TRAVELERS INSURANCE CO, S-2, 1996-08-28

TRAVELERS INSURANCE CO
S-2, 1996-08-28
LIFE INSURANCE

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

THE TRAVELERS INSURANCE COMPANY
-------------------------------
(Exact name of registrant as specified in its charter)

CONNECTICUT
-----------
(State or other jurisdiction of incorporation or organization)

I.R.S. Employer Identification Number: 06-0566090
----------

One Tower Square, Hartford, Connecticut 06183 (860) 277-0111
------------------------------------------------------------------------
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)

Ernest J. Wright
Vice President and Secretary
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
(860) 277-4345
--------------
(Name, Address, including Zip Code, and Telephone Number,
including Area Code of Agent for Service)

Approximate date of commencement of proposed sale to the public: The
investment option interests covered by this registration statement are to be
issued from time to time after the effective date of this registration
statement.

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 check the following box. X
---

If the Registrant elects to deliver its latest Annual Report to
security-holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box.
-----

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 Action 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.
---
<PAGE> 2
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount Being Proposed Maximum Maximum Aggregate Amount of
Being Registered Registered Offering Price Per Unit Offering Price* Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interests in Fixed Not Applicable Not Applicable $200,000,000* $68,956.52
Annuity Contracts
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount being registered and the proposed
maximum offering price per unit are not applicable in that these contracts are
not issued in predetermined amounts or units.

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registration 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 said Section 8(a),
may determine.
<PAGE> 3
PART I

INFORMATION REQUIRED IN PROSPECTUS

THE TRAVELERS INSURANCE COMPANY

Cross Reference Sheet Pursuant to Regulation S-K, Item 501(b)

<TABLE>
<CAPTION>
Item
No. Form S-2 Caption Heading in Prospectus
- ----- ---------------- ---------------------
<S> <C> <C>
1. Forepart of the Registration Outside Front Cover Page of Registration
Statement and Outside Front Statement and Prospectus
Cover Page of Prospectus

2. Inside Front and Outside Back Available Information, Incorporation of
Cover Pages of Prospectus Certain Documents by Reference;
Table of Contents

3. Summary Information, Risk Prospectus Summary; Outside Front
Factors and Ratio of Earnings Cover Page
to Fixed Charges

4. Use of Proceeds Investments by the Company

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Distribution of the Contract

9. Description of Securities Outside Front Cover Page of Prospectus;
to be Registered Description of Contracts

10. Interests of Named Experts Not Applicable
and Counsel

11. Information with Respect to Outside Front Cover Page; Incorporation
the Registrant of Certain Documents by Reference to Form 10-K

12. Incorporation of Certain Incorporation of Certain Documents by
Information by Reference Reference

13. Disclosure of Commission Not Applicable
Position on Indemnification
for Securities Act Liabilities
</TABLE>
<PAGE> 4

PROSPECTUS
<PAGE> 5

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.

SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 1996

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER , 1996

THE TRAVELERS INSURANCE COMPANY
REGISTERED FIXED ACCOUNT OPTION
FOR USE WITH GROUP ANNUITY CONTRACTS

This prospectus describes the Fixed Account Option available under group
variable annuity contracts (hereinafter the "contract" or "contracts") which are
issued by The Travelers Insurance Company (the "Company") as a companion
contract to the variable annuity contract funded by The Travelers Separate
Account QP for Variable Annuities (the "Separate Account"). The Separate Account
in turn purchases shares in certain underlying mutual funds. The underlying
mutual funds are described in the Mutual Fund Prospectuses. The specific
features of the Contract and the Separate Account are disclosed in greater
detail in the Contract Prospectus. This prospectus must be accompanied by and
read in conjunction with the Contract Prospectuses and the Mutual Fund
Prospectuses.

The group annuity contracts may be issued to Contract Owners on an unallocated
or allocated basis.

During the Accumulation Period, Purchase Payments to the contract and/or to
Participants' Individual Accounts under the contract may be allocated, in whole
or in part, to the Fixed Account Option or to one or more of the Separate
Account Options. Contract values allocated to the Fixed Account Option are
credited with interest at a rate at least equal to the guaranteed interest rate
stated in the Contract. Rates of interest in excess of the applicable Guaranteed
Interest may be declared by the Company from time to time. (See "Declared
Interest Rates" page 7.)

While the Mortality and Expense Risk Charges applicable to the values held in
Separate Account options do not apply to the Fixed Account Option, all other
charges described in the accompanying contract prospectus, including any sales
charges, transfer charges and premium taxes, apply equally to values held in the
Fixed Account Option.

Distributions and transfers from the Fixed Account Option are generally made
within a reasonable period of time after a request is received and reflect the
full value of Participants' Individual Accounts allocated to the Fixed Account
Option less any applicable charges. However, under certain conditions transfers
may be limited or deferred (see "Transfers from the Fixed Account Option," page
8) and distributions may be deferred or subject to a market value adjustment.
(See "Surrenders," page 8.)

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ACCOMPANIED
BY CURRENT PROSPECTUS FOR THE RELATED GROUP VARIABLE ANNUITY CONTRACT AND THE
SEPARATE ACCOUNT OPTIONS THEREUNDER.

THESE SECURITIES MAY BE SUBJECT TO A SALES CHARGE AND MARKET VALUE ADJUSTMENT
WHICH COULD RESULT IN YOUR RECEIPT OF LESS THAN THE TOTAL OF YOUR PURCHASE
PAYMENT(S). SEE "SURRENDERS," PAGE 8.

THE COMPANY CANNOT PREDICT NOR GUARANTEE FUTURE DECLARED INTEREST RATES IN
EXCESS OF THE CONTRACTUALLY GUARANTEED RATE.

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.

PROSPECTUS DATED SEPTEMBER , 1996

<PAGE> 6

AVAILABLE INFORMATION
- --------------------------------------------------------------------------------

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act"), as amended, 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 of the Commission at Room 1024, 450
Fifth Street, NW, Washington, DC and at the Commission's Regional Offices
located at 75 Park Place, New York, New York and Northwestern Atrium Center, 500
West Madison Street, Suite 140Q, Chicago, Illinois 60661-2511. Copies of such
materials also can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, NW, Washington, DC 20549, at prescribed rates.

The Company has filed a registration statement (the "Registration Statement")
with the Commission under the Securities Act of 1933 relating to the Contracts
offered by this prospectus. This prospectus has been filed as a part of the
Registration Statement and does not contain all of the information set forth in
the Registration Statement and exhibits thereto, and reference is hereby made to
such Registration Statement and exhibits for further information relating to the
Company and the contracts. Although the Company does furnish the Annual Report
on Form 10-K for the year ended December 31, 1995 to owners of contracts, the
Company does not plan to furnish subsequent annual reports containing financial
information to the owners of contracts described in this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- --------------------------------------------------------------------------------

The Annual Report on Form 10-K for the year ended December 31, 1995 and the
Quarterly Reports on Form 10-Q for the quarter ended March 31, 1996, and for the
quarter ended June 30, 1996 have been filed by the Company with the Commission
pursuant to Section 15(d) of the 1934 Act are incorporated by reference into
this prospectus and must accompany this prospectus. The Company filed its Forms
10-Q on August 13, 1996, and May 14, 1996. The Company's Form 10-K was filed on
March 28, 1996. All filings were made via Edgar, File No. 33-33691.

Any statement contained in a document incorporated by reference herein shall be
deemed modified or superseded hereby to the extent that a statement contained in
a later-filed document or herein shall modify or supersede such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the prospectus.

If requested, the Company will furnish, without charge, to each person to whom a
copy of this prospectus is delivered, a copy of the document referred to above
which has been incorporated by reference in the prospectus, other than exhibits
to such document (unless such exhibits are specifically incorporated by
reference in the prospectus). Requests for such document should be directed to
The Travelers Insurance Company, One Tower Square, Hartford, Connecticut 06183
Attn: Annuity Services.

2
<PAGE> 7

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY OF SPECIAL TERMS............................................................. 4
SUMMARY............................................................................... 6
INTRODUCTION.......................................................................... 7
THE FIXED ACCOUNT OPTION.............................................................. 7
A. The Accumulation Period.......................................................... 7
1. Purchase Payments............................................................. 7
2. Declared Interest Rates....................................................... 7
3. Cash Values................................................................... 8
4. Transfers from the Fixed Account Option....................................... 8
5. Transfers to the Fixed Account Option......................................... 8
6. Surrenders.................................................................... 8
(a) General................................................................... 8
(b) Payment of Full or Partial Surrenders..................................... 8
(c) Contract Termination...................................................... 9
B. Annuity Period................................................................... 10
INVESTMENTS BY THE COMPANY............................................................ 10
DISTRIBUTION OF CONTRACTS............................................................. 11
FEDERAL INCOME TAX CONSIDERATIONS..................................................... 11
A. Taxation of the Company.......................................................... 11
B. Information Regarding the Contracts.............................................. 11
THE COMPANY........................................................................... 11
LEGAL OPINION......................................................................... 11
EXPERTS............................................................................... 12
FINANCIAL STATEMENTS
</TABLE>

3
<PAGE> 8

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

ACCUMULATION PERIOD: The period before the commencement of annuity payments.

ANNUITANT: A Participant on whose life Annuity payments are to be made under a
contract.

ANNUITY: Payment of income for a stated period or amount.

ANNUITY COMMENCEMENT DATE: The date on which Annuity payments are to begin.

ANNUITY PERIOD: The period following the commencement of Annuity payments.

CASH SURRENDER VALUE: The Cash Value less any amounts deducted upon surrender
and any applicable premium tax.

CASH VALUE: The Purchase Payment(s) plus all interest earned, minus all
surrenders, charges and applicable premium taxes previously deducted.

COMPETING FUND: Any investment option under the Plan, which in our opinion,
consists primarily of fixed income securities and/or money market instruments.

CONTRACT OWNER: The employer or entity owning the contract.

CONTRACT YEAR: A period of 12 months commencing with the effective date of the
contract or with any anniversary thereof.

DECLARED INTEREST RATE(S): One or more rates of interest which may be declared
by the Company. Such rates will never be less than the guaranteed interest rate
stated in the contract and may apply to some or all of the values under the
Fixed Account Option for periods of time determined by the Company.

FIXED ACCOUNT OPTION: An annuity contract which does not vary with the
investment experience of a Separate Account as described in this Prospectus.

GENERAL ACCOUNT: The General Account of the Company that holds values
attributable to the Fixed Account Option.

GUARANTEE PERIOD: The period between the initial Premium Payment or Renewal Date
and the Maturity Date during which a Guaranteed Interest Rate is credited.

HOME OFFICE: The Travelers Insurance Company (sometimes referred to as the
"Company") located at One Tower Square, Hartford, Connecticut 06183.

IN WRITING: A written form satisfactory to us and received at our Home Office.

MARKET VALUE ADJUSTMENT: The Market Value Adjustment reflects the relationship,
at the time of surrender, between the rate of interest credited to funds on
deposit under the Fixed Account Option at the time of discontinuance to the rate
of interest credited on new deposits at the time of discontinuance.

MARKET ADJUSTED VALUE: The value of amounts held in the Fixed Account Option
plus or minus the result of the Market Value Adjustment. This amount may be more
or less than the Cash Value held in the Fixed Account Option.

PARTICIPANT: An eligible person who is a member in a tax qualified Plan under
Sections 401(k), 403(b) or 457 of the Internal Revenue Code of 1986, as amended
(the "Code").

4
<PAGE> 9

PARTICIPANT'S INDIVIDUAL ACCOUNT: An account to which amounts are credited to a
Participant or Beneficiary under the contract.

PREMIUM TAX: A tax charged by a state or municipality on premiums, Purchase
Payments or contract values.

PURCHASE PAYMENT: The premium payment applied to the Contract.

SALES CHARGE: Any applicable surrender charge or contingent deferred sales
charge, as defined in the Contract.

SEPARATE ACCOUNT: The Travelers Separate Account QP for Variable Annuities.

SEPARATE ACCOUNT OPTION: An annuity contract which varies with the investment
experience of a separate account, i.e., The Travelers Separate Account QP for
Variable Annuities.

5
<PAGE> 10

SUMMARY
- --------------------------------------------------------------------------------

This prospectus describes the Fixed Account Option available as a companion
contract with a group variable annuity contracts designed for use in conjunction
with qualified pension and profit-sharing plans, tax-deferred annuity plans (for
public school teachers and employees and employees of certain other tax-exempt
and qualifying employers) and deferred compensation plans of state and local
governments. The contracts are issued by The Travelers Insurance Company (the
"Company") with respect to the Separate Account QP, and Purchase Payments to the
Fixed Account Option become a part of the General Account of the Company.
Purchase Payments to the contracts may also be allocated to one or more Separate
Account Options. The contracts and the Separate Account Options are described in
separate prospectuses. The prospectus for the applicable contract and underlying
mutual funds will always accompany this prospectus. Please read it and this
prospectus carefully.

During the Accumulation Period, the Fixed Account Option provides for Purchase
Payments to be credited with an initial interest rate for a 12-month period. For
contracts issued in connection with a plan established pursuant to either
Section 401 or Section 457 of the Code, the initial rate will be declared each
calendar quarter. For those issued in connection with a plan established
pursuant to Section 403(b) of the Code or a combination plan established
pursuant to Sections 403(b)/401 of the Code, the initial rate will be declared
monthly. At the end of the 12-month guarantee period, a renewal interest rate
(of at least 3%) will be determined by the Company. At the end of the initial
guarantee period, the first renewal rate will be guaranteed to the end of the
calendar year. The second and all subsequent renewal rates will be declared each
January 1 thereafter, and will be guaranteed through December 31 of that year.
The rates of interest credited will affect a contract or account's Cash Value
(see "Cash Values," page 8). Such rates may also be used to determine amounts
payable upon termination of the contracts. (See "Surrenders -- Contract
Termination," page 9.)

Generally, the Company intends to invest the Fixed Account Option assets
attributable to the contracts in investment-grade securities. The Company has no
specific formula for determining the rates of interest that it will establish as
initial interest rates or renewal interest rates. However, such determination
will generally be reflective of interest rates available on the types of debt
instruments in which the Company intends to invest the proceeds attributable to
the Fixed Account Option. (See "Investments by the Company," page 10.) In
addition, the Company's management may also consider various other factors in
determining these rates for a given period, including regulatory and tax
requirements; sales commission and administrative expenses borne by the Company;
general economic trends; and competitive factors. (See "Investments by the
Company," page 10.)

The Contract Owner may, during the Accumulation Period, allocate all or a
portion of a contract or account's Cash Value held under the Fixed Account
Option to one or more of the investment options of the Separate Account. No
Sales Charges will be deducted on such transfers. However, there are
restrictions which may limit the amount that may be so allocated and transfers
may be deferred in certain cases. (See "Transfers from the Fixed Account," page
8.) Distributions and transfers from the Fixed Account Option are processed on a
last-in, first-out basis. The cash surrender value will be determined as of the
next valuation date following receipt of a written request. The Company reserves
the right to defer payment of the Fixed Account Option for up to six months from
the date of the written request. If a payment is deferred for more than 30 days
from the date the request is received, we will pay a minimum interest rate of 3%
on the amount.

6
<PAGE> 11

INTRODUCTION
- --------------------------------------------------------------------------------

This prospectus has been designed to provide you with the necessary information
to make a decision on allocating amounts to the Fixed Account Option under
contracts issued in conjunction with Separate Account QP. This prospectus
describes only the elements of the contracts pertaining to the Fixed Account
Option. The contracts also contain various Separate Account Options. The
contracts and the Separate Account Options are described in a separate
prospectus which must accompany this prospectus. Please read that prospectus and
its Glossary of Special Terms prior to reading this prospectus to familiarize
yourself with the terms being used which, unless defined in the Glossary of
Special Terms to this prospectus, have the same meaning as defined in that
prospectus.

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

The Fixed Account Option is available only if a variable annuity contract
(Separate Account QP) issued by the Company is purchased. The contracts provide
for both an Accumulation Period and an Annuity Period. During the Accumulation
Period, Purchase Payments made by the Employer and/or Trustee to the Fixed
Account, and the values attributable thereto, are a part of the Company's
general account. During the Annuity Period, such values are used to purchase
Fixed or Variable Annuities. The operation of the contract during the Annuity
Period is described in the contract prospectus accompanying this prospectus.

A. THE ACCUMULATION PERIOD

1. Purchase Payments

During the Accumulation Period under the contracts, Purchase Payments (less any
premium taxes), may be allocated, in whole or in part, to the Fixed Account
Option.

2. Declared Interest Rates of the Initial and Subsequent Renewal Periods

The Fixed Account Option provides for an initial interest rate for a 12-month
period. For contracts issued in connection with a plan established under
Sections 401(k) or 457 of the Code, initial interest rates will be declared each
calendar quarter. For those issued in connection with a plan established under
Section 403(b) or combination contracts under Section 403(b)/401, initial
interest rates will be declared monthly. At the end of the 12-month guarantee
period, a renewal interest rate will be determined. The rate will never be less
than 3%. At the end of the initial guarantee period, the first renewal rate will
be guaranteed to the end of that calendar year. The second and all future
renewal rates will be declared each subsequent January 1 and guaranteed through
December 31 of each year.

Interest rates in excess of any initial interest rate may be established
periodically by the Company. These rates may apply to some or all of the values
under the Fixed Account Option for periods of time determined by the Company.
FOR EXAMPLE, THE COMPANY COULD DETERMINE TO DECLARE AN INTEREST RATE IN EXCESS
OF THE OTHERWISE APPLICABLE INITIAL INTEREST RATE(S) FOR A NINE-MONTH PERIOD AND
WHICH APPLIED ONLY TO CASH VALUES ATTRIBUTABLE TO PURCHASE PAYMENTS RECEIVED IN
A PARTICULAR TIME PERIOD. The rates of interest credited will affect the Cash
Value of the contract or account (see "Cash Values," below) and are used to
determine amounts payable upon termination of the contracts (see
"Surrenders -- Contract Termination," page 9). The Company will provide written
notification of any such interest rate and the values to which it will apply.

The interest rates are compounded, that is, all interest earned is credited
daily from the date of deposit into the General Account.

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<PAGE> 12

The Company has no specific formula for determining the rate(s) of interest that
it will declare. However, such determination will be reflective of interest
rates available on the types of debt instruments in which the Company intends to
invest the proceeds attributable to the Fixed Account Option (see "Investments
by the Company," page 10). In addition, the Company's management may also
consider various other factors in determining interest rates for a given period,
including regulatory and tax requirements; sales commission and administrative
expenses borne by the Company; general economic trends; and competitive factors.
THE COMPANY'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS TO ANY DECLARED
INTEREST RATES AND ANY INTEREST IN EXCESS OF THE GUARANTEED RATE OF 3%. THE
COMPANY CANNOT PREDICT NOR GUARANTEE THE RATES OF ANY FUTURE DECLARED INTEREST
IN EXCESS OF 3%.

3. Cash Values

Amounts held under the Fixed Account Option are credited with interest at rates
at least equal to the guaranteed interest rate of 3.0%. Purchase Payments
allocated to the Fixed Account Option begin earning interest the day after the
Company receives the Purchase Payment at its Home Office. Interest is credited
daily.

4. Transfers from the Fixed Account

The Contract Owner may transfer Cash Values held in the Fixed Account Option to
one or more of the Separate Account Options under the contract. The charges for
transfers are described in the contract prospectus which accompanies this
prospectus. No deduction is made for Sales Charges when a transfer is made. All
transfers will be made on a last-in, first-out basis; that is, that portion of
the Cash Value attributable to older Purchase Payments or transfers will be
transferred only after the portion attributable to the most recent Purchase
Payment or transfer has been transferred.

The Company reserves the right to limit any transfer in any calendar year to 20%
of the Cash Value under the Fixed Account Option under the contract (for an
unallocated contract) or certificate (for an allocated contract) as of the end
of the preceding calendar year. (See also "Surrenders," page 8.)

Transfers of assets presently held in the Fixed Account Option, or which were
held in the Fixed Account Option at any time during the preceding three (3)
month period, to any Competing Fund(s) are prohibited. Similarly prohibited are
transfers to the Fixed Account Option of assets presently held in any Competing
Fund(s), or which were held in any Competing Fund(s) or the Fixed Account Option
at any time during the preceding three (3) months.

5. Transfers to the Fixed Account

Values held in a Separate Account Option (other than the Competing Fund(s)) may
be transferred to the Fixed Account Option at any time. The charges for
transfers are described in the contract prospectus which accompanies this
prospectus. No deduction is made for Sales Charges when a transfer is made. Such
transfers will be treated like Purchase Payments to the Fixed Account Option on
the date of such transfer.

6. Surrenders

(A) GENERAL

Subject to the termination provisions described below, the Contract Owner may
request a full or partial surrender of Cash Values at any time from the Fixed
Account Option.

(B) PAYMENT OF FULL OR PARTIAL SURRENDERS

In the event of a partial surrender of Cash Values from the Fixed Account
Option, the Company will pay the requested value less any applicable Sales
Charges. All partial surrenders will be made on a last-in, first-out basis; that
is, that portion attributable to the most recent Purchase Payment

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<PAGE> 13

(or transfer) will be surrendered first. In the event of a full surrender of
amounts held under an allocated account, the Company will pay the Cash Value
less any applicable Premium Tax not previously deducted, the administrative
charge, and any Sales Charges, as applicable. PLEASE CONSULT THE ACCOMPANYING
ANNUITY CONTRACT PROSPECTUS FOR ANY APPLICABLE SALES CHARGES.

If the Contract is discontinued, no further Purchase Payments or transfers will
be allowed. On the date we receive a written request to terminate the contract,
or within 31 days after we notify you of our intent to terminate the contract,
any amounts transferred from the Fixed Account Option to the Underlying Funds
during the previous 30 days from the date of discontinuance will be transferred
back to the Fixed Account Option.

If the Contract is discontinued because of Plan termination, due to the
dissolution or liquidation of the employer under US Code Title 11 procedures,
the Cash Surrender Value will be distributed directly to the employees entitled
to share in such distributions. Distribution may be in the form of cash
payments, annuity options or deferred annuities. This provision does not apply
to plans established pursuant to Section 457 of the Code.

If the Contract Owner requests a full surrender of the contract or of all
contract values held in the Fixed Account Option for reasons other than listed
above; or if the Company discontinues the contract, the Company will determine
the Market Adjusted Value of the Fixed Account Option.

The amount payable to the Contract Owner if a Contract is discontinued may be
adjusted down by the application of the Market Value Adjustment formula. The
formula is the following:

Market Adjusted Value = Cash Value X (1 + R0)(5)/(1 + R1 + .0025)(5)

Where:

R0 is the rate of interest credited to funds on deposit under the
Fixed Account Option as the time of termination,

R1 is the rate of interest credited on new deposits for this class of
contracts at the time of termination.

If, as of the date of discontinuance, the Market Adjusted Value is less than the
Cash Value of the Fixed Account Option, the Contract Owner may select one of the
two methods of payment, as described below:

1) the Market Adjusted Value (less any applicable Sales Charge) in one lump
sum within 60 days of the date of discontinuance, or

2) The Cash Surrender Value of the Fixed Account Option in installments
over a 5-year period. The amount deducted on Surrender, if any, is
determined as of the date of discontinuance, and will apply to all
installment payments. Interest will be credited to the remaining Cash
Value of the Fixed Account Option during this installment period at a
fixed effective annual interest rate of not less than 3%. The first
payment will be made no later than 60 days following the Contract
Owner's request for surrender or our written notification of our intent
to discontinue the contract. The remaining payments will be mailed on
each anniversary of the discontinuance for four years. During that
period, no additional surrenders are allowed.

If, as of the date of discontinuance, the Market Adjusted Value is greater than
the Cash Value of the Fixed Account Option, the Contract Owner may select one of
the two methods of payment, as described below:

1) the Cash Surrender Value of the Fixed Account Option, in one lump sum
within 60 days of the date of discontinuance, or

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<PAGE> 14

2) The Cash Value of the Fixed Account Option in installments over a 5-year
period. Interest will be credited to the remaining Cash Value of the
Fixed Account Option during this installment period at a fixed effective
annual interest rate of not less than 3%. The first payment will be made
no later than 60 days following the Contract Owner's request for
surrender or our written notification of our intent to discontinue the
contract. The remaining payments will be mailed on each anniversary of
the discontinuance for four years. During that period, no additional
surrenders are allowed.

B. ANNUITY PERIOD

Annuity payments will normally be made within fifteen business days after the
receipt of claim for settlement or any other later specified date, and
subsequent payments will be made periodically on the anniversaries of the first
payment.

The Separate Account contract prospectus describes more fully the Annuity Period
and annuity options under the contracts. It should be noted, however, that once
fixed Annuity payments have commenced, no surrender of the annuity benefit can
be made for the purpose of receiving a lump sum settlement in lieu thereof.

INVESTMENTS BY THE COMPANY
- --------------------------------------------------------------------------------

Fixed Account assets of the Company must be invested in accordance with the
requirements established by applicable state laws regarding the nature and
quality of investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular type of
investment. In general, these laws permit investments, within specified limits
and subject to certain qualifications, in federal, state, and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments. All General Account assets
of the Company would be available to meet the Company's guarantee under the
Fixed Account Option. The proceeds from the Fixed Account Option will become
part of the Company's general assets and are available to fund the claims of all
classes of customers of the Company.

In establishing Declared Interest Rates, the Company intends to take into
account the yields available on the instruments in which it intends to invest
the assets attributable to the contracts. (See "Declared Interest Rates," page
7.) The Company's investment strategy with respect to the assets attributable to
the Fixed Account Option under the contracts will generally be to invest in
investment-grade debt instruments including:

- Securities issued by the United States Government or its agencies or
instrumentalities, which issues may or may not be guaranteed by the United
States Government;

- Debt securities which have investment grade, at the time of purchase,
within the four highest grades assigned by Moody's Investors Services,
Inc. (Aaa, Aa, A or Baa), Standard & Poor's Corporation (AAA, AA, A or
BBB) or any other nationally recognized rating service; and

- Other debt instruments, including but not limited to, issues of or
guaranteed by banks or bank holding companies and of corporations which
obligations, although not rated by Moody's or Standard & Poor's, are
deemed by Company management to have an investment quality comparable to
securities which may be purchased as stated above.

WHILE THE FOREGOING GENERALLY DESCRIBES THE COMPANY'S INVESTMENT STRATEGY, THE
COMPANY IS NOT OBLIGATED TO INVEST THE ASSETS ATTRIBUTABLE TO THE CONTRACTS
ACCORDING TO ANY PARTICULAR STRATEGY, EXCEPT AS MAY BE REQUIRED BY CONNECTICUT
AND OTHER STATE INSURANCE LAWS AND THE COMPANY HAS THE RIGHT TO ALTER THIS
EXPECTED STRATEGY CONSISTENT WITH APPLICABLE LAW.

10
<PAGE> 15

DISTRIBUTION OF CONTRACTS
- --------------------------------------------------------------------------------

Tower Square Securities, Inc. ("Tower Square") is the principal underwriter of
the Contracts. Tower Square is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a broker-dealer, and is
a member of the National Association of Securities Dealers, Inc. Tower Square is
an indirect wholly owned subsidiary of the Company. It is anticipated that an
affiliated broker dealer will become the principal underwriter in 1997.

Tower Square may enter into Distribution Agreements with certain broker-dealers
registered under the Securities Exchange Act of 1934. Under the Distribution
Agreements such broker-dealers may offer Contracts to persons who have
established an account with the broker-dealer. In addition, the Company may
offer Contracts and certificates to members of certain other eligible groups
through trusts or otherwise. The Company will pay a maximum commission of 5%. In
the future, the Company may pay a commission on an election of a subsequent
guarantee period by a Participant or an Owner.

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

A. TAXATION OF THE COMPANY

The Company is taxed as a life insurance company under Part I of Subchapter L of
the Code. The assets underlying the Fixed Account Option under the contracts
will be owned by the Company. The income earned on such assets will be the
Company's income.

B. INFORMATION REGARDING THE CONTRACTS

The tax treatment of Purchase Payments and distributions is briefly described in
the accompanying Contract Prospectus.

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

The Travelers Insurance Company (the "Company") is an indirect wholly owned
subsidiary of Travelers Group Inc., a financial services holding company. The
Company is a stock insurance company chartered in 1864 in the state of
Connecticut and has been continuously engaged in the insurance business since
that time. The Company is licensed to conduct life insurance business in all
states of the United States, the District of Columbia, Puerto Rico, Guam, the
U.S. and British Virgin Islands and the Bahamas. The Company's principal
executive office is located at One Tower Square, Hartford, Connecticut 06183,
telephone number (860) 277-0111.

LEGAL OPINION
- --------------------------------------------------------------------------------

Legal matters in connection with federal laws and regulations affecting the
issue and sale of the Fixed Account Option described in this Prospectus and the
organization of the Company, its authority to issue such Contracts under
Connecticut law, and the validity of the forms such Contracts under Connecticut
law have been passed on by the General Counsel of the Company.

11
<PAGE> 16

EXPERTS
- --------------------------------------------------------------------------------

The consolidated financial statements and schedules of The Travelers Insurance
Company and Subsidiaries as of December 31, 1995 and 1994, and for the years
then ended, have been incorporated by reference herein and in the registration
statement in reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP covering the December 31, 1995 consolidated financial
statements of The Travelers Insurance Company and its subsidiaries refers to a
change in the accounting for investments in accordance with provisions of
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," in 1994.

The consolidated statements of operations and retained earnings and cash flows
of The Travelers Insurance Company and Subsidiaries for the year ended December
31, 1993, included in The Travelers Insurance Company's Form 10-K for the year
ended December 31, 1995, have been incorporated by reference herein in reliance
upon the report dated January 24, 1994, of Coopers & Lybrand L.L.P., certified
public accountants, and upon the authority of said firm as experts in accounting
and auditing.

12
<PAGE> 17

THE TRAVELERS INSURANCE COMPANY
REGISTERED FIXED ACCOUNT OPTION
FOR USE WITH GROUP ANNUITY CONTRACTS

L-12673 9/96

<PAGE> 18
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Registration Fees: $68,965.52 for $200,000,000 in interests of Fixed
Annuity Contracts

Estimate of Printing Costs: $15,000

Cost of Independent Auditors: $ 4,000

Item 15. Indemnification of Directors and Officers

Section 33-320a of the Connecticut General Statutes ("C.G.S.") regarding
indemnification of directors and officers of Connecticut corporations provides
in general that Connecticut corporations shall indemnify their officers,
directors and certain other defined individuals against judgments, fines,
penalties, amounts paid in settlement and reasonable expenses actually incurred
in connection with proceedings against the corporation. The corporation's
obligation to provide such indemnification generally does not apply unless (1)
the individual is successful on the merits in the defense of any such
proceeding; or (2) a determination is made (by persons specified in the
statute) that the individual acted in good faith and in the best interests of
the corporation; or (3) the court, upon application by the individual,
determines in view of all of the circumstances that such person is fairly and
reasonably entitled to be indemnified, and then for such amount as the court
shall determine. With respect to proceedings brought by or in the right of the
corporation, the statute provides that the corporation shall indemnify its
officers, directors and certain other defined individuals, against reasonable
expenses actually incurred by them in connection with such proceedings, subject
to certain limitations.

C.G.S. Section 33-320a provides an exclusive remedy; a Connecticut corporation
cannot indemnify a director or officer to an extent either greater or less than
that authorized by the statute, e.g., pursuant to its certificate of
incorporation, by-laws, or any separate contractual arrangement. However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights. The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

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

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.
<PAGE> 19
Item 16. Exhibits

(a) Exhibits

1. Not Applicable.

2. None

3(a). Charter of The Travelers Insurance Company, as amended on
October 19, 1994. (Incorporated herein by reference to
Exhibit 3(a)(i) to the Registration Statement on Form S-2,
File No. 33-58677 filed via Edgar on April 18, 1995).

3(b). By-Laws of The Travelers Insurance Company, as amended on
October 20, 1994. (Incorporated herein by reference to
Exhibit 3(b)(1) to the Registration Statement on Form S-2,
File No. 33-58677 filed via Edgar on April 18, 1995.)

4. Contracts.

5. Opinion Re: Legality, Including Consent.

10. None.

23(a). Consent of Coopers & Lybrand L.L.P., Certified Public
Accountants

23(b). Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.

23(c). Consent of Counsel (see Exhibit 5).

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

27. Financial Data Schedule. (Incorporated herein by reference
to Exhibit 27 to Form 10-Q for the quarter ended June 30,
1996, File No. 33-33691, filed on August 14, 1996.)
<PAGE> 20
Item 17. Undertakings

The undersigned registrant hereby undertakes as follows, pursuant to Item
512(a) of Regulation S-K:

(a) Rule 415 Offerings:

1. To file, during any period in which offers or sales of the
registered securities are being made, a post-effective amendment
to this registration statement:

a. to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

b. 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) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; and

c. 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.

2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the 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 as follows, pursuant to Item
512(h) of Regulation S-K:

(h) Requests for Acceleration of Effective Date:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described under Item 14 above 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 against the registrant by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE> 21
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on August 27th, 1996.

THE TRAVELERS INSURANCE COMPANY
(Registrant)

By:*Ian R. Stuart
---------------------------------------------
Ian R. Stuart, Director
Vice President, Chief Financial Officer,
Chief Accounting Officer and Controller

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 August 27th, 1996.

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

*JAY S. BENET Director
- -------------------------------------------
(Jay S. Benet)

*GEORGE C. KOKULIS Director
- -------------------------------------------
(George C. Kokulis)

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

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

*MARC P. WEILL Director
- -------------------------------------------
(Marc P. Weill)

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

*By: /s/Ernest J. Wright
-------------------------------------------------------
Ernest J. Wright, Attorney-in-Fact
</TABLE>
<PAGE> 22
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- -------- ----------- ----------------
<S> <C>
3(a). Charter of The Travelers Insurance Company, as
amended on October 19, 1994. (Incorporated herein by
reference to Exhibit 3(a)(i) to the Registration Statement
on Form S-2, File No. 33-58677 filed via Edgar on
April 18, 1995).

3(b). By-Laws of The Travelers Insurance Company, as
amended on October 20, 1994. (Incorporated herein by
reference to Exhibit 3(b)(i) to the Registration Statement
on Form S-2, File No. 33-58677 filed via Edgar on
April 18, 1995).

4. Contracts. Electronically

5. Opinion Re: Legality, Including Consent. Electronically

23(a). Consent of Coopers & Lybrand L.L.P., Certified Electronically
Public Accountants.

23(b). Consent of KPMG Peat Marwick LLP, Independent Electronically
Certified Public Accountants.

23(c). Consent of Counsel (see Exhibit 5). Electronically

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

27. Financial Data Schedule. (Incorporated herein by
reference to Exhibit 27 to Form 10-Q for the quarter
ended June 30, 1996, File No. 33-33691,
filed on August 14, 1996.)
</TABLE>

<PAGE> 1
EXHIBIT 4

FIXED ACCOUNT RIDER

This rider is made part of the basic contract to which it is attached. The
date of issue of the rider is the same as that of the basic contract unless a
different date is shown on the Contract Specifications page. Except as
provided in this rider, the Fixed Account is treated the same as an Underlying
Fund.

When You direct Us to do so, We will apply all or any part of Your Purchase
Payments to the Fixed Account.

- --------------------------------------------------------------------------------
PURCHASE PAYMENTS
- --------------------------------------------------------------------------------

The Purchase Payments are the payments You allocate to the Fixed Account. No
Purchase Payment after the first is required to keep the Fixed Account in
effect, as long as the basic contract is in effect.

We will apply the allocation of the first net Purchase Payment paid for the
Fixed Account to provide Accumulation Units to the Fixed Account within two
business days after it is received in good order at Our Office. We will apply
any allocation of the net Purchase Payments after the first net Purchase
Payment as of the day We receive it at Our Office.

- --------------------------------------------------------------------------------
VALUATION INFORMATION
- --------------------------------------------------------------------------------

For the purpose of this Fixed Account only, the VALUATION INFORMATION section
of the basic contract is amended by deleting the following provisions:
1. "Number of Accumulation Units;"
2. "Accumulation Unit Value;" and
3. "Net Investment Factor;"
and the following provisions are added.

NUMBER OF ACCUMULATION UNITS
We will determine the number of Accumulation Units to be credited to the Fixed
Account by dividing the net Purchase Payment applied to the Fixed Account by
the applicable Accumulation Unit Value of the Fixed Account.

ACCUMULATION UNIT VALUE
We will determine the value of an Accumulation Unit for the Fixed Account on
any day by multiplying:
a) the value on the immediately preceding date; by
b) the net interest factor for the day on which the value is being
determined.

NET INTEREST FACTOR
The net interest factor for a day is:
1. the assured Net Interest Rate which is equivalent to an annual
interest rate of 3%, plus
2. any interest in excess of the assured Net Interest Rate (3%)
credited at Our discretion, plus
3. 1.0000.

- --------------------------------------------------------------------------------
INTEREST CREDITED TO THE FIXED ACCOUNT
- --------------------------------------------------------------------------------

Interest will be compounded and credited to the Fixed Account at a daily rate
equivalent to the effective annual interest rate as determined by Us. The rate
will never be less than the Net Interest Rate of 3%. Additional amounts may be
credited by Us for the guaranteed interest periods shown on the Contract
Specifications page.

From time to time, We may offer customers special interest rates.

L-14660 1 TIC Ed. 1-96
<PAGE> 2
- --------------------------------------------------------------------------------
TRANSFERS BETWEEN THE UNDERLYING FUNDS AND THE FIXED ACCOUNT
- --------------------------------------------------------------------------------

Amounts may generally be transferred from the Underlying Funds to the Fixed
Account at any time. Amounts may be transferred from the Fixed Account to the
Underlying Funds as described on the Contract Specifications page. No
transfers will be allowed between the Fixed Account and any Competing Fund in
the Plan. Amounts previously transferred from the Fixed Account to the
Underlying Funds may not be transferred back to the Fixed Account or any
Competing Fund for a period of at least 3 months from the date of transfer. We
reserve the right to limit the number of transfers and percentage of Cash
Value, as shown on the Contract Specifications page, to be transferred from the
Fixed Account to the Underlying Funds and to contracts not issued by Us. The
minimum number of transfers allowed would be one in any six-month period.

- --------------------------------------------------------------------------------
TRANSFERS BETWEEN CONTRACTS NOT ISSUED BY US AND THE FIXED ACCOUNT
- --------------------------------------------------------------------------------

At Your Written Request, We will make available the Cash Surrender Value of the
Fixed Account for transfer to contracts not issued by Us, subject to the
restrictions on the Contract Specifications page.

- --------------------------------------------------------------------------------
TRANSFERS BETWEEN OTHER CONTRACTS ISSUED BY US AND THE FIXED ACCOUNT
- --------------------------------------------------------------------------------

Under specific conditions, We may allow You to transfer funds held by You in
another group annuity contract issued by Us to the Fixed Account without
incurring deferred sales charges or surrender charges to the funds being
transferred. Once the transfer is complete and We have established an account
for You at Your direction, new deferred sales charges or surrender charges may
apply to the Fixed Account as shown on the Contract Specifications page.

We may also allow You, under specific conditions, to transfer funds held by You
for a Participant in the Fixed Account to another contract issued by Us without
incurring the deferred sales charge or surrender charge shown on the Contract
Specifications page to the funds being transferred. Once the transfer is
complete and We have established a new account for the Participant at Your
direction, new deferred sales charges or surrender charges may apply to the new
contract in accordance with the provisions of such contract.

- --------------------------------------------------------------------------------
DISTRIBUTION FROM THE FIXED ACCOUNT
- --------------------------------------------------------------------------------

ALLOWABLE DISTRIBUTIONS
You may request allowable distributions shown on the Contract Specifications
page from the Fixed Account at any time. Upon receipt of Your Written Request,
We will pay You the Cash Value of the Fixed Account as applicable for those
allowable distributions.

SURRENDER FROM FIXED ACCOUNT CELLS
For the purpose of processing distributions from the Fixed Account, withdrawals
are taken from the most recent "cell" first, and each subsequent cell is
accessed for distributions in descending order on a Last-In, First-Out (LIFO)
basis.

The Cash Surrender Value will be determined as of the next valuation following
receipt of Your Written Request. We may defer payment of the Cash Surrender
Value in the Fixed Account for up to six months from the date of the Written
Request. If a payment is deferred more than 30 days from the date the request
is received, We will pay interest of 3% on the amount deferred.
- --------------------------------------------------------------------------------
CONTRACT CHARGES
- --------------------------------------------------------------------------------

AMOUNTS DEDUCTED ON SURRENDER
The applicable amounts deducted on Surrender are shown on the Contract
Specifications page. These amounts may be reduced or eliminated to the extent
that We anticipate lower sales expenses or perform fewer sales services due to:
1. the size of the group participating in the contract;
2. an existing relationship to the contract owner;
3. use of mass enrollment procedures, or;
4. performance of sales functions by a third party, which We would
otherwise perform.

L-14660 2 TIC Ed. 1-96
<PAGE> 3
- --------------------------------------------------------------------------------
CONTRACT DISCONTINUANCE PROVISIONS
- --------------------------------------------------------------------------------

If the contract is discontinued, this rider will also be discontinued, and no
further Purchase Payments or transfers will be allowed.

On the date We receive Your Written Request to discontinue the contract, or
within 31 days after We notify You in writing of Our intent to discontinue the
contract, any amounts transferred from the Fixed Account to the Underlying
Funds during the previous 30 days from the date of discontinuance will be
transferred back to the Fixed Account.

If the contract is discontinued because of Plan Termination and the Plan
certifies to Us that the Plan Termination is the result of the dissolution or
liquidation of the employer under US Code Title 11 procedures, the Cash
Surrender Value will be distributed directly to the employees entitled to share
in such distributions in accordance with the Plan relating to Plan Termination.
Distribution may be in the form of cash payments, Annuity options, or deferred
annuities. This provision does not apply to 457 Deferred Compensation Plans.

If the Plan is terminated or the contract discontinued for any other reason,
then upon discontinuance of this contract, We will determine the Market
Adjusted Value of the Fixed Account. The Market Adjusted Value is the current
value as of the date of discontinuance and reflects the relationship between
the rate of interest credited to funds on deposit under the Fixed Account at
the time of discontinuance to the rate of interest credited on new deposits for
this class of contracts at the time of discontinuance. The Market Adjusted
Value may be greater than or less than the Cash Value of the Fixed Account.

If the Market Adjusted Value is less than the Cash Value of the Fixed Account
as of the date of discontinuance, We will pay You Your choice of:

a) the Market Adjusted Value, less any amounts deducted on Surrender,
in one lump sum within 60 days of the date of discontinuance; or

b) the Cash Surrender Value of the Fixed Account in installments over
a 5 year period. The amount deducted on Surrender, if any, is
determined as of the date of discontinuance and will apply to all
installment payments. Interest will be credited to the remaining
Cash Value of the Fixed Account during this installment period at
a fixed effective annual interest rate not less than 3%. The
first payments will be made no later than 60 days following Our
mailing the written notice to You at the most current address
available on Our records. The payments will be mailed on each
anniversary of the discontinuance date for 4 years. Allowable
distributions shown on the Contract Specifications page are not
allowed during the 5 year installment period.

If the Market Adjusted Value is greater than the Cash Value of the Fixed
Account as of the date of discontinuance, We will pay You Your choice of:

a) the Cash Surrender Value of the Fixed Account within 60 days of
the date of discontinuance; or

b) the Cash Value of the Fixed Account in installments over a 5 year
period. Interest will be credited to the remaining Cash Value of
the Fixed Account during this installment period at a fixed
effective annual interest rate not less than 3%. The first
payment will be made no later than 60 days following Our mailing
the written notice to You at the most current address available
on Our records. The remaining payments will be mailed on each
anniversary of the discontinuance date for 4 years. Allowable
distributions shown on the Contract Specifications page are not
allowed during the 5 year installment period.

THE TRAVELERS INSURANCE COMPANY

[sig]

President

L-14660 3 TIC Ed. 1-96
<PAGE> 4
ENDORSEMENT

- --------------------------------------------------------------------------------
CONTRACT DISCONTINUANCE PROVISIONS
- --------------------------------------------------------------------------------

The Contract Discontinuance provisions noted in the Fixed Account Rider are
hereby modified to read:

If the contract is discontinued, this rider will also be discontinued, and no
further Purchase Payments or transfers will be allowed.

If the Plan is terminated or the contract discontinued for any other reason,
then upon discontinuance of this contract, We will pay You the Cash Surrender
Value of the Fixed Account in a lump sum within 60 days of the date of
discontinuance.

THE TRAVELERS INSURANCE COMPANY

[sig]

President

L-14661 TIC Ed. 1-96

<PAGE> 1

Exhibit 5 & 23(C)

August 27, 1996

The Travelers Insurance Company
One Tower Square
Hartford , Connecticut 06183

Gentlemen:

With reference to the Registration Statement on Form S-2 filed by The
Travelers Insurance Company with the Securities and Exchange Commission
covering Registered Fixed 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 fixed annuity contracts by the Insurance
Commissioner of the State of Connecticut.

2. The fixed account option covered by the above Registration Statement,
and all pre- and post-effective amendments relating thereto, have
been or 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.

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.

/s/ Katherine M. Sullivan

Katherine M. Sullivan
General Counsel
The Travelers Insurance Company

<PAGE> 1
Exhibit 23(A)

LETTERHEAD OF COOPERS & LYBRAND L.L.P.

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement on
Form S-2 of The Travelers Insurance Company of our report dated January 24,
1994, on our audit of the consolidated statements of operations and retained
earnings and cash flows of The Travelers Insurance Company and Subsidiaries for
the year ended December 31, 1993. We also consent to the Reference to our Firm
as experts in accounting and auditing under the caption "Independent
Accountants".

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

Hartford, Connecticut
August 26, 1996

<PAGE> 1
EXH-23(b)

Consent of Independent Certified Public Accountants

The Board of Directors
The Travelers Insurance Company:

We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Prospectus.

Our reports refer to a change in accounting for investments in accordance with
the provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," in 1994.

/s/ KPMG Peat Marwick LLP

Hartford, Connecticut
August 26, 1996

<PAGE> 1
REGISTERED FIXED ACCOUNT OPTION

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, MICHAEL A. CARPENTER, of Greenwich, Connecticut, Director and
Chairman of the Board, President and Chief Executive Officer of The Travelers
Insurance Company (hereafter the "Company"), do hereby make, constitute and
appoint ERNEST J. WRIGHT, Secretary 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 S-2 or other appropriate form
under the Securities Act of 1933 for certain fixed annuity contracts to be
offered by The Travelers Insurance 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.