COMMERCIAL CREDIT CO, S-3, 1997-06-10

COMMERCIAL CREDIT CO
S-3, 1997-06-10
PERSONAL CREDIT INSTITUTIONS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1997
REGISTRATION NO. 333-

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------

<TABLE>
<S> <C> <C>
COMMERCIAL CREDIT COMPANY DELAWARE 52-0883351
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

</TABLE>

------------
300 ST. PAUL PLACE
BALTIMORE, MARYLAND 21202
(410) 332-3000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------
CHARLES O. PRINCE, III
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 816-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE FOR REGISTRANT)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of the registration statement, as determined by
market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. X

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE
TITLE OF EACH CLASS REGISTERED(1) PER UNIT(2) OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED PRICE(2) REGISTRATION FEE(4)
<S> <C> <C> <C> <C>
Debt Securities(3)........................ $1,000,000,000 100% $1,000,000,000 $303,031
</TABLE>

(1) Or, if any securities are issued at original issue discount, such greater
amount as shall result in aggregate offering price of $1,000,000,000.

(2) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(o). Any offering of Securities denominated in
any foreign currency units will be treated as the equivalent in U.S.
dollars based on the exchange rate applicable to the purchase of such
Securities from the registrant.

(3) This registration statement also relates to offers and sales of Debt
Securities by Smith Barney Inc., an affiliate of the Company, in
market-making transactions.

(4) Up to $550,000,000 principal amount of debt securities previously
registered pursuant to the Company's Registration Statement (No. 333-00055)
and not issued will be offered by the Prospectus contained in this
Registration Statement. A filing fee associated with such debt securities
in the amount of $189,656 was previously paid in connection with the
filing of Registration Statement No. 333-00055.

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 THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

Pursuant to Rule 429, the Prospectus contained in this Registration
Statement will also be used in connection with the offering of up to
$550,000,000 principal amount of the Debt Securities previously registered
pursuant to the Company's Registration Statement (No. 333-00055) and
not issued. In the event any such previously registered Debt Securities are
offered prior to the effective date of this Registration Statement, they will
not be included in any Prospectus hereunder.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
COMMERCIAL CREDIT COMPANY
DEBT SECURITIES
----------------

Commercial Credit Company (the "Company") has offered or may offer, from
time to time, its debt securities (the "Securities"), from which the Company
will receive proceeds of up to $1,550,000,000 (or the equivalent in foreign
denominated currencies or units of two or more currencies, based on the
applicable exchange rate at the time of sale, as shall be designated by the
Company at the time of sale). The Securities will be offered to the public on
terms determined by market conditions at the time of sale. When a particular
series of Securities is offered (the "Offered Securities"), a supplement to this
Prospectus (the "Prospectus Supplement") will be delivered with this Prospectus
setting forth with respect to such series: the specific designation, aggregate
principal amount, denominations, currency, purchase price, maturity, rate (which
may be fixed or variable) and time of payment of interest (if any), redemption
terms and any other variable terms.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

The Offered Securities sold by the Company will be sold directly or through
agents designated from time to time, or through underwriters or dealers, which
may be a group of underwriters represented by one or more firms. If any agents
of the Company or any underwriters are involved in the sale by the Company of
the Offered Securities, the names of such agents or underwriters and any
applicable fee, commission, purchase price or discount arrangements with them
will be set forth in the Prospectus Supplement. The net proceeds to the Company
from such sale will be set forth in the Prospectus Supplement. The Company may
also sell Offered Securities directly to investors on its own behalf. This
Prospectus, together with an appropriate Prospectus Supplement, may also be used
by Smith Barney Inc. ("Smith Barney"), an affiliate of the Company, in
connection with market-making transactions at negotiated prices related to
prevailing market prices at the time of sale. Smith Barney may act as principal
or agent in such transactions.

THE DATE OF THIS PROSPECTUS IS , 1997
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR SMITH BARNEY. THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER
OF ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH THE PROSPECTUS SUPPLEMENT
RELATES, OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE AFFAIRS OF THE COMPANY
OR ITS SUBSIDIARIES SINCE THE DATE HEREOF.

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

FOR NORTH CAROLINA PURCHASERS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH CAROLINA,
NOR HAS THE COMMISSIONER OF INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF
THIS DOCUMENT.

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

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at: Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549; Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; and Seven World Trade Center, New York, New York 10048. The
Commission also maintains a site on the World Wide Web, the address of which is
http://www.sec.gov, that contains reports, proxy and information statements and
other information regarding issuers, such as the Company, that file
electronically with the Commission. Copies of such material can also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, at prescribed rates. Such reports and
other information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, where certain of the
Company's debt securities are listed.

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

The Company has filed with the Commission Registration Statements on Form
S-3 (the "Registration Statements") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Securities offered hereby. For
further information with respect to the Company and the Securities offered
hereby, reference is made to the Registration Statements and exhibits thereto.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or document filed as an exhibit to the
Registration Statements, each such statement being qualified in all respects by
such reference.

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

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES
OFFERED HEREBY, INCLUDING BY ENTERING STABILIZING BIDS, EFFECTING SYNDICATE
COVERING TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION."

2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company incorporates by reference the following documents heretofore
filed with the Commission pursuant to the Exchange Act:

1. Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 1996;

2. Quarterly Report on Form 10-Q of the Company for the fiscal quarter
ended March 31, 1997.

3. Current Reports on Form 8-K of the Company, dated January 21, 1997,
April 14, 1997 and June 8, 1997.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
later of (i) the termination of the offering being made hereby and (ii) the date
on which Smith Barney ceases offering and selling Securities pursuant to this
Prospectus shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
in an accompanying Prospectus Supplement or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement or data so superseded or
modified shall not be deemed to constitute a part of this Prospectus except as
so superseded or modified.

The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference in the
Registration Statements of which this Prospectus forms a part, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such documents. Requests should be directed to Patricia A.
Rouzer, Corporate Communications and Investor Relations, Commercial Credit
Company, 300 St. Paul Place, Baltimore, Maryland 21202; telephone (410)
332-3888.

3
<PAGE>
THE COMPANY

The Company, a wholly owned subsidiary of Travelers Group Inc.
("Travelers"), is a financial services holding company engaged, through
subsidiaries, principally in consumer finance services. This Prospectus relates
only to the Securities of the Company and not to the securities of any of its
affiliates. As of December 31, 1996, the Company's Consumer Finance Services
segment, which includes consumer lending services, as well as credit-related
insurance and credit card services, maintained 859 loan offices in 44 states.

The Company's lending services consist of loans to consumers, including real
estate-secured loans, both fixed and variable rate secured and unsecured
personal loans and fixed rate loans to finance consumer goods purchases. Through
its bank subsidiaries, the Company provides credit card services to individuals
and to affinity groups. American Health and Life Insurance Company, a subsidiary
of the Company, underwrites or arranges for credit-related insurance, which is
offered to customers of the Company's consumer finance business.

The Company holds 2,105 shares of Cumulative Adjustable Rate Preferred
Stock, Series Y, of Travelers, with a liquidation value of $100,000 per share,
which is redeemable at the option of the holder at certain times and callable by
Travelers at certain times. In 1994, the Company exchanged the shares of
Travelers common stock that it had acquired in 1993 in the merger of The
Travelers Corporation into Travelers for shares of the preferred stock, which
had a value equal to the market value of the common shares at the time the
exchange was agreed upon.

The principal offices of the Company are located at 300 St. Paul Place,
Baltimore, Maryland 21202; telephone (410) 332-3000. The Company was
incorporated in Delaware in 1968.

USE OF PROCEEDS

Unless otherwise set forth in the applicable Prospectus Supplement, the
Company intends to apply the net proceeds from the sale of the Offered
Securities to fund its financial services business and for general corporate
purposes, which may include the reduction or refinancing of other borrowings, or
the making of investments or capital contributions to subsidiaries of the
Company. A portion of the net proceeds may be used by the Company to finance a
portion of the purchase price payable in connection with the proposed
acquisition by the Company of Security Pacific Finance System Incorporated.
Also, in order to fund its financial services business, the Company expects to
incur additional indebtedness in the future.

RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
- ----------------- -----------------------------------------------------
1997 1996 1995 1994 1993 1992
- ----------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
1.50 1.61 1.70 1.83 2.09 2.12 (1)
</TABLE>

The ratio of earnings to fixed charges has been computed by dividing
earnings from continuing operations before income taxes and fixed charges by the
fixed charges. For purposes of this ratio, fixed charges consist of interest
expense and that portion of rentals deemed representative of the appropriate
interest factor.

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

(1) Included in earnings from continuing operations before income taxes (used in
the computation above) are net gains of $47.0 million resulting from the
sale of stock of Inter-Regional Financial Group, Inc., the sale of the
Company's investment in the common stock of Musicland Stores Corporation and
the sale of 50% of Commercial Insurance Resources, Inc. Without giving
effect to these net gains, the ratio of earnings to fixed charges for 1992
would have been 1.99.

4
<PAGE>
DESCRIPTION OF SECURITIES

The following description of the terms of the Securities sets forth certain
general terms and provisions of the Securities to which any Prospectus
Supplement may relate. The particular terms of the Offered Securities offered by
any Prospectus Supplement and the extent, if any, to which such general
provisions may apply to the Offered Securities so offered will be described in
the Prospectus Supplement relating to such Offered Securities.

The Securities are to be issued under an Indenture, dated as of December 1,
1986, as supplemented by the First Supplemental Indenture, dated as of June 13,
1990 (as supplemented, the "Indenture") between the Company and Citibank, N.A.
(the "Trustee"), a copy of which Indenture is incorporated by reference as an
exhibit to the Registration Statements of which this Prospectus forms a part.

The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Indenture, including the definitions
therein of certain terms. Wherever particular provisions or defined terms of the
Indenture are referred to, such provisions or defined terms are incorporated
herein by reference. Capitalized terms not otherwise defined herein shall have
the meaning given to them in the Indenture.

GENERAL

The Securities will be unsecured obligations of the Company and will not be
subordinated to other indebtedness of the Company.

Securities offered by this Prospectus will be limited to an aggregate
initial public offering price of approximately $1,550,000,000 or the equivalent
thereof in one or more foreign currencies or composite currencies.

The Indenture does not limit the aggregate principal amount of Securities
which may be issued thereunder and provides that Securities may be issued
thereunder from time to time in one or more series.

Reference is made to the Prospectus Supplement relating to the particular
series of Securities offered thereby for the following terms, when applicable,
of the Offered Securities: (a) the designation of the Offered Securities; (b)
any limit on the aggregate principal amount of the Offered Securities; (c) the
date or dates on which the Offered Securities will mature; (d) the rate or rates
(which may be fixed or variable) per annum at which the Offered Securities will
bear interest, if any, and the date from which such interest will accrue; (e)
the dates on which such interest, if any, will be payable and the Regular Record
Dates for such Interest Payment Dates; (f) any mandatory or optional sinking
fund or purchase fund or analogous provisions; (g) if applicable, the date after
which and the price or prices at which the Offered Securities may, pursuant to
any optional or mandatory redemption provisions, be redeemed at the option of
the Company or the Holder thereof and the other detailed terms and provisions of
such optional or mandatory redemption; (h) the place or places of payment of
principal of (and premium, if any) and interest on the Offered Securities; (i)
special provisions relating to the issuance of any Bearer Securities of any
series; (j) the currency in Dollars, Foreign Currency or any composite currency
of any series; (k) any deletions from, changes in or additions to Events of
Default or covenants of the Company in the Indenture; (l) the form of Securities
and Coupons, if any; and (m) any other terms of the Offered Securities. (Section
301)

The Securities will be issuable as Registered Securities, as Bearer
Securities or both. Securities of a series may be issuable in the form of one or
more Global Securities, as described below under "Global Securities." Unless the
Prospectus Supplement relating thereto specifies otherwise, Registered
Securities denominated in U.S. dollars will be issued only in denominations of
$1,000 or any integral multiple thereof, and Bearer Securities denominated in
U.S. dollars will be issued only in denominations of $5,000. The Prospectus
Supplement relating to a series of Securities denominated in a foreign or
composite currency will specify the denomination thereof. (Section 302)

5
<PAGE>
At the option of the Holder upon request confirmed in writing, and subject
to the terms of the Indenture, Bearer Securities (with all unmatured coupons,
except as provided below) of any series will be exchangeable into an equal
aggregate principal amount of Registered Securities of the same series (with the
same interest rate and maturity date) and Registered Securities of any series
will be exchangeable into an equal aggregate principal amount of Registered
Securities of the same series (with the same interest rate and maturity date) of
different authorized denominations. If a Holder surrenders Bearer Securities in
exchange for Registered Securities between a Regular Record Date or, in certain
circumstances, a Special Record Date, and the relevant Interest Payment Date,
such Holder will not be required to surrender the Coupon relating to such
interest payment date. Registered Securities may not be exchanged for Bearer
Securities. (Section 305)

Securities may be presented for exchange, and Registered Securities (other
than a Global Security) may be presented for registration of transfer (with the
form of transfer endorsed thereon duly executed), at the office of any transfer
agent or at the office of the Security Registrar, without service charge and
upon payment of any taxes and other govermental charges as described in the
Indenture. Such registration of transfer or exchange will be effected upon the
transfer agent's or the Security Registrar's, as the case may be, being
satisfied with the documents of title and identity of the person making the
request. (Section 305) Bearer Securities will be transferable by delivery.

The Company may, in addition to issuing Securities with terms different from
those of Securities previously issued, "reopen" a previous issue of a series of
Securities and issue additional Securities of such series.

Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount from the principal
amount thereof. If the Offered Securities are Original Issue Discount
Securities, the special Federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto. As defined in the Indenture, "Original Issue Discount Security" means
any security which provides for an amount less than the principal amount thereof
to be due and payable upon a declaration of acceleration of the Maturity thereof
upon the occurrence of an Event of Default and the continuation thereof.
(Section 101 and 502)

PAYMENT AND PAYING AGENTS

Payment of principal of and premium, if any, on Registered Securities (other
than a Global Security) will be made in the designated currency against
surrender of such Registered Securities at the Corporate Trust Office of the
Trustee in The City of New York. Unless otherwise indicated in the Prospectus
Supplement, payment of any installment of interest on Registered Securities will
be made to the person in whose name such Security is registered at the close of
business on the Regular Record Date for such interest. Unless otherwise
indicated in the Prospectus Supplement, payments of such interest will be made
at the Corporate Trust Office of the Trustee in The City of New York, or by a
check in the designated currency mailed to the Holder at such Holder's
registered address. (Sections 307 and 1001)

Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency and in the manner designated in the
Prospectus Supplement, subject to any applicable laws and regulations, at such
paying agencies outside the United States as the Company may appoint from time
to time. The paying agents outside the United States initially appointed by the
Company for a series of Securities will be named in the Prospectus Supplement.
The Company may terminate the appointment of any of the paying agents from time
to time, except that the Company will maintain at least one paying agent in The
City of New York for payments with respect to Registered Securities and such
other paying agents as shall be required. (Section 1002)

All moneys paid by the Company to a paying agent for the payment of
principal of or premium, if any, or interest on any Security that remains
unclaimed at the end of three years after such principal, premium or interest
shall have become due and payable will be repaid to the Company and the Holder
of such

6
<PAGE>
Security or any Coupon appertaining thereto will thereafter look only to the
Company for payment thereof. (Section 1003)

GLOBAL SECURITIES

The Securities of a series may be issued in whole or in part in the form of
one or more Global Securities that will be deposited with, or on behalf of, a
depository identified in the Prospectus Supplement relating to such series.
Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form. (Section 311)

The specific terms of the depository arrangement with respect to a series of
Securities will be described in the Prospectus Supplement relating to such
series. Unless otherwise indicated in an accompanying Prospectus Supplement, the
following provisions will apply to any depository arrangements.

Global Securities will be deposited with, or on behalf of, The Depository
Trust Company ("DTC") and registered in the name of DTC or its nominee. Except
as set forth below or in an accompanying Prospectus Supplement, Global
Securities may not be transferred except as a whole by DTC to a nominee of DTC
or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee
to a successor of DTC or a nominee of such successor.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations ("Direct Participants"). DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. (the
"NASD"). Access to the DTC system is also available to others, such as
securities brokers and dealers, banks and trust companies that clear
transactions through or maintain a direct or indirect custodial relationship
with a Direct Participant either directly or indirectly. The rules applicable to
DTC and its Participants are on file with the Securities and Exchange
Commission.

Upon the issuance by the Company of a Global Security, DTC will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Securities represented by such Global Security to the accounts of
Participants. Ownership of beneficial interests in a Global Security will be
limited to Participants or persons that may hold interests through Participants.
Ownership of beneficial interests in Global Securities will be shown on, and the
transfer of such interests will be effected only through, records maintained by
DTC or its nominee (with respect to beneficial interests of Participants) or by
Participants or persons that may hold interests through Participants (with
respect to beneficial interests of beneficial ownership). The laws of some
states may require that certain purchasers of securities take physical delivery
of such securities in certificated form. Such limits and such laws may impair
the ability to transfer beneficial interests in Global Securities.

So long as DTC or its nominee is the registered owner of the Global
Securities, DTC or its nominee, as the case may be, will be considered the sole
owner or holder of the Securities represented by such Global Securities for all
purposes under the Indenture. Except as provided in an accompanying Prospectus
Supplement, owners of beneficial interests in Global Securities will not be
entitled to have Securities represented by such Global Securities registered in
their names, will not receive or be entitled to receive physical delivery of
such Securities in certificated form and will not be considered the owners or
holders thereof under the Indenture.

7
<PAGE>
OPTIONAL REDEMPTION

Reference is made to the Prospectus Supplement relating to each series of
Offered Securities for any optional redemption provisions relating to such
Offered Securities.

SINKING FUND

Reference is made to the Prospectus Supplement relating to each series of
Offered Securities for any sinking fund provisions relating to such Offered
Securities.

LIMITATIONS ON LIENS

The Indenture provides that the Company will not create, assume or suffer to
exist any mortgage, pledge, encumbrance, lien or charge of any kind on any of
its properties or assets, with certain exceptions as to liens created otherwise
than in connection with the borrowing of money or the obtaining of credit (so
long as such lien does not materially impair the value or use of such
properties) and as to liens on properties at the time of their acquisition or
created on properties being constructed or acquired, or to secure a portion of
the cost or purchase price thereof (but only if such lien covers fixed assets or
other physical properties only and such property is not encumbered in excess of
two-thirds of the lesser of the cost or fair value thereof); provided, however,
that the limitations on liens shall apply only to liens which in the aggregate
exceed 5% of the Company's consolidated net worth as of the end of the Company's
most recent accounting period preceding the creation or assumption of any such
lien. (Section 1005)

RESTRICTIONS ON RELATED COMPANY TRANSACTIONS

The Indenture provides that the Company will not, and will not permit any
Subsidiary, directly or indirectly, to: (1) make an acquisition from a Related
Company of any assets, excluding the acquisition of Affiliate-Related
Receivables or the making of Investments in Related Companies, if such
acquisition, in any one transaction or series of related transactions, is one in
which the aggregate consideration to be paid by the Company or Subsidiary shall
exceed $50 million, unless the Company shall have received a written opinion
from an investment banking firm of national reputation or an appraiser
commercially experienced in the type of assets to be acquired to the effect that
the purchase price to be paid by the Company or a Subsidiary for such assets
does not exceed the fair market value of such assets or to the effect that such
purchase price is fair to the Company and Subsidiary from a financial point of
view; or (2) make any Investment in any Related Company unless after the making
of such Investment the sum of the aggregate outstanding Investments in Related
Companies owned by the Company and any Subsidiary shall not exceed 10% of
Consolidated Tangible Net Worth; or (3) purchase any Affiliate-Related
Receivable unless after the purchase of such Affiliate-Related Receivable the
sum of the aggregate outstanding Affiliate-Related Receivables owned by the
Company and any Subsidiary shall not exceed 5% of Consolidated Total Assets;
unless both (x) the provisions of clauses (1), (2) or (3) above are met and (y)
the terms and conditions of such transaction are no more favorable to the
Related Company than the terms and conditions which the Related Company could
have obtained, taking into account all applicable factors including the credit
quality of the Related Company, from a Person which was not the Company or a
Subsidiary of the Company. (Section 1008). In the event the opinion of an
investment banking firm or appraiser shall be required, the investment banking
firm or appraiser which provides the opinion will be selected by the Company
from time to time, in its sole discretion, and may include a firm which is, at
the time of rendering such opinion, or was previously, or in the future may be,
a Related Company.

"Related Company" is defined in the Indenture as (i) any Person that
directly, or indirectly through one or more intermediaries, controls the Company
(a "Controlling Person") or (ii) any Person (other than the Company or a
Subsidiary of the Company) which is controlled by or is under common control
with a Controlling Person. As used herein, the term "control" means possession,
directly or indirectly, of the

8
<PAGE>
power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise.

RESTRICTIONS ON MERGER

The Company may not consolidate or merge with any other corporation or sell,
lease, transfer or otherwise dispose of all or substantially all of its assets
to another Person unless (i) the successor Person is organized and existing
under the laws of the United States of America or a State thereof or the
District of Columbia and assumes payment of the principal of and interest on the
Securities and the performance and the observance of the Indenture, and (ii)
such successor Person shall not, immediately after such merger or consolidation,
or such sale or conveyance, be in default in the performance of any covenant or
condition of the Indenture. (Section 801)

EVENTS OF DEFAULT

The following are Events of Default under the Indenture with respect to
Securities of any series: (a) failure to pay principal of or premium, if any, on
any Security of that series at its Maturity; (b) failure to pay any interest on
any Security of that series when due, continued for 30 days; (c) failure to
deposit any sinking fund payment, when due, in respect of any Security of that
series; (d) any other defaults in the performance, or breach, of any covenant of
the Company in the Indenture, continued for 60 days after notice of such default
or breach from the Trustee or the Holders of at least 25% in principal amount of
the outstanding Securities of that series; (e) the occurrence of a default in
payment of any debt resulting from borrowing in excess of $10,000,000 or any
interest thereon for a period longer than the specified period of grace which
shall have resulted in acceleration of the maturity thereof without such
acceleration having been rescinded within 10 Business Days after due notice to
the Company of such default by the Trustee or by such notice to the Company and
the Trustee by Holders of at least 10% of the principal amount of the
outstanding Securities of that series; (f) certain events of bankruptcy,
insolvency or reorganization; and (g) any other Event of Default provided with
respect to Securities of that series. (Section 501)

If an Event of Default with respect to Outstanding Securities of any series
shall occur and be continuing, either the Trustee or the Holders of at least 25%
in principal amount of the Outstanding Securities of that series may declare the
principal amount (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all Securities of that series to be due and payable
immediately. However, at any time after a declaration of acceleration with
respect to Securities of any series has been made, but before a judgment or
decree based on such acceleration has been obtained, the Holders of a majority
in principal amount of Outstanding Securities of that series may, under certain
circumstances, rescind and annul such acceleration. (Section 502). For
information as to waiver of defaults, see "Modification and Waiver." Reference
is made to the Prospectus Supplement relating to each series of Offered
Securities which are Original Issue Discount Securities for the particular
provisions relating to acceleration of the Maturity of a portion of the
principal amount of such Original Issue Discount Securities upon the occurrence
of an Event of Default and the continuation thereof.

The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. (Section 603). Subject to such
provisions for indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Securities of any series will have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of that series. (Section 512)

9
<PAGE>
The Company will be required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance. (Section 1006)

DEFEASANCE

The Indenture provides that, if specified with respect to the Securities of
a particular series, the Company (a) shall be discharged from its obligations in
respect of the Securities of such series ("defeasance and discharge"), or (b)
may cease to comply with the restrictive covenants ("covenant defeasance") in
Article 8 (Consolidation, Merger or Sale), Section 1005 (Limitations on Liens)
and Section 1008 (Restrictions on Related Company Transactions), and any such
omission shall not be an Event of Default with respect to the Securities of such
series, in each case at any time prior to the Stated Maturity or redemption
thereof, when the Company has irrevocably deposited with the Trustee, in trust,
(i) sufficient funds in the currency or currency unit in which the Securities
are denominated to pay the principal of (and premium, if any), and interest to
Stated Maturity (or redemption) on, the Securities of such series, or (ii) such
amount of direct obligations of, or obligations the principal of and interest on
which are fully guaranteed by, the government which issued the currency in which
the Securities are denominated, and which are not subject to prepayment,
redemption or call, as will, together with the predetermined and certain income
to accrue thereon without consideration of any reinvestment thereof, be
sufficient to pay when due the principal of (and premium, if any), and interest
to Stated Maturity (or redemption) on, the Securities of such series. Such
defeasance and discharge and covenant defeasance are conditioned upon the
Company's delivery of an opinion of counsel that the Holders of the Securities
of such series will have no Federal income tax consequences as a result of such
deposit. Upon such defeasance and discharge, the Holders of the Securities of
such series shall no longer be entitled to the benefits of the Indenture, except
for the purposes of registration of transfer and exchange of the Securities of
such series and replacement of lost, stolen or mutilated Securities and shall
look only to such deposited funds or obligations for payment. The Indenture
contemplates that such defeasance and discharge or covenant defeasance may be
accomplished in a manner otherwise than that set forth above, if so specified in
the terms of the Securities of any series and as disclosed in a Prospectus
Supplement relating to the Securities of such series. (Section 403)

Under current Federal income tax law, the defeasance and discharge
contemplated in the preceding paragraph would be treated as a taxable exchange
of the Securities for an interest in the trust. As a consequence, each Holder of
Securities would recognize gain or loss equal to the difference between the
value of the Holder's interest in the trust and the Holder's tax basis for the
Securities deemed exchanged. Thereafter, each Holder would be required to
include in income his share of any income, gain and loss recognized by the
trust. Although a Holder could be subject to Federal income tax on the deemed
exchange of the defeased Securities for an interest in the trust, such Holder
would not receive any cash until the maturity (or an earlier redemption) of such
Securities (except for current interest payments, if any). Under current Federal
income tax law, covenant defeasances would not similarly be treated as a taxable
exchange of such Securities. Prospective investors are urged to consult their
own tax advisors as to the specific consequences of such defeasances and
discharges, including the applicability and effect of tax laws other than the
Federal income tax law.

MODIFICATION AND WAIVER

Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of 66 2/3% in principal amount of
the Outstanding Securities of each series affected thereby; provided, however,
that no such modification or amendment may, without the consent of the Holder of
each Outstanding Security affected thereby, (a) change the stated maturity date
of the principal of, or any installment of principal of or interest on, any
Security, (b) reduce the principal amount of, or the premium, if any, or
interest, if any, on, any Security, (c) reduce the amount of principal of any

10
<PAGE>
Original Issue Discount Security payable upon acceleration of the Maturity
thereof, or (d) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of the Holders of which is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults. (Section
902)

Modifications and amendments of the Indenture may be made by the Company and
the Trustee without the consent of any Holder to evidence a successor to the
Company, to add to the Company's covenants or Events of Default, to permit or
facilitate Securities to be issued by book entry or in bearer form or relating
to the place of payment thereof, to provide for a successor trustee, to
establish forms or terms of Securities, to change or eliminate any provision not
adversely affecting any interests of Holders of outstanding Securities in any
material respect or to cure any ambiguity or inconsistency. (Section 901)

The Holders of 66 2/3% in principal amount of the Outstanding Securities of
any series may on behalf of the Holders of all Securities of that series waive,
insofar as that series is concerned, compliance by the Company with certain
restrictive provisions of the Indenture. (Section 1007). The Holders of a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all Securities of that series waive any past default
under the Indenture with respect to Securities of that series, except a default
in the payment of the principal of, or premium, if any, or interest, if any, on,
any Security of that series or in respect of any provision which under the
Indenture cannot be modified or amended without the consent of the Holder of
each Outstanding Security of that series affected. (Section 513)

THE TRUSTEE

The Trustee from time to time makes loans to, and acts as depository for
funds of, the Company and affiliates of the Company.

PLAN OF DISTRIBUTION

The Company may sell the Securities in any of the following ways: (i)
through underwriters or dealers; (ii) directly; (iii) through agents; or (iv)
through a combination of any such methods of sale. The Prospectus Supplement
with respect to an offering of Offered Securities will set forth the terms of
such offering, including the name or names of any underwriters, the purchase
price of the Offered Securities and the proceeds to the Company from such sale,
any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges on which
the Offered Securities may be listed.

If underwriters are used in the sale, the Securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The Securities may be
either offered to the public through underwriting syndicates represented by one
or more managing underwriters or by underwriters without a syndicate. Unless
otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Offered Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all the
Offered Securities if any are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.

In connection with underwritten offerings of the Securities and in
accordance with applicable law and industry practice, underwriters may
over-allot or effect transactions which stabilize, maintain or otherwise affect
the market price of the Securities at levels above those which might otherwise
prevail in the open market, including by entering stabilizing bids, effecting
syndicate covering transactions or imposing penalty bids. A stabilizing bid
means the placing of any bid, or the effecting of any purchase, for the purpose
of pegging, fixing or maintaining the price of a security. A syndicate covering
transaction means the placing of any bid on behalf of the underwriting syndicate
or the effecting of any purchase to reduce a short position created in
connection with the offering. A penalty bid means an arrangement that permits
the managing

11
<PAGE>
underwriter to reclaim a selling concession from a syndicate member in
connection with the offering when Securities originally sold by the syndicate
member are purchased in syndicate covering transactions. Such transactions may
be effected in the over-the-counter market or otherwise. Underwriters are not
required to engage in any of these activities. Any such activities, if
commenced, may be discontinued at any time.

Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Offered Securities in respect of which this Prospectus is delivered
will be named, and the terms of such agency (including any commissions payable
by the Company to such agent) will be set forth, in the Prospectus Supplement.
Unless otherwise indicated in the Prospectus Supplement, any such agent will be
acting on a best efforts basis for the period of its appointment.

As one of the means of direct issuance of the Securities, the Company may
utilize the services of an entity through which it may conduct an electronic
"dutch auction" or similar offering of the Offered Securities among potential
purchasers who are eligible to participate in the auction or offering of such
Offered Securities, if so described in the applicable Prospectus Supplement.

If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.

This Prospectus together with an applicable Prospectus Supplement may also
be used by Smith Barney in connection with offers and sales of the Securities in
market-making transactions at negotiated prices related to prevailing market
prices at the time of sale. Smith Barney may act as principal or agent in such
transactions. Smith Barney has no obligation to make a market in any of the
Securities and may discontinue its market-making activities at any time without
notice, at its sole discretion. The Securities issued hereunder will be new
issues of securities with no established trading market and no assurance can be
made as to the existence or liquidity of a trading market for such Securities.

Smith Barney, a member of the NASD and an affiliate of the Company, may
participate in distributions of the Securities. Accordingly, the offerings of
Securities will conform with the requirements set forth in Rule 2720 of the
Conduct Rules of the NASD.

Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, and may engage in
transactions with, or perform services for, the Company and affiliates of the
Company.

ERISA MATTERS

By virtue of the Company's affiliation with certain of its subsidiaries and
certain subsidiaries of Travelers, including insurance company subsidiaries and
Smith Barney, that provide services to many employee benefit plans, including
investment advisory and asset management services, the Company, Travelers and
any direct or indirect subsidiary of either of them may each be considered a
"party in interest" within the meaning of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and a "disqualified person" under
corresponding provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), with respect to such employee benefit plans. "Prohibited transactions"
within the meaning of ERISA and the Code may result if the Securities are
acquired by an employee benefit plan with respect to which the Company,
Travelers or any direct or indirect subsidiary of either is a party in interest,
unless the Securities are acquired pursuant to an applicable exemption. Any
employee

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<PAGE>
benefit plan or other entity subject to such provisions of ERISA or the Code
proposing to acquire the Securities should consult with its legal counsel.

EXPERTS

The consolidated financial statements and schedules of the Company as of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, included in the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, have been incorporated by reference
herein, in reliance upon the report (also incorporated by reference herein) of
KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the Securities offered hereby will be passed upon for the
Company by Charles O. Prince, III, Esq., as counsel for the Company, 388
Greenwich Street, New York, New York, or by counsel to be identified in the
Prospectus Supplement. Mr. Prince, Executive Vice President, General Counsel and
Secretary of the Company, beneficially owns, or has rights to acquire under
Travelers employee benefit plans, an aggregate of less than 1% of Travelers
common stock.

The validity of the Securities offered hereby will be passed upon for the
underwriters or agents by counsel to be identified in the Prospectus Supplement.

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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses payable by the Company
in connection with the Securities being registered hereby. All of the fees set
forth below are estimates except for the SEC registration fee and the NASD fee.

<S> <C>
Securities and Exchange Commission Filing Fee........................... $ 303,031
NASD Filing Fee......................................................... 30,500
Rating Agency Fees...................................................... 200,000
Blue Sky Fees and Expenses.............................................. 10,000
Trustees' Fees and Expenses............................................. 5,000
Printing Fees and Expenses.............................................. 50,000
Accounting Fees and Expenses............................................ 30,000
Legal Fees and Expenses................................................. 50,000
Miscellaneous........................................................... 1,469
----------
Total............................................................. $ 680,000
----------
----------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Subsection (a) of Section 145 of the Delaware General Corporation Law
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in the defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section
145, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in

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<PAGE>
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.

Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts of omissions
not in good faith or which involve international misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.

Subsection (4) to Article FIFTH of the Company's Restated Certificate of
Incorporation states that:

"The Corporation shall indemnify to the full extent authorized or
permitted by law any person made, or threatened to be made, a party to
any action or proceeding (whether civil or criminal or otherwise) by
reason of the fact that he, his testator or intestate, is or was a
director or officer of the Corporation or by reason of the fact that
such director or officer, at the request of the Corporation, is or was
serving any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, in any capacity. Nothing
contained herein shall affect any rights to indemnification to which
employees other than directors and officers may be entitled by law. No
director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by
such director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (i)
for breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law or (iv)
for any transaction from which the director derived an improper personal
benefit. No amendment to or repeal of this Subsection (4) to Article
FIFTH shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment."

Section 5 of Article III of the Company's By-Laws further provides:

"Each director, whether or not then in office, shall be indemnified
by the Corporation against all costs and expenses reasonably incurred by
or imposed upon him in connection with or resulting from any action,
suit or proceeding to which he may be made a party by reason of his
being or having been a director of the Corporation or of any other
company which he serves as a director at the request of the Corporation,
except in relation to matters as to which a recovery shall be had
against him by reason of his having been finally adjudged in such
action, suit or proceeding to have been derelict in the performance of
his duty as such director, and the foregoing right of indemnification
shall not be exclusive of other rights to which he may be entitled as a
matter of law."

Travelers Group Inc. also provides liability insurance for its directors and
officers and the directors and officers of its subsidiaries including the
Company 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.

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<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.

(a) Exhibits

1.1 --Form of Underwriting Agreement Basic Provisions, incorporated by reference to Exhibit 1.01 to
the Company's Current Report on Form 8-K dated February 9, 1990 (File No. 1-6594)

4.1 --Indenture, dated as of December 1, 1986, between the Company and Citibank, N.A. relating to Debt
Securities, incorporated by reference to Exhibit 4.01 to the Company's Current Report on Form 8-K
dated January 19, 1987 (File No. 1-6594)

4.2 --First Supplemental Indenture, dated as of June 13, 1990 incorporated by reference to Exhibit 1
to the Company's Current Report on Form 8-K dated June 13, 1990 (File No. 1-6594)

5.1 --Opinion of Charles O. Prince, III

12.1 --Computation of Ratio of Earnings to Fixed Charges, incorporated by reference to Exhibit 12.01
to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996
(File No. 1-6594) and to Exhibit 12.01 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1997 (File No. 1-6594)

23.1 --Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants

23.2 --Consent of Charles O. Prince, III (included in Exhibit 5.2)

25.1 --Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Citibank, N.A.
</TABLE>

ITEM 17. UNDERTAKING.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

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<PAGE>
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;

(iii) to include any material information with respect to the Plan of
Distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (and where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), 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 Securities 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 Securities Act and will be governed by
the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities
Act each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Commercial
Credit Company hereby certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 10th day of June, 1997.

COMMERCIAL CREDIT COMPANY

By /s/ ROBERT B. WILLUMSTAD
.......................................
Name: Robert B. Willumstad
Title: Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 10th day of June, 1997.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------- ------------------------------------
<S> <C>
/s/ ROBERT B. WILLUMSTAD Chairman of the Board and Chief
........................................... Executive Officer (Principal
ROBERT B. WILLUMSTAD Executive Officer) and Director

/s/ WILLIAM R. HOFMANN Senior Vice President and Chief Financial
........................................... Officer (Principal Financial
WILLIAM R. HOFMANN Officer)

/s/ IRWIN ETTINGER Executive Vice President and Chief
........................................... Accounting Officer (Principal
IRWIN ETTINGER Accounting Officer) and Director

/s/ JAMES DIMON Director
...........................................
JAMES DIMON

/s/ ROBERT I. LIPP Director
...........................................
ROBERT I. LIPP
</TABLE>

II-5
<PAGE>
EXHIBIT INDEX

1.1 --Form of Underwriting Agreement Basic Provisions, incorporated by reference to Exhibit 1.01 to
the Company's Current Report on Form 8-K dated February 9, 1990 (File No. 1-6594)

4.2 --First Supplemental Indenture, dated as of June 13, 1990, incorporated by reference to Exhibit 1
to the Company's Current Report on Form 8-K dated June 13, 1990 (File No. 1-6594)

5.1 --Opinion of Charles O. Prince, III

23.1 --Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants

23.2 --Consent of Charles O. Prince, III (included in Exhibit 5.2)

25.1 --Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Citibank, N.A.

</TABLE>

<PAGE>

EXHIBIT 5.1

June 10, 1997

Commercial Credit Company
300 St. Paul Place
Baltimore, MD 21202

Ladies & Gentlemen:

I am Executive Vice President, General Counsel and Corporate
Secretary of Commercial Credit Company, a Delaware corporation (the
"Company"). I refer to the proposed registration by the Company under the
Securities Act of 1933, as amended (the "Act") of $1,000,000,000 aggregate
principal amount of the Company's proposed debt securities (the
"Securities"), under a registration statement on Form S-3 filed on or about
the date hereof (the "Registration Statement").

I, or attorneys under my supervision, have examined and am familiar
with originals, or copies certified or otherwise identified to my
satisfaction, of such corporate records of the Company, certificates or
documents as I have deemed appropriate as a basis for the opinions expressed
below. In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies.

Based upon the foregoing, I am of the opinion that:

1. The Company is a duly organized and existing corporation under
the laws of the State of Delaware.

2. Assuming the taking of appropriate further corporate action by
the Company, the effectiveness of the Registration Statement under the Act,
the due execution and delivery of the Securities on behalf of the Company,
the due authentication of the Securities by Citibank, N.A. (the Trustee under
the Indenture dated as of December 1, 1986, as supplemented by the First
Supplemental Indenture dated as of June 13, 1990 (as supplemented, the
"Indenture") between the Company and Citibank, N.A.), or any successor
Trustee under the Indenture, and the sale and delivery of the Securities at
the price and in accordance with the terms set forth in the Registration
Statement and the supplement or supplements to the Prospectus referred to
therein, the Securities will thereupon be legal, valid and binding
obligations of the Company and will be entitled to the benefits of such
Indenture.

My opinion is limited to matters governed by the Federal laws of
the United States of America, the laws of the state of

<PAGE>

Commercial Credit Company
June 10, 1997

Page -2-

New York and the General Corporation Law of the state of Delaware. I am not
admitted to the practice of law in the states of New York and Delaware;
however, members of my legal staff who have assisted me in this transaction
are admitted to practice in New York.

I consent to the use of this opinion in the Amendment and to the
reference to my name in the Prospectus constituting a part of such Amendment
under the heading "Legal Matters." In giving such consent, I do not thereby
admit that I come within the category of persons whose consent is required
under Section 7 of the Act, or the rules and regulations of the Securities
and Exchange Commission thereunder.

Very truly yours,

/s/ Charles O. Prince, III

CHARLES O. PRINCE, III

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Commercial Credit Company:

We consent to the incorporation by reference in the registration statement on
Form S-3 of Commercial Credit Company of our report dated January 17, 1997
which is included in the 1996 Annual Report on Form 10-K of Commercial
Credit Company incorporated herein by reference, and to the reference to our
firm under the heading "Experts" in the registration statement.

/s/ KPMG Peat Marwick LLP

New York, New York
June 9, 1997

<PAGE>

EXHIBIT 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____

________________________

CITIBANK, N.A.
(Exact name of trustee as specified in its charter)

13-5266470
(I.R.S. employer
identification no.)

399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
_______________________

Commercial Credit Company
(Exact name of obligor as specified in its charter)

Delaware 52-0883351
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

300 St. Paul Place
Baltimore, MD 21201
(Address of principal executive offices) (Zip Code)

_________________________

Debt Securities
(Title of the indenture securities)

<PAGE>

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

NAME ADDRESS
Comptroller of the Currency Washington, D.C.

Federal Reserve Bank of New York New York, NY
33 Liberty Street
New York, NY

Federal Deposit Insurance Corporation Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

Item 16. List of Exhibits.

List below all exhibits filed as a part of this Statement of
Eligibility.

Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as exhibits hereto.

Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)

Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement No.
2-29577).

Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No.
2-55519)

Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to
T-1 to Registration Statement No. 33-34988)

Exhibit 5 - Not applicable.

<PAGE>

Exhibit 6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration
Statement No. 33-19227.)

Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of March 31, 1997 - attached)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

__________________

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York and State of New York, on the 6th day of
June, 1997.

CITIBANK, N.A.

By /s/ Carol Ng
-------------
Carol Ng
Vice President

<PAGE>

Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF

CITIBANK, N.A.
OF NEW YORK IN THE STATE OF NEW YORK, AT THE CLOSE OF BUSINESS ON MARCH 31,
1997, PUBLISHED IN RESPONSE TO CALL MADE BY COMPTROLLER OF THE CURRENCY, UNDER
TITLE 12, UNITED STATES CODE, SECTION 161. CHARTER NUMBER 1461 COMPTROLLER OF
THE CURRENCY NORTHEASTERN DISTRICT.

ASSETS
THOUSANDS
OF DOLLARS
Cash and balances due from de-
pository institutions:
Noninterest-bearing balances
and currency and coin . . . . . . . . . . . . . . $ 6,045,000
Interest-bearing balances . . . . . . . . . . . . . 13,753,000
Held-to-maturity securities . . . . . . . . . . . . 0
Available-for-sale securities . . . . . . . . . . . 28,164,000
Federal funds sold and. . . . . . . . . . . . . .

securities purchased under
agreements to resell. . . . . . . . . . . . . . . 8,655,000
Loans and lease financing receiv-
ables:
Loans and Leases, net of un-
earned income . . . . . . . . . . $144,695,000
LESS: Allowance for loan
and lease losses. . . . . . . . . 4,252,000
Loans and leases, net of un-
earned income, allowance,
and reserve . . . . . . . . . . . . . . . . . . . 140,443,000
Trading assets. . . . . . . . . . . . . . . . . . . 29,022,000
Premises and fixed assets (includ-
ing capitalized leases) . . . . . . . . . . . . . 3,498,000
Other real estate owned . . . . . . . . . . . . . . 788,000
Investments in unconsolidated
subsidiaries and associated com-
panies. . . . . . . . . . . . . . . . . . . . . . 1,240,000
Customers' liability to this bank
on acceptances outstanding. . . . . . . . . . . . 2,196,000
Intangible assets . . . . . . . . . . . . . . . . . 145,000
Other assets. . . . . . . . . . . . . . . . . . . . 8,018,000
-------------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . $ 241,967,000
-------------
-------------
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . $ 35,600,000
Noninterest-
bearing . . . . . . . . . . . . . . . $11,892,000
Interest-
bearing . . . . . . . . . . . . . . . 23,708,000
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs. . . . . . . . . . . . . . . . . . . . . . . 133,267,000
Noninterest-
bearing . . . . . . . . . . . . . . . 10,371,000
Interest-
bearing . . . . . . . . . . . . . . . 122,896,000
Federal funds purchased and
securities sold under agree-
ments to repurchase . . . . . . . . . . . . . . . 6,959,000
Trading liabilities . . . . . . . . . . . . . . . . 22,107,000
Other borrowed money (includes
mortgage indebtedness and
obligations under capitalized
leases):
With a remaining maturity of one
year or less. . . . . . . . . . . . . . . . . . . 7,949,000
With a remaining maturity of more
than one year . . . . . . . . . . . . . . . . . . 3,273,000
Bank s liability on acceptances ex-
ecuted and outstanding. . . . . . . . . . . . . . 2,239,000
Subordinated notes and
debentures. . . . . . . . . . . . . . . . . . . . . 4,700,000
Other liabilities . . . . . . . . . . . . . . . . . 9,267,000
-------------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . $ 225,361,000
-------------
-------------
EQUITY CAPITAL
Perpetual preferred stock
and related surplus . . . . . . . . . . . . . . . 0
Common stock. . . . . . . . . . . . . . . . . . . . $ 751,000
Surplus . . . . . . . . . . . . . . . . . . . . . . 7,264,000
Undivided profits and capital re-
serves. . . . . . . . . . . . . . . . . . . . . . 8,619,000
Net unrealized holding gains (losses)
on available-for-sale securities. . . . . . . . . 582,000
Cumulative foreign currency
translation adjustments . . . . . . . . . . . . . (610,000)
-------------
TOTAL EQUITY CAPITAL. . . . . . . . . . . . . . . . $ 16,606,000
-------------
TOTAL LIABILITIES, LIMITED-
LIFE PREFERRED STOCK, AND
EQUITY CAPITAL. . . . . . . . . . . . . . . . . . $ 241,967,000
-------------
-------------
I, Roger W. Trupin, Controller of the above-
named bank do hereby declare that this
Report of Condition is true and correct to the
best of my knowledge and belief.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to
the correctness of this Report of Condition.
We declare that it has been examined by us,
and to the best of our knowledge and belief
has been prepared in conformance with the
instructions and is true and correct.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS