap Value Portfolio, CitiFunds(SM) Growth &
Income Portfolio, CitiFunds(SM) Large Cap Growth Portfolio, CitiFunds(SM) Small
Cap Growth Portfolio, CitiSelect(R) VIP Folio 200, CitiSelect(R) VIP Folio 300,
CitiSelect(R) VIP Folio 400, CitiSelect(R) VIP Folio 500, CitiFunds(SM) Small
Cap Growth VIP Portfolio, CitiSelect(R) Folio 100, CitiSelect(R) Folio 200,
CitiSelect(R) Folio 300, CitiSelect(R) Folio 400, and CitiSelect(R) Folio 500.

CFBDS is also the placement agent for Large Cap Value Portfolio, Small Cap Value
Portfolio, International Portfolio, Foreign Bond Portfolio, Intermediate Income
Portfolio, Short-Term Portfolio, Growth & Income Portfolio, U.S. Fixed Income
Portfolio, High Yield Portfolio, Large Cap Growth Portfolio, Small Cap Growth
Portfolio, International Equity Portfolio, Balanced Portfolio, Government Income
Portfolio, Tax Free Reserves Portfolio, Cash Reserves Portfolio and U.S.
Treasury Reserves Portfolio.

CFBDS also serves as the distributor for the following funds: The Travelers Fund
U for Variable Annuities, The Travelers Fund VA for Variable Annuities, The
Travelers Fund BD for Variable Annuities, The Travelers Fund BD II for Variable
Annuities, The Travelers Fund BD III for Variable Annuities, The Travelers Fund
BD IV for Variable Annuities, The Travelers Fund ABD for Variable Annuities, The
Travelers Fund ABD II for Variable Annuities, The Travelers Separate Account PF
for Variable Annuities, The Travelers Separate Account PF II for Variable
Annuities, The Travelers Separate Account QP for Variable Annuities, The
Travelers Separate Account TM for Variable Annuities, The Travelers Separate
Account TM II for Variable Annuities, The Travelers Separate Account Five for
Variable Annuities, The Travelers Separate Account Six for Variable Annuities,
The Travelers Separate Account Seven for Variable Annuities, The Travelers
Separate Account Eight for Variable Annuities, The Travelers Fund UL for
Variable Life Insurance, The Travelers Fund UL II for Variable Life Insurance,
The Travelers Fund UL III for Variable Life Insurance, The Travelers Variable
Life Insurance Separate Account One, The Travelers Variable Life Insurance
Separate Account Two, The Travelers Variable Life Insurance Separate Account
Three, The Travelers Variable Life Insurance Separate Account Four, The
Travelers Separate Account MGA, The Travelers Separate Account MGA II, The
Travelers Growth and Income Stock Account for Variable Annuities, The Travelers
Quality Bond Account for Variable Annuities, The Travelers Money Market Account
for Variable Annuities, The Travelers Timed Growth and Income Stock Account for
Variable Annuities, The Travelers Timed Short-Term Bond Account for Variable
Annuities, The Travelers Timed Aggressive Stock Account for Variable Annuities,
The Travelers Timed Bond Account for Variable Annuities, Emerging Growth Fund,
Government Fund, Growth and Income Fund, International Equity Fund, Municipal
Fund, Balanced Investments, Emerging Markets Equity Investments, Government
Money Investments, High Yield Investments, Intermediate Fixed Income
Investments, International Equity Investments, International Fixed Income
Investments, Large Capitalization Growth Investments, Large Capitalization Value
Equity Investments, Long-Term Bond Investments, Mortgage Backed Investments,
Municipal Bond Investments, Small Capitalization Growth Investments, Small
Capitalization Value Equity Investments, Appreciation Portfolio, Diversified
Strategic Income

<PAGE> 56

Portfolio, Emerging Growth Portfolio, Equity Income Portfolio, Equity Index
Portfolio, Growth & Income Portfolio, Intermediate High Grade Portfolio,
International Equity Portfolio, Money Market Portfolio, Total Return Portfolio,
Smith Barney Adjustable Rate Government Income Fund, Smith Barney Aggressive
Growth Fund Inc., Smith Barney Appreciation Fund, Smith Barney Arizona
Municipals Fund Inc., Smith Barney California Municipals Fund Inc., Balanced
Portfolio, Conservative Portfolio, Growth Portfolio, High Growth Portfolio,
Income Portfolio, Global Portfolio, Select Balanced Portfolio, Select
Conservative Portfolio, Select Growth Portfolio, Select High Growth Portfolio,
Select Income Portfolio, Concert Social Awareness Fund, Smith Barney Large Cap
Blend Fund, Smith Barney Fundamental Value Fund Inc., Large Cap Value Fund,
Short-Term High Grade Bond Fund, U.S. Government Securities Fund, Smith Barney
Balanced Fund, Smith Barney Convertible Fund, Smith Barney Diversified Strategic
Income Fund, Smith Barney Exchange Reserve Fund, Smith Barney High Income Fund,
Smith Barney Municipal High Income Fund, Smith Barney Premium Total Return Fund,
Smith Barney Total Return Bond Fund, Cash Portfolio, Government Portfolio,
Municipal Portfolio, Concert Peachtree Growth Fund, Smith Barney Contrarian
Fund, Smith Barney Government Securities Fund, Smith Barney Hansberger Global
Small Cap Value Fund, Smith Barney Hansberger Global Value Fund, Smith Barney
Investment Grade Bond Fund, Smith Barney Special Equities Fund, Smith Barney
Intermediate Maturity California Municipals Fund, Smith Barney Intermediate
Maturity New York Municipals Fund, Smith Barney Large Capitalization Growth
Fund, Smith Barney S&P 500 Index Fund, Smith Barney Mid Cap Blend Fund, Smith
Barney Managed Governments Fund Inc., Smith Barney Managed Municipals Fund Inc.,
Smith Barney Massachusetts Municipals Fund, Cash Portfolio, Government
Portfolio, Retirement Portfolio, California Money Market Portfolio, Florida
Portfolio, Georgia Portfolio, Limited Term Portfolio, New York Money Market
Portfolio, New York Portfolio, Pennsylvania Portfolio, Smith Barney Municipal
Money Market Fund, Inc., Smith Barney Natural Resources Fund Inc., Smith Barney
New Jersey Municipals Fund Inc., Smith Barney Oregon Municipals Fund, Zeros Plus
Emerging Growth Series 2000, Smith Barney Security and Growth Fund, Smith Barney
Small Cap Blend Fund, Inc., Smith Barney Telecommunications Income Fund, Income
and Growth Portfolio, Reserve Account Portfolio, U.S. Government/High Quality
Securities Portfolio, Emerging Markets Portfolio, European Portfolio, Global
Government Bond Portfolio, International Balanced Portfolio, International
Equity Portfolio, Pacific Portfolio, AIM Capital Appreciation Portfolio,
Alliance Growth Portfolio, GT Global Strategic Income Portfolio, MFS Total
Return Portfolio, Putnam Diversified Income Portfolio, Smith Barney High Income
Portfolio, Smith Barney Large Cap Value Portfolio, Smith Barney International
Equity Portfolio, Smith Barney Large Capitalization Growth Portfolio, Smith
Barney Money Market Portfolio, Smith Barney Pacific Basin Portfolio, TBC Managed
Income Portfolio, Van Kampen American Capital Enterprise Portfolio, Centurion
Tax-Managed U.S. Equity Fund, Centurion Tax-Managed International Equity Fund,
Centurion U.S. Protection Fund, Centurion International Protection Fund, Global
High-Yield Bond Fund, International Equity Fund, Emerging Opportunities Fund,
Core Equity Fund, Long-Term Bond Fund, Global Dimensions Fund L.P., Citicorp
Private Equity L.P., AIM V.I. Capital Appreciation Fund, AIM V.I. Government
Series Fund, AIM V.I. Growth Fund, AIM V.I. International Equity Fund, AIM V.I.
Value Fund, Fidelity VIP Growth Portfolio, Fidelity VIP High Income Portfolio,
Fidelity VIP Equity Income Portfolio, Fidelity VIP Overseas Portfolio, Fidelity
VIP II Contrafund Portfolio, Fidelity VIP II Index 500 Portfolio, MFS World
Government Series, MFS Money Market Series, MFS Bond Series, MFS Total Return
Series, MFS Research Series, MFS Emerging Growth Series, Salomon Brothers
Institutional Money Market Fund, Salomon Brothers Cash Management Fund, Salomon
Brothers New York Municipal Money Market Fund, Salomon Brothers National
Intermediate Municipal Fund, Salomon Brothers U.S. Government Income Fund,
Salomon Brothers High Yield Bond Fund, Salomon Brothers Strategic Bond Fund,
Salomon Brothers Total

<PAGE> 57

Return Fund, Salomon Brothers Asia Growth Fund, Salomon Brothers Capital Fund
Inc, Salomon Brothers Investors Fund Inc, Salomon Brothers Opportunity Fund Inc,
Salomon Brothers Institutional High Yield Bond Fund, Salomon Brothers
Institutional Emerging Markets Debt Fund, Salomon Brothers Variable Investors
Fund, Salomon Brothers Variable Capital Fund, Salomon Brothers Variable Total
Return Fund, Salomon Brothers Variable High Yield Bond Fund, Salomon Brothers
Variable Strategic Bond Fund, Salomon Brothers Variable U.S. Government Income
Fund, and Salomon Brothers Variable Asia Growth Fund.

(b) The information required by this Item 27 with respect to each director and
officer of CFBDS is incorporated by reference to Schedule A of Form BD filed by
CFBDS pursuant to the Securities and Exchange Act of 1934 (File No. 8-32417).

Item 30. Location of Accounts and Records

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

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

The undersigned Registrant hereby undertakes:

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

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

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

The Company hereby represents:

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

<PAGE> 58

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this registration statement to be signed on
its behalf in the City of Hartford, State of Connecticut, on this 30th day of
June 1999.

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES
(Registrant)

THE TRAVELERS INSURANCE COMPANY
(Depositor)
<TABLE>
<S> <C>
By: *JAY S. BENET
------------------------------------
Jay S. Benet
Senior Vice President, Chief Financial Officer
Chief Accounting Officer and Controller
</TABLE>

As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities indicated on the 30th day of
June 1999.

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

*J. ERIC DANIELS Director, President and Chief Executive Officer
- ---------------------------
(J. Eric Daniels)

*JAY S. BENET Director, Senior Vice President, Chief
- --------------------------- Financial Officer, Chief Accounting Officer
(Jay S. Benet) and Controller

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

*ROBERT I. LIPP Director and Senior Vice President
- ---------------------------
(Robert I. Lipp)

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

*MARC P. WEILL Director and Senior Vice President
- ---------------------------
(Marc P. Weill)
</TABLE>

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

<PAGE> 59

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

3(a). Distribution and Principal Underwriting Agreement among To be filed b
the Registrant, The Travelers Insurance Company and CFBDS, Inc. amendment

4. Variable Annuity Contract. To be filed by
amendment

5. Application. To be filed by
amendment

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

10. Consent of KPMG LLP, Independent Certified Public Accountants. To be filed by
amendment.

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

10. Consent of KPMG LLP, Independent Certified Public Accountants. To be filed by
amendment

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

<PAGE> 1

EXHIBIT 1

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

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

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

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

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

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

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of THE
TRAVELERS INSURANCE COMPANY at Hartford, Connecticut, this 28th day of June
1999.

/s/Ernest J. Wright, Secretary

<PAGE> 1

EXHIBIT 9

June 28, 1999

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

Gentlemen:

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

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

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

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

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

Very truly yours,

/s/Katherine M. Sullivan
General Counsel
The Travelers Insurance Company

<PAGE> 1

EXHIBIT 15

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of
June 1999.

/s/ Michael A. Carpenter
Director and Chairman of the Board
The Travelers Insurance Company

<PAGE> 2

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of
June 1999.

/s/ J. Eric Daniels
Director, President and Chief Executive Officer
The Travelers Insurance Company

<PAGE> 3

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of
June 1999.

/s/ Jay S. Benet
Director, Senior Vice President,
Chief Financial Officer
Chief Accounting Officer and Controller
The Travelers Insurance Company

<PAGE> 4

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of
June 1999.

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

<PAGE> 5

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of
June 1999.

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

<PAGE> 6

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of
June 1999.

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

<PAGE> 7

THE TRAVELERS SEPARATE ACCOUNT NINE FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

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

IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of
June 1999.

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