TRAVELERS INSURANCE CO, S-2, 1998-12-28

TRAVELERS INSURANCE CO
S-2, 1998-12-28
LIFE INSURANCE

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<PAGE> 1
Registration Statement No. __________

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
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 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 this form is a post-effective amendment filed pursuant to Rule 462(d) 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

<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities To Be Registered Registered Per Unit Offering Price Registration Fee
- --------------------------- ---------- -------- -------------- ----------------

<S> <C> <C> <C> <C>
Interests in Fixed Account Not Applicable Not Applicable $10,000,000* $2,780.00
Annuitization Options with
A Market Value Adjustment
Cash Out Feature
</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 registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to 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 Statement Outside Front Cover Page of Registration
and Outside Front Cover Page of Statement and Prospectus
Prospectus

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

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

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

10. Interests of Named Experts and Not Applicable
Counsel

11. Information with Respect to the Outside Front Cover Page; Incorporation
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 Position Not Applicable
on Indemnification of Securities
Act Liabilities
</TABLE>
<PAGE> 4
PROSPECTUS
<PAGE> 5

TRAVELERS RETIREMENT ACCOUNT
VARIABLE ANNUITY

CONTRACT PROFILE

DECEMBER 3, 1998

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE FULLY
DESCRIBED IN THE FULL PROSPECTUS WHICH IS ATTACHED TO THIS PROFILE. PLEASE READ
THE PROSPECTUS CAREFULLY. THE TERMS "WE," "US," "OUR" AND THE "COMPANY" REFER TO
TRAVELERS INSURANCE COMPANY. "YOU" AND "YOUR" REFER TO THE CONTRACT
OWNER/PARTICIPANT.

1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by Travelers Insurance
Company is a variable annuity that is intended for retirement savings or other
long-term investment purposes. The Contract provides a death benefit as well as
guaranteed income options. The Contract may be issued as an individual Contract
or group Contract. In states where only group Contracts are available, you will
be issued a certificate summarizing the provisions of the group Contract. For
convenience, this prospectus refers to both Contracts and Certificates as
"Contracts," and individual participants are referred to as "Contract Owners".
You can make one or more payments, as you choose, on a pre-tax basis. You direct
your payment(s) to one or more of the variable funding options offered through
the Separate Account, as listed in Section 4. Depending on market conditions,
you may make or lose money in any of these options.

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

2. ANNUITY PAYMENTS (THE INCOME PHASE). If you want to receive regular income
payments from your annuity, you can choose one of the following annuity options:
Option 1 -- payments for your life (life annuity) -- assuming that you are the
annuitant; Option 2 -- payments for your life with an added guarantee that
payments will continue to your beneficiary for a certain number of months (120,
180 or 240, as you select), if you should die during that period; Option
3 -- Joint and Last Survivor Life Annuity, in which payments are made for your
life and the life of another person (usually your spouse); Option 4 -- Joint and
Last Survivor Life Annuity, in which the annuity is reduced on death of Primary
Payee; Option 5 -- payment for a Fixed Period.

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

In addition, depending on which annuity option you select, and depending on
market conditions, there are several other options and features available upon
annuitization. These include an annuitization credit, a variable annuitization
floor benefit, a liquidity benefit and an increasing benefit option. Please
refer to your Contract and the attached prospectus for further details.

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

CONSERVATION CREDIT. We may add a credit to funds received as purchase payments
if such funds originated from another contract issued by Us or Our affiliates.
If applied, the amount of this credit will be determined by us.
<PAGE> 6

OPTIONAL DEATH BENEFIT CREDIT. If you select the Optional Death Benefit, we
will add a credit to each purchase payment equal to 2% of that purchase payment.
These credits are applied pro rata to the same funding options to which your
purchase payment was applied.

WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with qualified retirement plans, which include contracts
qualifying under Section 401, 403, 408 or 457 of the Internal Revenue Code of
1986, as amended.

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

High Yield Bond Trust
Managed Assets Trust
Money Market Portfolio
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund
Emerging Opportunities Fund
Global High-Yield Bond Fund
Intermediate-Term Bond Fund
International Equity Fund
Long-Term Bond Fund
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
Small Cap Value Series
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund
OCC ACCUMULATION TRUST
Equity Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Total Return
Fund
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Social Awareness Stock Portfolio
Strategic Stock Portfolio
Travelers Quality Bond Portfolio
U.S. Government Securities Portfolio
Utilities Portfolio
WARBURG PINCUS TRUST
Emerging Markets Portfolio

5. EXPENSES. The Contract has insurance features and investment features, and
there are costs related to each. For the Standard Death Benefit, the annual
insurance charge is .80% of the amounts you direct to the funding options. For
the Optional Death Benefit and Credit option, the annual insurance charge is
1.25%. Certain funding options have fee reimbursement and/or fee waiver
arrangements which serve to reduce the charges shown.

Each funding option has charges for management and other expenses. The charges
range from .58% to 2.11% annually, of the average daily net asset balance of the
funding option, depending on the funding option.

If you withdraw amounts under the Contract, the Company may deduct a withdrawal
charge (0% to 5%) of the amount of purchase payments withdrawn from the
Contract. If you withdraw all amounts under the Contract, or if you begin
receiving annuity payments, the Company may be required by your state to deduct
a premium tax of 0%-5%.

If the Variable Annuitization Floor Benefit is selected, there is a Floor
Benefit charge assessed. This charge increases your annual separate account
charges by a percentage not to exceed 3% per year. This charge will vary based
upon market conditions, and will be set at the time you choose this option. Once
established, this charge will remain the same throughout the term of the

ii
<PAGE> 7

annuitization. The Floor Benefit charge compensates us for the risk we take in
guaranteeing that, regardless of the performance of the funding options, your
periodic annuity payments will never be less than a certain percentage of your
first annuity payment.

The following table is designed to help you understand the Contract charges. In
the table below, "Total Annual Insurance Charge" includes the mortality and
expense risk charge of .80% for the Standard Death Benefit(a), and 1.25% for the
Optional Death Benefit and Credit(b). The column "Total Annual Charges" reflects
the mortality and expense risk charge and the investment charges for each
portfolio. Each of the American Odyssey Funds is listed twice, once with the
optional CHART asset allocation fee of .80% reflected, and once without the
optional asset allocation fee. The columns under the heading "Examples" show how
much you would pay under the Contract for a one-year period and for a 10-year
period. As required by the SEC, the examples assume that you invested $1,000 in
a Contract that earns 5% annually and that you withdraw your money at the end of
year 1 and at the end of year 10. For years 1 and 10, the examples show the
aggregate of all the annual charges assessed during that time. For these
examples, the premium tax is assumed to be 0%.

Please refer to the fee table contained in the prospectus for more details.

iii
<PAGE> 8

<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
ANNUAL FUNDING TOTAL AT END OF:
INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio.................... (a) .80% 0.80% 1.60% $66 $190
(b) 1.25% 0.80% 2.05% 71 238
Small Cap Portfolio............................... (a) .80% 0.78% 1.58% 66 188
(b) 1.25% 0.78% 2.03% 71 236
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II................... (a) .80% .55% 1.45% 64 162
(b) 1.25% .55% 1.80% 68 212
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund........... (a) .80% 1.25% 2.05% 71 238
(b) 1.25% 1.25% 2.50% 75 284
OCC ACCUMULATION TRUST
Equity Portfolio.................................. (a) .80% 0.99% 1.79% 68 211
(b) 1.25% 0.99% 2.24% 73 257
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Capital Fund............ (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
Salomon Brothers Variable Investors Fund.......... (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
Salomon Brothers Variable Total Return Fund....... (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II...................... (a) .80% 1.20% 2.00% 70 233
(b) 1.25% 1.20% 2.45% 75 279
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio......................... (a) .80% 0.82% 1.62% 66 192
(b) 1.25% 0.82% 2.07% 71 240
MFS Total Return Portfolio........................ (a) .80% 0.86% 1.66% 67 197
(b) 1.25% 0.80% 2.11% 71 244
Putnam Diversified Income Portfolio............... (a) .80% 0.88% 1.68% 67 199
(b) 1.25% 0.88% 2.13% 72 246
Smith Barney High Income Portfolio................ (a) .80% 0.70% 1.50% 65 179
(b) 1.25% 0.70% 1.95% 70 227
Smith Barney International Equity Portfolio....... (a) .80% 1.01% 1.81% 68 213
(b) 1.25% 1.01% 2.26% 73 260
Smith Barney Large Capitalization Growth
Portfolio....................................... (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio............... (a) .80% 0.95% 1.75% 68 206
(b) 1.25% 0.95% 2.20% 72 253
Disciplined Small Cap Stock Portfolio............. (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
Equity Income Portfolio........................... (a) .80% 0.95% 1.75% 68 206
(b) 1.25% 0.95% 2.20% 72 253
Federated Stock Portfolio......................... (a) .80% 0.95% 1.75% 68 206
(b) 1.25% 0.95% 2.20% 72 253
Large Cap Portfolio............................... (a) .80% 0.95% 1.75% 68 206
(b) 1.25% 0.95% 2.20% 72 253
Lazard International Stock Portfolio.............. (a) .80% 1.25% 2.05% 71 238
(b) 1.25% 1.25% 2.50% 75 284
MFS Mid Cap Growth Portfolio...................... (a) .80% 1.00% 1.80% 68 217
(b) 1.25% 1.00% 2.25% 73 258
MFS Research Portfolio............................ (a) .80% 1.00% 1.80% 68 212
(b) 1.25% 1.00% 2.25% 73 258
Social Awareness Stock Portfolio.................. (a) .80% 0.98% 1.78% 68 209
(b) 1.25% 0.98% 2.23% 73 256
Strategic Stock Portfolio......................... (a) .80% 0.90% 1.70% 67 201
(b) 1.25% 0.90% 2.15% 72 248
</TABLE>

iv
<PAGE> 9

(1) Reflects expenses that would be incurred for those Contract Owners who DO
NOT participate in the CHART Asset Allocation program.

(2) Reflects expenses that would be incurred for those Contract Owners who DO
participate in the CHART Asset Allocation program.

6. TAXES. The payments you make during the accumulation phase are made with
before-tax dollars. You will be taxed on your purchase payments and on any
earnings when you make a withdrawal or begin receiving annuity payments.

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

During the annuity period, if you have elected the optional Variable Annuity
Floor option and take a surrender, there will be tax implications. Consult your
tax advisor.

7. ACCESS TO YOUR MONEY. You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (5% if withdrawn within one year, gradually decreasing to 0%
for payments held by the Company for 6 years or more). During the first contract
year, you may withdraw up to 20% of the initial purchase payment without a
withdrawal charge. After the first contract year, you may withdraw up to 20% of
the contract value (as of the end of the previous contract year) without a
withdrawal charge. Of course, you may have to pay income taxes and a tax penalty
on taxable amounts you withdraw.

8. PERFORMANCE. The value of the Contract will vary depending upon the
investment performance of the funding options you choose. Past performance is
not a guarantee of future results. The Separate Account is new, and therefore
has no past performance.

9. DEATH BENEFIT. The person chosen as the beneficiary will receive a death
benefit upon the first death of any owner or the annuitant before the maturity
date. You may select either the Standard Death Benefit or the Optional Death
Benefit and Credit at the time of purchase:

STANDARD DEATH BENEFIT:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
ANNUITANT'S AGE DEATH BENEFIT PAYABLE
ON THE CONTRACT DATE (CALCULATED AS OF THE DEATH REPORT DATE)
- -----------------------------------------------------------------------------------------
<S> <C>
Before age 80 Greater of:
(1) contract value; or (2) total purchase payments less any
withdrawals (and related charges).
- -----------------------------------------------------------------------------------------
On or after age 80 Contract value.
- -----------------------------------------------------------------------------------------
</TABLE>

v
<PAGE> 10

OPTIONAL DEATH BENEFIT AND CREDIT

The Optional Death Benefit and Credit varies depending on the Annuitant's age on
the Contract Date.

- -----------------------------------------------------------------------------------------
ANNUITANT'S AGE DEATH BENEFIT PAYABLE
ON THE CONTRACT DATE (CALCULATED AS OF THE DEATH REPORT DATE)
- -----------------------------------------------------------------------------------------
<S> <C>
Under Age 70 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) contract value; (2) total purchase payments, less any
withdrawals (and related charges), or (3) maximum Step Up
death benefit value associated with contract date
anniversaries beginning with the 5th, and ending with
the last before the annuitant's 76th birthday.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- -----------------------------------------------------------------------------------------
Age 70-75 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) above, (2) above, or (3) the Step Up death benefit value
associated with the 5th contract date anniversary.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- -----------------------------------------------------------------------------------------
Age 76-80 Greater of (1) or (2) above.
- -----------------------------------------------------------------------------------------
</TABLE>

All death benefit values described above are calculated at the close of business
on the date the Company received due proof of death and written distribution
instructions (the death report date). The amounts will be reduced by any
applicable premium taxes due and any outstanding loans.

10. OTHER INFORMATION

RIGHT TO RETURN. If you cancel the Contract within ten days after you receive
it, you will receive a full refund of the purchase payment, less any applicable
conservation credits. Where state law requires a variation, the Company will
comply.

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

DOLLAR COST AVERAGING. This is a program that allows you to invest a fixed
amount of money in Funding Options each month, theoretically giving you a lower
average cost per unit over time as compared to a single one-time purchase.
Dollar cost averaging requires regular investments regardless of fluctuating
price levels, and does not guarantee a profit nor prevent loss in a declining
market. Potential investors should consider their financial ability to continue
purchases through periods of low price levels.

ASSET ALLOCATION ADVICE. If allowed, you may elect to enter into a separate
advisory agreement with Copeland Financial Services, Inc. ("Copeland"), an
affiliate of the Company, for the purpose of receiving asset allocation advice
under Copeland's CHART Program. The CHART Program allocates all purchase
payments among the American Odyssey Funds. The CHART Program and applicable fees
are fully disclosed in a separate Disclosure Statement.

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

MANAGED DISTRIBUTION PROGRAM. This program allows for the Company to
automatically calculate and distribute to you, in November of the applicable tax
year, an amount that will satisfy the Internal Revenue Service's minimum
distribution requirements imposed on certain contracts once the owner reaches
age 70 1/2 or retires. These minimum distributions occur during the accumulation
phase.

11. INQUIRIES. If you need more information, please contact us at (800)
842-9406 or:

Travelers Insurance Company
Annuity Services
One Tower Square
Hartford, CT 06183

vi
<PAGE> 11

PROSPECTUS
THE TRAVELERS SEPARATE ACCOUNT FIVE
FOR VARIABLE ANNUITIES

This prospectus describes TRAVELERS RETIREMENT ACCOUNT a group flexible premium
deferred variable annuity contract (the "Contract") issued by The Travelers
Insurance Company (the "Company," "we" or "our"). The Contract is available in
connection with certain retirement plans that qualify for special federal income
tax treatment ("qualified Contracts") and Individual Retirement Accounts (IRAs).
Travelers Retirement Account may be issued as an individual Contract or group
Contract. In states where only group Contracts are available, You will be issued
a certificate summarizing the provisions of the group Contract. For convenience,
this prospectus refers to both Contracts and certificates as "Contracts."

Your purchase payments accumulate on a variable basis through one or more of the
sub-accounts ("funding options") of the Travelers Separate Account Five for
Variable Annuities ("Separate Account Five"). Your contract value will vary
daily to reflect the investment experience of the funding options you select.
The funding options currently available are:

High Yield Bond Trust
Managed Assets Trust
Money Market Portfolio
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund
Emerging Opportunities Fund
Global High-Yield Bond Fund
Intermediate-Term Bond Fund
International Equity Fund
Long-Term Bond Fund
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series
Small Cap Value Series
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth Fund
OCC ACCUMULATION TRUST
Equity Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Capital Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Total Return Fund
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
Equity Income Portfolio
Federated Stock Portfolio
Large Cap Portfolio
Lazard International Stock Portfolio
MFS Mid Cap Growth Portfolio
MFS Research Portfolio
Social Awareness Stock Portfolio
Strategic Stock Portfolio
Travelers Quality Bond Portfolio
U.S. Government Securities Portfolio
Utilities Portfolio
WARBURG PINCUS TRUST
Emerging Markets Portfolio

The contracts and/or some of the funding options may not be available in all
states. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUSES FOR THE FUNDING OPTIONS. THESE PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about Separate Account
Five by requesting a copy of the Statement of Additional Information ("SAI")
dated December 3, 1998. The SAI has been filed with the Securities and Exchange
Commission ("SEC") and is incorporated by reference into this prospectus. To
request a copy, write to The Travelers Insurance Company, Annuity Services, One
Tower Square, Hartford, Connecticut 06183, call (800) 842-8573, or access the
SEC's website (http://www.sec.gov). The Table of Contents of the SAI appears in
Appendix A of this prospectus.

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

THIS PROSPECTUS IS ACCOMPANIED BY A COPY OF THE TRAVELERS INSURANCE COMPANY'S
LATEST ANNUAL REPORT ON FORM 10-K FOR THE PERIOD ENDED DECEMBER 31, 1997, LATEST
QUARTERLY REPORT ON FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 1998, AND
LATEST REPORT ON MATERIAL EVENTS AFFECTING THE COMPANY ON FORM 8-K, WHICH
CONTAIN ADDITIONAL INFORMATION ABOUT THE COMPANY.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTMENT.

PROSPECTUS DATED DECEMBER 3, 1998
<PAGE> 12

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................ 2
FEE TABLE............................. 3
THE ANNUITY CONTRACT.................. 8
Contract Owner Inquiries.............. 8
Purchase Payments..................... 8
Conservation Credit................... 8
Accumulation Units.................... 8
The Funding Options................... 9
CHARGES AND DEDUCTIONS................ 13
General............................... 13
Withdrawal Charge..................... 13
Free Withdrawal Allowance............. 14
Mortality and Expense Risk Charge..... 14
Floor Benefit Charge.................. 14
Funding Option Expenses............... 14
Premium Tax........................... 14
Changes in Taxes Based Upon Premium or
Value............................... 14
OWNERSHIP PROVISIONS.................. 15
Types of Ownership.................... 15
Beneficiary........................... 15
TRANSFERS............................. 15
Dollar Cost Averaging................. 15
ACCESS TO YOUR MONEY.................. 15
Systematic Withdrawals................ 16
Managed Distribution Program.......... 16
DEATH BENEFIT......................... 16
Death Proceeds Before the Maturity
Date................................ 16
Death Proceeds After the Maturity
Date................................ 17
Payment of Proceeds................... 17
THE ANNUITY PERIOD.................... 18
Maturity Date......................... 18
Liquidity Benefit..................... 18
Allocation of Annuity................. 19
Variable Annuity...................... 19
Fixed Annuity......................... 19
PAYMENT OPTIONS....................... 20
Election of Options................... 20
Variable Annuitization Floor
Benefit............................. 20
Annuity Options....................... 20
MISCELLANEOUS CONTRACT PROVISIONS..... 21
Right to Return....................... 21
Termination........................... 21
Required Reports...................... 21
Suspension of Payments................ 21
Asset Allocation Program.............. 22
THE SEPARATE ACCOUNT.................. 22
Performance Information............... 22
FEDERAL TAX CONSIDERATIONS............ 23
General Taxation of Annuities......... 23
Qualified Contracts................... 23
Penalty Tax for Premature
Distributions....................... 23
Taxation of Surrenders Under Liquidity
Feature............................. 23
Ownership of the Investments.......... 24
Mandatory Distributions for Qualified
Plans............................... 24
OTHER INFORMATION..................... 24
The Insurance Company................. 24
Year 2000 Compliance.................. 24
Distribution of Variable Annuity
Contracts........................... 25
Conformity with State and Federal
Laws................................ 25
Voting Rights......................... 25
Legal Proceedings and Opinions........ 25
Available Information................. 26
Incorporation of Documents............ 26
Financial Statements.................. 27
APPENDIX A: Table of Contents of the
Statement of Additional
Information......................... A-1
APPENDIX B: Waiver of Withdrawal
Charge for Nursing Home
Confinement......................... B-1
APPENDIX C: Market Value Adjustment... C-1
</TABLE>

INDEX OF SPECIAL TERMS

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

<TABLE>
<S> <C>
Accumulation Unit..................... 8
Annuitant............................. 15
Annuity Payments...................... 18
Annuity Unit.......................... 8
Contract Date......................... 8
Contract Owner (You, Your)............ 15
Contract Value........................ 8
Contract Year......................... 8
Death Report Date..................... 17
Funding Option(s)..................... 9
Maturity Date......................... 8
Purchase Payment...................... 8
Written Request....................... 8
</TABLE>

2
<PAGE> 13

FEE TABLE
SEPARATE ACCOUNT FIVE
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES:
WITHDRAWAL CHARGE (as a percentage of original purchase payment withdrawn):

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

During the annuity period, if you have elected the Liquidity Benefit, a
surrender charge of 5% of the amount withdrawn will be assessed. See "Liquidity
Benefit."

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

<TABLE>
<CAPTION>
OPTIONAL
STANDARD DEATH BENEFIT
DEATH BENEFIT & CREDIT
<S> <C> <C>
Mortality and Expense Risk Charge.................... .80% 1.25%
Administrative Expense Charge........................ None None
---- -------
Total Separate Account Charges.................... .80% 1.25%
</TABLE>

During the annuity period, if you have elected the Floor Benefit, a charge of up
to 3.80% or 4.25% may apply. See "Floor Benefit Charge."

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

Each of the American Odyssey Funds is listed twice, once with the optional CHART
asset allocation fee of .80% reflected, and once without the optional asset
allocation fee.

3
<PAGE> 14

<TABLE>
<CAPTION>
MANAGEMENT OTHER TOTAL ANNUAL
FEE EXPENSES FUNDING
(AFTER EXPENSES 12B-1 (AFTER EXPENSES OPTION
PORTFOLIO NAME ARE REIMBURSED) FEES ARE REIMBURSED) EXPENSES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series.......................... 0.75% 0% 0.10%(4) 0.85%
Small Cap Value Series............... 0.75% 0% 0.10%(4) 0.85%
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation Portfolio....... 0.75% 0% 0.05% 0.80%
Small Cap Portfolio.................. 0.75% 0% 0.03% 0.78%
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class II...... 0.21% .25% 0.09%(5) 0.55%
MONTGOMERY FUNDS III
Montgomery Variable Series: Growth
Fund............................... 1.00% 0% 0.25%(6) 1.25%
OCC ACCUMULATION TRUST
Equity Portfolio..................... 0.80% 0% 0.19%(7) 0.99%
SALOMON BROTHERS VARIABLE SERIES FUNDS,
INC.
Salomon Brothers Variable Capital
Fund............................... 0.85% 0% 0.15%(8) 1.00%
Salomon Brothers Variable Investors
Fund............................... 0.70% 0% 0.30%(8) 1.00%
Salomon Brothers Variable Total
Return Fund........................ 0.80% 0% 0.20%(8) 1.00%
STRONG VARIABLE INSURANCE FUNDS, INC.
Strong Schafer Value Fund II......... 1.00% 0% 0.20%(9) 1.20%
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio............ 0.80% 0% 0.02%(10) 0.82%
MFS Total Return Portfolio........... 0.80% 0% 0.06%(10) 0.86%
Putnam Diversified Income
Portfolio.......................... 0.75% 0% 0.13%(10) 0.88%
Smith Barney High Income Portfolio... 0.60% 0% 0.10%(10) 0.70%
Smith Barney International Equity
Portfolio.......................... 0.90% 0% 0.11%(10) 1.01%
Smith Barney Large Capitalization
Growth Portfolio................... 0.75% 0% 0.25%(11) 1.00%
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock
Portfolio.......................... 0.70% 0% 0.25%(13) 0.95%
Disciplined Small Cap Stock
Portfolio.......................... 0.80% 0% 0.20%(12) 1.00%
Equity Income Portfolio.............. 0.75% 0% 0.20%(13) 0.95%
Federated Stock Portfolio............ 0.63% 0% 0.32%(13) 0.95%
Large Cap Portfolio.................. 0.75% 0% 0.20%(13) 0.95%
Lazard International Stock
Portfolio.......................... 0.83% 0% 0.42%(13) 1.25%
MFS Mid Cap Growth Portfolio......... 0.80% 0% 0.20%(12) 1.00%
MFS Research Portfolio............... 0.80% 0% 0.20%(12) 1.00%
Social Awareness Stock Portfolio..... 0.65% 0% 0.33% 0.98%
Strategic Stock Portfolio............ 0.60% 0% 0.30%(12) 0.90%
Travelers Quality Bond Portfolio..... 0.32% 0% 0.43%(13) 0.75%
U.S. Government Securities
Portfolio.......................... 0.32% 0% 0.26% 0.58%
Utilities Portfolio.................. 0.65% 0% 0.41% 1.06%
WARBURG PINCUS TRUST
Emerging Markets Portfolio........... 0.45% 0% 0.95%(14) 1.40%
</TABLE>

NOTES:

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

4
<PAGE> 15

(1) Other Expenses have been restated to reflect the current expense
reimbursement arrangement with The Travelers Insurance Company. Travelers
has agreed to reimburse the Fund for the amount by which its aggregate
expenses (including the management fee, but excluding brokerage
commissions, interest charges and taxes) exceeds 0.40%. Without such
arrangement, Total Annual Funding Option Expenses would have been 1.39% for
the MONEY MARKET PORTFOLIO.

(2) These fees reflect an expense reimbursement arrangement with the Funds'
investment adviser. Without reimbursement, and without the CHART Asset
Allocation Fee, Total Annual Funding Option Expenses would have been 0.79%
for the INTERNATIONAL EQUITY FUND and 0.67% for the CORE EQUITY FUND.
Without reimbursement and with the CHART Fee, Total Annual Funding Option
Expenses would have been 1.59% and 1.47%, respectively. The figures After
Expense Reimbursement may be greater than the figures Before Expense
Reimbursement because of repayments by the Fund to the Manager once the
Fund is operating below the expense limitation.

(3) The Management Fees and Other Expenses for the GLOBAL-HIGH YIELD BOND FUND
have been restated to reflect current fees. Prior to May 1, 1998, the
Global High Yield Bond Fund was named the "Short-Term Bond Fund" and had a
substantially different investment objective and investment program.
Information about the Short-Term Bond Fund is unlikely to be helpful to
investors in the Global High-Yield Bond Fund.

(4) The adviser for the DELAWARE REIT SERIES and the DELAWARE SMALL CAP VALUE
SERIES has agreed to voluntarily waive its fee and pay the expenses of the
Series to the extent that the Series' Total Annual Funding Option Expenses,
exclusive of taxes, interest, brokerage commissions and extraordinary
expenses, exceed 0.85% of its average daily net assets through October 31,
1998. Without such waiver, the Small Cap Portfolio's total operating
expenses would have been 0.90% for the fiscal year ended December 31, 1997.
The adviser estimates that, at current asset levels, the Total Annual
Funding Option Expenses for the REIT Portfolio would be 1.05% without the
voluntary fee waiver. This arrangement will be reviewed by the adviser, and
is subject to change at any time.

(5) Other Expenses have been restated to reflect the current expense
reimbursement arrangement whereby the adviser has agreed to reimburse the
Portfolio for the amount by which its expenses exceed 0.30%. Without such
arrangement, other expenses would have been 0.70%.

(6) The Manager has agreed to reduce some or all of its management fees if
necessary to keep total annual operating expenses for the Growth Fund at or
below 1.25% of its average net assets. The Manager may also voluntarily
reduce additional amounts to increase the return to investors. Without such
reduction by the Manager, the Fund's actual Total Annual Funding Option
Expenses would have been 1.97% for the period ended December 31, 1997.

(7) The Fund's manager has agreed to reimburse the Fund the amount by which its
Total Funding Option Expenses (net of any expense offsets) exceeds 1.00% of
its average daily net assets. There were no fees waived or expenses
reimbursed for the fiscal year ended December 31, 1997.

(8) The amounts set forth for Other Expenses are based on estimates for the
current fiscal year and will include fees for shareholder services,
administrative fees, custodial fees, legal and accounting fees, printing
costs and registration fees. These expenses reflect the voluntary agreement
by the Fund's adviser to impose an expense cap for the fiscal year ending
December 31, 1998 on the total operating expenses of each Fund (exclusive
of taxes, interest and extraordinary expenses such as litigation and
indemnification expenses) at the amounts shown in the table through the
reimbursement of expenses. Absent such agreement, the ratio of other
expenses and Total Annual Funding Option Expenses to the average daily net
assets would be 1.91% and 2.61%, respectively, for the INVESTORS FUND;
1.91% and 2.71%, respectively, for the TOTAL RETURN FUND; and 1.91% and
2.76%, respectively, for the CAPITAL FUND.

(9) Other Expenses are estimated for the current fiscal year. Additionally,
these fees reflect a voluntary expense reimbursement arrangement whereby
the Portfolio's adviser has voluntarily agreed to cap the Portfolio's total
operating expenses at 1.20%. Absent the waiver, the Total Annual Funding
Option Expenses would be 2.00%.

(10) Other expenses are as of October 31, 1997 (the Fund's fiscal year end).
There were no fees waived or expenses reimbursed for these funds in 1997.

(11) Other Expenses are based on estimates for the current fiscal year ending
October 31, 1998. Additionally, these fees reflect a voluntary expense
limitation of 1.00% of the Portfolio's average net assets.

(12) Other Expenses are based on estimates for the current fiscal year and will
include fees for shareholder services, administrative fees, custodial fees
, legal and accounting fees, printing costs and registration fees.
Additionally, these fees reflect a voluntary expense reimbursement
arrangement by Travelers to reimburse the Portfolios for the amount by
which their aggregate total operating expenses exceed 1.00% for the
DISCIPLINED SMALL CAP STOCK PORTFOLIO, MFS MID CAP GROWTH PORTFOLIO, MFS
RESEARCH PORTFOLIO; and 0.90% for the STRATEGIC STOCK PORTFOLIO. Absent
such agreement, the Total Funding Option Expenses for these Portfolios
would be 1.78%, 1.96%, 1.53% and 1.62%, respectively.

(13) Other Expenses reflect the current expense reimbursement arrangement with
Travelers Insurance Company where Travelers Insurance Company has agreed to
reimburse the Portfolios for the amount by which their aggregate expenses
(including management fees, but excluding brokerage commissions, interest
charges and taxes) exceeds 0.95% (1.25% for the Lazard International Stock
Portfolio and 0.75% for the Quality Bond Portfolio). Without such
arrangements, the Total Funding Option Expenses for the Portfolios would
have been as follows: 1.14% for FEDERATED STOCK PORTFOLIO; 1.90% for EQUITY
INCOME PORTFOLIO; 2.65% for LARGE CAP PORTFOLIO; 1.82% for DISCIPLINED MID
CAP STOCK PORTFOLIO; 1.76% for LAZARD INTERNATIONAL STOCK PORTFOLIO; and
1.13% for QUALITY BOND PORTFOLIO.

(14) The WARBURG PINCUS EMERGING MARKETS PORTFOLIO'S investment advisor and
co-administrator have agreed to limit the Portfolio's Total Funding Option
Expenses to 1.40% through December 31, 1998. Absent this waiver of fees,
the Portfolio's Management Fees, Other Expenses and Total Funding Option
Expenses would equal 1.25%, 0.71% and 1.96%, respectively. The Portfolio's
other expenses are based on annualized estimates of expenses for the fiscal
year ending December 31, 1998, net of any fee waivers or expense
reimbursements.

5
<PAGE> 16

EXAMPLE*

Assuming a 5% annual return on assets, a $1,000 investment would be subject to
the following expenses:
<TABLE>
<CAPTION>
(A) = STANDARD DEATH BENEFIT
(B) = OPTIONAL DEATH BENEFIT
AND CREDIT
- ---------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
High Yield Bond Trust............. (a) $67 $ 82 $ 99 $194 $17 $52 $ 89 $194
(b) 71 95 122 242 21 65 112 242
Managed Assets Trust.............. (a) 65 75 88 171 15 45 78 171
(b) 69 89 112 220 19 59 102 220
Money Market Portfolio............ (a) 62 68 76 145 12 38 66 145
(b) 67 82 100 195 17 52 90 195
AMERICAN ODYSSEY FUNDS, INC.(1)
Core Equity Fund.............. (a) 65 76 89 174 15 46 79 174
(b) 69 90 113 222 19 60 103 222
Emerging Opportunities Fund... (a) 67 82 100 197 17 52 90 197
(b) 71 96 123 244 21 66 113 244
Global High-Yield Bond Fund... (a) 65 77 91 177 15 47 81 177
(b) 70 91 114 225 20 61 104 225
Intermediate-Term Bond Fund... (a) 65 75 88 171 15 45 78 171
(b) 69 89 112 220 19 59 102 220
International Equity Fund..... (a) 66 80 96 187 16 50 86 187
(b) 71 93 119 235 21 63 109 235
Long-Term Bond Fund........... (a) 64 75 88 170 14 45 78 170
(b) 69 89 111 219 19 59 101 219
AMERICAN ODYSSEY FUNDS, INC.(2)
Core Equity Fund.............. (a) 73 100 130 258 23 70 120 258
(b) 77 114 153 303 27 84 143 303
Emerging Opportunities Fund... (a) 75 107 141 280 25 77 131 280
(b) 79 120 163 323 29 90 153 323
Global High-Yield Bond Fund... (a) 73 101 132 262 23 71 122 262
(b) 78 115 154 306 28 85 144 306
Intermediate-Term Bond Fund... (a) 73 100 129 256 23 70 119 256
(b) 77 113 152 301 27 83 142 301
International Equity Fund..... (a) 74 104 137 271 24 74 127 271
(b) 79 117 159 315 29 87 149 315
Long-Term Bond Fund........... (a) 73 99 129 255 23 69 119 255
(b) 77 113 151 300 27 83 141 300
DELAWARE GROUP PREMIUM FUND, INC.
REIT Series................... (a) 67 82 100 195 17 52 90 195
(b) 71 96 123 243 21 66 113 243
Small Cap Value Series........ (a) 67 82 100 195 17 52 90 195
(b) 71 96 123 243 21 66 113 243
DREYFUS VARIABLE INVESTMENT FUND
Capital Appreciation
Portfolio................... (a) 66 80 97 190 16 50 87 190
(b) 71 94 120 238 21 64 110 238
Small Cap Portfolio........... (a) 66 80 96 188 16 50 86 188
(b) 71 94 119 236 21 64 109 236
GREENWICH STREET SERIES FUND
Equity Index Portfolio Class
II.......................... (a) 64 73 84 162 14 43 74 162
(b) 68 87 107 212 18 57 97 212
MONTGOMERY FUNDS III
Montgomery Variable Series:
Growth Fund................. (a) 71 94 120 238 21 64 110 238
(b) 75 108 143 284 25 78 133 284
OCC ACCUMULATION TRUST
Equity Portfolio.............. (a) 68 86 107 211 18 56 97 211
(b) 73 100 130 257 23 70 120 257
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable
Capital Fund................ (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Salomon Brothers Variable
Investors Fund.............. (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Salomon Brothers Variable
Total Return Fund........... (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
</TABLE>

6
<PAGE> 17
<TABLE>
<CAPTION>
(A) = STANDARD DEATH BENEFIT
(B) = OPTIONAL DEATH BENEFIT
AND CREDIT
- ---------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTIONS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
STRONG VARIABLE INSURANCE FUNDS,
INC.
Strong Schafer Value Fund
II.......................... (a) $70 $ 93 $118 $233 $20 $63 $108 $233
(b) 75 106 141 279 25 76 131 279
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio..... (a) 66 81 98 192 16 51 88 192
(b) 71 95 121 240 21 65 111 240
MFS Total Return Portfolio.... (a) 67 82 100 197 17 52 90 197
(b) 71 96 123 244 21 66 113 244
Putnam Diversified Income
Portfolio................... (a) 67 83 101 199 17 53 91 199
(b) 72 97 124 246 22 67 114 246
Smith Barney High Income
Portfolio................... (a) 65 77 92 179 15 47 82 179
(b) 70 91 115 227 20 61 105 227
Smith Barney International
Equity Portfolio............ (a) 68 87 108 213 18 57 98 213
(b) 73 101 131 260 23 71 121 260
Smith Barney Large
Capitalization Growth
Portfolio................... (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock
Portfolio................... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Disciplined Small Cap Stock
Portfolio................... (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Equity Income Portfolio....... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Federated Stock Portfolio..... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Large Cap Portfolio........... (a) 68 85 105 206 18 55 95 206
(b) 72 99 128 253 22 69 118 253
Lazard International Stock
Portfolio................... (a) 71 94 120 238 21 64 110 238
(b) 75 108 143 284 25 78 133 284
MFS Mid Cap Growth Portfolio.. (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
MFS Research Portfolio........ (a) 68 87 107 212 18 57 97 212
(b) 73 100 130 258 23 70 120 258
Social Awareness Stock
Portfolio................... (a) 68 86 106 209 18 56 96 209
(b) 73 100 129 256 23 70 119 256
Strategic Stock Portfolio..... (a) 67 84 102 201 17 54 92 201
(b) 72 97 125 248 22 67 115 248
Travelers Quality Bond
Portfolio................... (a) 66 79 94 185 16 49 84 185
(b) 70 93 118 233 20 63 108 233
U.S. Government Securities
Portfolio................... (a) 64 74 86 166 14 44 76 166
(b) 69 88 109 215 19 58 99 215
Utilities Portfolio........... (a) 69 88 111 218 19 58 101 218
(b) 73 102 134 265 23 72 124 265
WARBURG PINCUS TRUST
Emerging Markets Portfolio.... (a) 72 99 128 253 22 69 118 253
(b) 77 112 151 298 27 82 141 298
</TABLE>

<TABLE>
<S> <C>
* The Example should not be considered a representation of
past or future expenses. Actual expenses may be greater or
less than those shown.
(1) Reflects expenses that would be incurred for those Contract
Owners who DO NOT participate in the CHART Asset Allocation
program.
(2) Reflects expenses that would be incurred for those Contract
Owners who DO participate in the CHART Asset Allocation
program.
</TABLE>

7
<PAGE> 18

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

The Travelers Retirement Variable Account is a contract between you, the
contract owner, and Travelers Insurance Company (called "Us" or the "Company").
Under this Contract, you make purchase payments to us and we credit them to your
Contract. The Company promises to pay you an income, in the form of annuity
payments, beginning on a future date that you choose, the maturity date. The
purchase payments and any applicable credits accumulate tax deferred in the
funding option(s) of your choice. The contract owner assumes the risk of gain or
loss according to the performance of the funding options. The contract value is
the amount of purchase payments, plus any applicable credits, plus or minus any
investment experience or interest. The contract value also reflects all prior
surrenders made and charges deducted. There is generally no guarantee that at
the maturity date the contract value will equal or exceed the total purchase
payments made under the Contract, except as noted under the Death Benefit
provisions described in this prospectus. The date the contract and its benefits
became effective is referred to as the contract date. Each 12 month period
following this contract date is called a contract year.

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

CONTRACT OWNER INQUIRIES

Any questions you have about your Contract should be directed to the Company's
Home Office at 1-800-842-9406.

PURCHASE PAYMENTS

The initial purchase payment must be at least $20,000. Additional payments of at
least $5,000 may be made under the Contract at any time. Under certain
circumstances, we may waive the minimum purchase payment requirement. Purchase
payments over $1,000,000 may be made with our prior consent.

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

If the Optional Death Benefit is selected, we will add a credit to your Contract
with each purchase payment. Each credit is added to the contract value when the
applicable purchase payment is applied, and will equal 2% of each purchase
payment. These credits are applied pro rata to the same funding options to which
your purchase payment was applied.

CONSERVATION CREDIT

If you are purchasing this Contract with funds which originate from another
contract issued by Us or Our affiliate, you may receive a conservation credit to
your purchase payments. If applied, the amount of such credit will be determined
by Us.

ACCUMULATION UNITS

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

8
<PAGE> 19

THE FUNDING OPTIONS

You choose which of the following funding options, to have your purchase
payments allocated to. These funding options are subsections of the Separate
Account which invest in the underlying mutual funds which support the funding
options. You will find detailed information about the options and their inherent
risks in the current prospectuses for the funding options which must accompany
this prospectus. You are not investing directly in the underlying mutual funds,
but only through the Separate Account. Since each option has varying degrees of
risk, please read the prospectuses carefully before investing. Additional copies
of the prospectuses may be obtained by contacting your registered representative
or by calling 1-800-842-9406.

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

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
High Yield Bond Trust Seeks generous income. The assets of the High TAMIC
Yield Bond Trust will be invested in bonds
which, as a class, sell at discounts from par
value and are typically high risk securities.
Managed Assets Trust Seeks high total investment return through a TAMIC
fully managed investment policy in a Subadviser: Travelers
portfolio of equity, debt and convertible Investment Management Company
securities. ("TIMCO")
Money Market Portfolio Seeks high current income from short-term TAMIC
(formerly "Cash Income Trust") money market instruments while preserving
capital and maintaining a high degree of
liquidity.
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of well- Management, Inc.
established companies. Subadviser: Equinox Capital
Management, Inc.
Emerging Opportunities Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of Management, Inc.
small, rapidly growing companies. Subadviser: Cowen Asset
Management and Chartwell
Investment Partners
Global High-Yield Bond Fund Seeks maximum long-term total return (capital American Odyssey Funds
appreciation and income) by investing Management, Inc.
primarily in high-yield debt securities from Subadviser: BEA Associates
the United States and abroad.
Intermediate-Term Bond Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in intermediate-term Management, Inc.
corporate debt securities, U.S. government Subadviser: TAMIC
securities, mortgage-related securities and
asset-backed securities, as well as money
market instruments.
International Equity Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in common stocks of Management, Inc.
established non-U.S. companies. Subadviser: Bank of Ireland
Asset Management (U.S.) Limited
Long-Term Bond Fund Seeks maximum long-term total return by American Odyssey Funds
investing primarily in long-term corporate Management, Inc.
debt securities, U.S. government securities, Subadviser: Western Asset
mortgage-related securities, and asset-backed Management Company
securities, as well as money market
instruments.
</TABLE>

9
<PAGE> 20

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DELAWARE GROUP PREMIUM
FUND, INC.
REIT Series Seeks maximum long-term total return by Delaware Management Company,
investing in securities of companies Inc.
primarily engaged in the real estate Subadviser: Lincoln Investment
industry. Management, Inc.
DELAWARE GROUP PREMIUM
FUND, INC., (CONT.)
Small Cap Value Series Seeks capital appreciation by investing Delaware Management Company,
primarily in common stocks whose market Inc.
values appear low relative to their
underlying value or future potential.
DREYFUS VARIABLE
INVESTMENT FUND
Capital Appreciation Portfolio Seeks primarily to provide long-term capital The Dreyfus Corporation
growth consistent with the preservation of Subadviser: Fayez Sarofim & Co.
capital; current income is a secondary ("Sarofim")
investment objective. The portfolio invests
primarily in the common stocks of domestic
and foreign issuers.
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
GREENWICH STREET SERIES FUND
Equity Index Portfolio Seeks to replicate, before deduction of TIMCO
Class II(1) expenses, the total return performance of the
S&P 500 Index.
MONTGOMERY FUNDS III
Montgomery Variable Series: Seeks capital appreciation. Under normal Montgomery Asset Management
Growth Fund conditions, it invests at least 65% of its
assets in equity securities.
OCC ACCUMULATION TRUST Seeks long-term capital appreciation through Op Cap Advisors
Equity Portfolio investment in a diversified portfolio of
equity securities selected on the basis of a
value oriented approach to investing.
SALOMON BROTHERS VARIABLE
SERIES FUND, INC.
Salomon Brothers Variable Seeks above-average income (compared to a Salomon Brothers Asset
Total Return Fund portfolio invested entirely in equity Management ("SBAM")
securities). Secondarily, seeks opportunities
for growth of capital and income.
Salomon Brothers Variable Seeks long-term growth of capital. Current SBAM
Investors Fund income is a secondary objective.
Salomon Brothers Variable Seeks capital appreciation through SBAM
Capital Fund investments primarily in common stock, or
securities convertible to common stocks,
which are believed to have above-average
price appreciation potential and which may
also involve above-average risk.
STRONG VARIABLE INSURANCE
FUNDS, INC.
Strong Shafer Value Seeks primarily long-term capital Strong Capital Management, Inc.
Fund II appreciation. Current income is a secondary Subadviser: Shafer Capital
objective when selecting investments. Management, Inc.
</TABLE>

10
<PAGE> 21

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital by Travelers Investment Adviser
investing predominantly in equity securities ("TIA")
of companies with a favorable outlook for Subadviser: Alliance Capital
earnings and whose rate of growth is expected Management L.P.
to exceed that of the U.S. economy over time.
Current income is only an incidental
consideration.
MFS Total Return Portfolio Seeks to obtain above-average income TIA
(compared to a portfolio entirely invested in Subadviser: Massachusetts
equity securities) consistent with the Financial Services Company
prudent employment of capital. Generally, at ("MFS")
least 40% of the Portfolio's assets will be
invested in equity securities.
TRAVELERS SERIES FUND, INC.,
(CONT.)
Putman Diversified Income Seeks high current income consistent with TIA
Portfolio preservation of capital. The Portfolio will Subadviser: Putnam Investment
allocate its investments among the U.S. Management, Inc.
Government Sector, the High Yield Sector, and
the International Sector of the fixed income
securities markets.
Smith Barney High Income Seeks high current income. Capital Mutual Management
Portfolio appreciation is a secondary objective. The Corporation ("MMC") (formerly
Portfolio will invest at least 65% of its Smith Barney Mutual Fund
assets in high-yielding corporate debt Management, Inc.)
obligations and preferred stock.
Smith Barney International Seeks total return on assets from growth of MMC
Equity Portfolio capital and income by investing at least 65%
of its assets in a diversified portfolio of
equity securities of established non-U.S.
issuers.
Smith Barney Large Seeks long-term growth of capital by MMC
Capitalization Growth Portfolio investing in equity securities of companies
with large market capitalizations.
TRAVELERS SERIES TRUST
Disciplined Mid Cap Seeks growth of capital by investing TAMIC
Stock Fund primarily in a broadly diversified portfolio Subadviser: TIMCO
of common stocks.
Disciplined Small Cap Fund Seeks long term capital appreciation by TAMIC
investing primarily (at least 65% of its Subadviser: TIMCO
total assets) in the common stocks of U.S.
Companies with relatively small market
capitalizations at the time of investment.
Equity Income Portfolio Seeks reasonable income by investing at least TAMIC
65% in income-producing equity securities. Subadviser: Fidelity Management
The balance may be invested in all types of & Research Company
domestic and foreign securities, including
bonds. The Portfolio seeks to achieve a yield
that exceeds that of the securities
comprising the S&P 500. The Subadviser also
considers the potential for capital
appreciation.
Federated Stock Portfolio Seeks growth of income and capital by TAMIC
investing principally in a professionally Subadviser: Federated
managed and diversified portfolio of common Investment Counseling, Inc.
stock of high-quality companies (i.e.,
leaders in their industries and characterized
by sound management and the ability to
finance expected growth).
</TABLE>

11
<PAGE> 22

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUB-ADVISER
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Large Cap Portfolio Seeks long-term growth of capital by TAMIC
investing primarily in equity securities of Subadviser: Fidelity Management
companies with large market capitalizations. & Research Company
Lazard International Stock Seeks capital appreciation by investing TAMIC
Portfolio primarily in the equity securities of Subadviser: Lazard Asset
non-United States companies (i.e., Management
incorporated or organized outside the United
States).
MFS Mid Cap Growth Seeks to obtain long term growth of capital TAMIC
Portfolio by investing, under normal market conditions, Subadviser: MFS
at least 65% of its total assets in equity
securities of companies with medium market
capitalization which the investment adviser
believes have above-average growth potential.
TRAVELERS SERIES TRUST,
(CONT.)
MFS Research Portfolio Seeks to provide long-term growth of capital TAMIC
and future income. Subadviser: MFS
Social Awareness Stock Seeks long-term capital appreciation and MMC
Portfolio retention of net investment income by
selecting investments, primarily common
stocks, which meet the social criteria
established for the Portfolio. Social
criteria currently excludes companies that
derive a significant portion of their
revenues from the production of tobacco,
tobacco products, alcohol, or military
defense systems, or in the provision of
military defense related services or gambling
services.
Strategic Stock Portfolio Seeks to provide an above-average total TAMIC
return through a combination of potential Subadviser: TIMCO
capital appreciation and dividend income by
investing primarily in high dividend yield
stocks periodically selected from the
companies included in (i) the Dow Jones
Industrial Average and (ii) the Standard &
Poor's 100 Stock Index.
Travelers Quality Bond Seeks current income, moderate capital TAMIC
Portfolio(1) volatility and total return.
U.S. Government Seeks to select investments from the point of TAMIC
Securities Portfolio(1) view of an investor concerned primarily with
highest credit quality, current income and
total return. The assets of the U.S.
Government Securities Portfolio will be
invested in direct obligations of the United
States, its agencies and instrumentalities.
Utilities Portfolio Seeks to provide current income by investing MMC
in equity and debt securities of companies in
the utility industries.
WARBURG PINCUS TRUST
Emerging Markets Portfolio Seeks long-term growth of capital by Warburg Pincus Asset
investing primarily in equity securities of Management, Inc.
non-U.S. issuers consisting of companies in
emerging market securities.
</TABLE>

(1) Currently available under Variable Annuitization Floor Benefit.

An asset allocation program is available for certain funding options under the
Contract. See "Asset Allocation Advice."

SUBSTITUTIONS AND ADDITIONS

If any of the funding options become unavailable for allocating purchase
payments or if we believe that further investment in a funding option is
inappropriate for the purposes of the Contract, we

12
<PAGE> 23

may substitute another funding option. However, we will not make any
substitutions without notifying you and obtaining any applicable state and SEC
approval. From time to time we may make new funding options available.

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

GENERAL

We deduct the charges described below. The charges are for the service and
benefits we provide, costs and expenses we incur, and risks we assume under the
Contracts. Services and benefits we provide include: the ability for you to make
withdrawals and surrenders under the Contracts; the death benefit paid on the
death of the annuitant, the available funding options and related programs,
including dollar-cost averaging, portfolio rebalancing, and managed distribution
program; administration of the annuity options available under the Contracts;
and the distribution of various reports to contract owners. Costs and expenses
we incur include those associated with various overhead and other expenses
associated with providing the services and benefits provided by the Contracts,
sales and marketing expenses, and other costs of doing business. Risks we assume
include the risks that annuitants may live longer than estimated when the
annuity factors under the Contracts were established, and that the amount of the
death benefit will be greater than the contract value. We may also deduct a
charge for taxes.

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

WITHDRAWAL CHARGE

No sales charges are deducted from purchase payments when they are applied under
the Contract. However, a withdrawal charge will be deducted if any or all of the
contract value is withdrawn during the first five years following a purchase
payment. The length of time from when we receive the purchase payment to the
time of withdrawal determines the amount of the charge.

The withdrawal charge is equal to a percentage of the amount of purchase
payments, plus any credits applied, which are withdrawn from the Contract and is
calculated as follows:

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

For purposes of the withdrawal charge calculation, withdrawals will be deemed to
be taken first from (a) any purchase payments and associated credits to which no
withdrawal charge applies; (b) next from any remaining free withdrawal amount
(as described below) after the reduction by the amount of (a); (c) next from
remaining purchase payments and associated credits (on a first-in, first-out
basis); and then (d) from contract earnings (in excess of any free withdrawal
amount). Unless you instruct us otherwise, we will deduct the withdrawal charge
from the amount requested.

Where permitted by state law, we will not deduct a withdrawal charge (1) from
payments we make due to the death of the annuitant; (2) if an annuity payout,
other than under the Liquidity Benefit Option, (see "Liquidity Benefit") has
begun; (3) if an income option of at least ten years' duration is elected; (4)
from amounts withdrawn which are deposited to other contracts issued by Us or
our affiliate (subject to Our approval); (5) if withdrawals are taken under our
Managed

13
<PAGE> 24

Distribution Program, if elected by you (see "Access to Your Money"); or (6) if
you are confined to an Eligible Nursing Home, as described in Appendix B.

FREE WITHDRAWAL ALLOWANCE

There is a 20% free withdrawal allowance available each year. During the first
contract year, the available withdrawal amount will be 20% of the initial
purchase payment. After the first contract year, the available withdrawal amount
will be calculated as of the end of the previous contract year. The free
withdrawal allowance applies to partial withdrawals and to full withdrawals,
except those transferred directly to annuity contracts issued by other financial
institutions. In Washington state, the free withdrawal provision applies to all
withdrawals.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk charge. The
deduction is reflected in our calculation of accumulation and annuity unit
values. For the Standard Death Benefit, this charge equals, on an annual basis,
.80% of the amounts held in each funding option. For the Optional Death Benefit
and Credit, the charge equals on an annual basis, 1.25%. We reserve the right to
lower the charge at any time.

FLOOR BENEFIT/LIQUIDITY BENEFIT CHARGES

If the Variable Annuitization Floor Benefit is selected, a charge is deducted
upon election of this benefit. This charge compensates us for guaranteeing a
minimum variable annuity payment regardless of the performance of the funding
options selected by you. This charge will vary based upon market conditions, but
will never increase your annual separate account charge by more than 3%. The
charge will be set at the time of election, and will remain level throughout the
term of annuitization. If the Liquidity Benefit is selected, there is a
surrender charge of 5% of the amount withdrawn. Please refer to "The Annuity
Period" for a description of these benefits.

CHART ASSET ALLOCATION PROGRAM CHARGES

Under the CHART Program, purchase payments and cash values are allocated among
the specified asset allocation funds. The charge for this advisory service is
equal to a maximum of .80% of the assets subject to the CHART Program. The CHART
Program fee will be paid by quarterly withdrawals from the cash values allocated
to the asset allocation funds. The Company will not treat these withdrawals as
taxable distributions. Please refer to "Miscellaneous Contract Provisions" for
further information.

FUNDING OPTION EXPENSES

The deductions from and expenses paid out of the assets of the various funding
options are summarized in the fee table and are described in the accompanying
prospectuses.

PREMIUM TAX

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

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

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

14
<PAGE> 25

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

TYPES OF OWNERSHIP

Contract owner (you). The Contract belongs to the contract owner named in the
Contract (on the Specifications page). The annuitant is the individual upon
whose life the maturity date and the amount of monthly annuity payments depend.
Because this is a qualified contract, the contract owner and the annuitant must
always be the same person. You have sole power to exercise any rights and to
receive all benefits given in the contract provided you have not named an
irrevocable beneficiary.

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

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

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

Up to 30 days before the maturity date, you may transfer all or part of the
contract value between funding options. Transfers are made at the value(s) next
determined after we receive your request at the Home Office. There are no
charges or restrictions on the amount or frequency of transfers currently;
however, we reserve the right to charge a per-transfer fee on transfers
exceeding 12 per year, and, to limit the number of transfers. We will always
allow at least one transfer in any six-month period. Since different funding
options have different expenses, a transfer of contract values from one funding
option to another could result in your investment becoming subject to higher or
lower expenses. After the maturity date, you may also make transfers between
funding options.

DOLLAR COST AVERAGING

Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly or quarterly basis so that
more accumulation units are purchased in a funding option if the cost per unit
is low and less accumulation units are purchased if the cost per unit is high.
Therefore, a lower-than-average cost per unit may be achieved over the long run.

You may elect automated transfers through written request or other method
acceptable to the Company. (For Contracts issued in New York, the election must
be made in writing.) You must have a minimum total Contract Value of $5,000 to
enroll in the Dollar Cost Averaging program. The minimum total automated
transfer amount is $100.

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

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

Any time before the maturity date, you may redeem all or any portion of the
contract value, less any premium tax not previously deducted. You must submit a
written request specifying the funding option(s) from which amounts are to be
withdrawn. If no funding options are specified, the withdrawal will be made on a
pro rata basis. The contract value will be determined as of the close of
business after we receive your surrender request at the Home Office. The value
may be

15
<PAGE> 26

more or less than the purchase payments made depending on the contract value at
the time of surrender.

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

We also provide access to your money during the annuitization period, which is
discussed in detail in the "Annuity Period" section of this prospectus.

SYSTEMATIC WITHDRAWALS

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

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

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

MANAGED DISTRIBUTION PROGRAM. Under the Systematic Withdrawal option, you may
choose to participate in the Managed Distribution Program. At no cost to you,
you may instruct the Company to calculate and make minimum distributions that
may be required by the IRS upon reaching age 70 1/2. (See "Federal Tax
Considerations".) These payments will not be subject to the withdrawal charge
and will be in lieu of the 20% free withdrawal allowance. No Dollar Cost
Averaging will be permitted if you are participating in the Managed Distribution
Program.

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

DEATH PROCEEDS BEFORE THE MATURITY DATE

The person chosen as the beneficiary will receive a death benefit upon the first
death of any owner or the annuitant before the maturity date. You may select
either the Standard Death Benefit or the Optional Death Benefit and Credit at
the time of purchase:

STANDARD DEATH BENEFIT:

OPTIONAL DEATH BENEFIT AND CREDIT

The Optional Death Benefit and Credit varies depending on the Annuitant's age on
the Contract Date.

16
<PAGE> 27

- ------------------------------------------------------------------------------------------
ANNUITANT'S AGE DEATH BENEFIT PAYABLE
ON THE CONTRACT DATE (CALCULATED AS OF THE DEATH REPORT DATE)
- ------------------------------------------------------------------------------------------
<S> <C>
Under Age 70 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) contract value;
(2)
total purchase payments, less any withdrawals (and related charges), or
(3) maximum Step Up death benefit value (described below)
associated with contract date anniversaries beginning with
the 5th, and ending with the last before the annuitant's
76th birthday.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- ------------------------------------------------------------------------------------------
Age 70-75 IF NOTIFIED WITHIN 6 MONTHS OF THE DEATH: Greatest of:
(1) above,
(2) above, or
(3) the Step Up death benefit value (described below)
associated with the 5th contract date anniversary.
IF NOTIFIED 6 MONTHS OR MORE AFTER THE DEATH: Contract Value
(unless prohibited by state law)
- ------------------------------------------------------------------------------------------
Age 76-80 Greater of (1) or (2) above.
- ------------------------------------------------------------------------------------------
Age over 80 The contract value.
- ------------------------------------------------------------------------------------------
</TABLE>

STEP-UP DEATH BENEFIT VALUE

A separate Step-Up death benefit value will be established on the fifth contract
date anniversary, and on each subsequent contract date anniversary on or before
the death report date and will initially equal the contract value on that
anniversary. After a Step-Up death benefit value has been established, it will
be recalculated each time a purchase payment is made or a partial surrender is
taken until the death report date. Step-Up death benefit values will be
recalculated by increasing them by the amount of each applicable purchase
payment and by reducing them by a Partial Surrender Reduction (as described
below) for each applicable partial surrender. Recalculations of Step-Up death
benefit values related to any purchase payments or any partial surrenders will
be made in the order that such purchase payments or partial surrenders occur.

The Partial Surrender Reduction referenced above is equal to:

(1) the amount of a Step-Up death benefit value immediately prior to the
reduction for the partial surrender, multiplied by

(2) the amount of the partial surrender divided by the contract value
immediately prior to the partial surrender.

DEATH PROCEEDS AFTER THE MATURITY DATE

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

PAYMENT OF PROCEEDS

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

The Company will pay the proceeds to the beneficiary(ies), or if none, to the
contract owner's estate.

17
<PAGE> 28

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

MATURITY DATE

Under the Contract, you can receive regular income payments (annuity payments).
You can choose the month and the year in which those payments begin (maturity
date). While the annuitant is alive, you can change your selection any time up
to 30 days prior the maturity date. Annuity payments will begin on the maturity
date requested by you unless the Contract has been fully surrendered or the
proceeds have been paid to the beneficiary before that date. Annuity payments
are a series of periodic payments (a) for life; (b) for life with either a
minimum number of payments or a specific amount assured; or (c) for the joint
lifetime of the annuitant and another person, and thereafter during the lifetime
of the survivor or (d) for a number of payments assured. We may require proof
that the annuitant is alive before annuity payments are made.

You may annuitize your contract immediately after purchase, or select a later
maturity date. Unless you elect otherwise, the maturity date will be the later
of the annuitant's 90th birthday, or ten years after the effective date of the
Contract. In certain states, the maturity date elected may not be later than the
annuitant's 90th birthday.

Certain annuity options taken at the maturity date may be used to meet the
minimum required distribution requirements of federal tax law, or a program of
partial surrenders may be used instead. Depending on your plan, these mandatory
distribution requirements take effect generally upon either the later of the
contract owner's attainment of age 70 1/2 or year of retirement; or the death of
the contract owner. Please refer to the optional, no-cost Managed Distribution
Program described in the "Access to Your Money" section of this prospectus.
Independent tax advice should be sought regarding the election of minimum
required distributions.

LIQUIDITY BENEFIT

Additionally, if you have selected any period certain option, you may elect to
surrender a payment equal to a portion or all of the present value of the
remaining period certain payments any time after the first contract year. There
is a surrender charge of 5% of the amount withdrawn under this option.

For variable annuity payments, the interest rate used to calculate the present
value is the Assumed Net Investment Factor, as shown in your Contract. If you
request a portion of the total amount available, your remaining payments for the
period certain will be reduced by that percentage. After the period certain
expires, your payments will increase to the level they would have been had no
liquidation taken place.

For fixed annuity payments, we calculate the present value of the remaining
period certain payments using a current interest rate. This interest rate is the
current rate of return offered by Us on new annuitizations for the amount of
time remaining in the certain period annuity option. If you request a percentage
of the total amount available, your remaining payments for the period chosen
will be reduced by that percentage. After the certain period expires, your
remaining payments will increase back to the level they would have been as if no
certain liquidation had taken place.

The market value adjustment formula for calculating the present value described
above for fixed annuity payments is as follows:

Present Value =LOGO[Payment(s) X (1/1 + iC)(t/365)]

Where

<TABLE>
<S> <C> <C>
iC = the interest rate described above
n = the number of payments remaining in the contract owner's
certain period at the time of request for this benefit
t = number of days remaining until that payment is made,
adjusting for leap years.
</TABLE>

See Appendix C for examples of this market value adjustment.

18
<PAGE> 29

ALLOCATION OF ANNUITY

If, at the time annuity payments begin, no election has been made to the
contrary, the cash surrender value will be applied to provide an annuity funded
by the same investment options selected during the accumulation period. At least
30 days before the maturity date, you may transfer the contract value among the
funding options in order to change the basis on which annuity payments will be
determined. (See "Transfers.")

ANNUITIZATION CREDIT. This credit is applied to the contract value used to
purchase one of the Annuity Options described below. The credit equals 0.5% of
your contract value if you annuitize during contract years 2-5, 1% during
contract years 6-10, and 2% after contract year 10. There is no credit applied
to contracts held less than 1 year.

VARIABLE ANNUITY

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

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

The amount of the first monthly payment depends on the annuity option and
assumed net investment factor elected. At the time of annuitization, you may
choose between an Assumed Net Investment Factor ("ANIF") of 3% or 5%. An ANIF of
5% will result in higher initial payments, while the 3% ANIF provides payments
which increase more quickly. A formula for determining the adjusted age is
contained in the Contract. The total first monthly annuity payment is determined
by multiplying the benefit per $1,000 of value shown in the applicable tables of
the Contract by the number of thousands of dollars of value of the Contract
applied to that annuity option. The Company reserves the right to require
satisfactory proof of age of any person on whose life annuity payments are based
before making the first payment under any of the settlement options. If it would
produce a larger payment, the first variable annuity payment will be determined
using the Variable Life Annuity Tables in effect on the maturity date.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of
the second and subsequent annuity payments is not predetermined and may change
from month to month based on the investment experience of the applicable funding
option. The total amount of each annuity payment will be equal to the sum of the
basic payments in each funding option. The actual amounts of these payments are
determined by multiplying the number of annuity units credited to each funding
option by the corresponding annuity unit value as of the date 14 days before the
date the payment is due.

FIXED ANNUITY

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

If you have elected the Increasing Benefit Option, the payments will be
calculated as above, however, the initial payment will be less than that
reflected in the table and the subsequent payments will be increased by the
percentage you elected.

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<PAGE> 30

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

ELECTION OF OPTIONS

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

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

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

On the maturity date, we will pay the amount due under the Contract as described
above. You must elect an option in writing, in a form satisfactory to the
Company. Any election made during the lifetime of the annuitant must be made by
the contract owner.

VARIABLE ANNUITIZATION FLOOR BENEFIT. This benefit may not be available, or may
only be available under certain annuity options, if we determine the market
conditions so dictate. If available, the Company will guarantee that, regardless
of the performance of the funding options selected by you, your annuity payments
will never be less than a certain percentage of your first annuity payment. This
percentage will vary depending on market conditions, but will never be less than
50%. You may not elect this benefit if you are over age 80. Additionally, you
must select from certain funds available under this guarantee. Currently, these
funds are the Equity Index Portfolio Class II, the Travelers Quality Bond
Portfolio, and the U.S. Government Securities Portfolio. We may, at our
discretion increase or decrease the number of funds available under this
benefit. This benefit is not currently available under Option 5. The benefit is
not available with the 5% assumed net investment factor under any option. If you
select this benefit, you may not elect to liquidate any portion of your
contract.

There is a charge for this guarantee, which will begin upon election of this
benefit. This charge will vary based upon market conditions, and will be
established at the time the benefit is elected. Once established, the charge
will remain level throughout the remainder of the annuitization, and will never
increase your annual separate account charge by more than 3% per year.

We reserve the right to restrict the amount of contract value to be annuitized
under this benefit.

ANNUITY OPTIONS

Subject to the conditions described in "Election of Options" above, all or any
part of the contract value may be paid under one or more of the following
annuity options. We may offer additional options. Options 1-5 below may be
applied to either a Fixed or Variable Annuity.

INCREASING BENEFIT OPTION. For Fixed Annuities, the annuity payment you receive
may be either level (except after death of Primary Payee in Option 4) or
increasing. If increasing payments are elected, the initial payment will be less
than the corresponding level payment for the same annuity option, but your
payments will increase on each contract date anniversary by a percentage chosen
by you. You may choose a whole number from 1 to 4%.

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

20
<PAGE> 31

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

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make regular annuity payments during the lifetime of the annuitant and a second
person. When either person dies, we will continue making payments to the
survivor. No further payments will be made following the death of the survivor.

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

Option 5 -- Payment for a Fixed Period. The Company will make monthly payments
for the period selected.

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

RIGHT TO RETURN

You may return the Contract within ten days after you receive it for a full
refund of the purchase payment less any applicable credits applied. Where state
law requires a longer period or other variations of this provision, the Company
will comply. Refer to your Contract for any state-specific information.

TERMINATION

You do not need to make any purchase payments after the first to keep the
Contract in effect. However, we reserve the right to terminate the Contract on
any business day if the contract value as of that date is less than $2,000 and
no purchase payments have been made for at least two years, unless otherwise
specified by state law. Termination will not occur until 31 days after the
Company has mailed notice of termination to the contract owner's last known
address and to any assignee of record. If the Contract is terminated, we will
pay you the contract value, less any applicable contract or premium tax charges.

REQUIRED REPORTS

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

SUSPENSION OF PAYMENTS

The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
("the Exchange") is closed; (2) when trading on the Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in the Separate Account may not reasonably occur or so that the Company may
not reasonably determine the value the Separate

21
<PAGE> 32

Account's net assets; or (4) during any other period when the SEC, by order, so
permits for the protection of security holders.

ASSET ALLOCATION ADVICE

Owners may elect to enter into a separate advisory agreement with Copeland
Financial Services, Inc. ("Copeland"), an affiliate of the Company, if the
program is available. For a fee, Copeland provides asset allocation advice under
its CHART program, which is fully described in a separate disclosure statement.
The CHART Program may not be available in all marketing programs through which
this Contract is sold.

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

The Travelers Separate Account Five For Variable Annuities ("Separate Account
Five") was established on June 8, 1998 and is registered with the SEC as a unit
investment trust (separate account) under the Investment Company Act of 1940, as
amended (the "1940 Act"). The assets of Separate Account Five will be invested
exclusively in the shares of the variable funding options.

The assets of Separate Account Five are held for the exclusive benefit of the
owners of this separate account, according to the laws of Connecticut. The
assets held by Separate Account Five are not chargeable with liabilities arising
out of any other business which the Company may conduct. Obligations under the
Contract are obligations of the Company.

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

PERFORMANCE INFORMATION

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

STANDARDIZED METHOD. Quotations of average annual total returns are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the funding option, and then related to ending redeemable values over
one-, five-, and ten-year periods, or for a period covering the time during
which the funding option has been in existence, if less. These quotations
reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). Each quotation assumes a total
redemption at the end of each period.

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

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

GENERAL Within the guidelines prescribed by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), performance information may be
quoted numerically or may be presented in a table, graph or other illustration.
Advertisements may include data comparing

22
<PAGE> 33

performance to well-known indices of market performance (including, but not
limited to, the Dow Jones Industrial Average, the Standard & Poor's (S&P) 500
Index and the S&P 400 Index, the Lehman Brothers Long T-Bond Index, the Russell
1000, 2000 and 3000 Indices, the Value Line Index, and the Morgan Stanley
Capital International's EAFE Index). Advertisements may also include published
editorial comments and performance rankings compiled by independent
organizations (including, but not limited to, Lipper Analytical Services, Inc.
and Morningstar, Inc.) and publications that monitor the performance of the
Separate Account and the variable funding options.

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

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

GENERAL TAXATION OF ANNUITIES

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

QUALIFIED CONTRACTS

If you purchase an annuity contract with proceeds of an eligible rollover
distribution from any pension plan, specially sponsored program, or individual
retirement annuity (IRA) with pre-tax dollars, your contract is referred to as a
qualified contract. Some examples of qualified contracts are: IRAs, 403(b)
annuities, pension and profit-sharing plans (including 401(k) plans), Keogh
Plans, and certain other qualified deferred compensation plans.

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

TAXATION OF SURRENDERS UNDER LIQUIDITY FEATURE

As discussed above, no taxable income is recognized prior to the distribution of
proceeds to the Contract Owner. The Liquidity Benefit available under this
Contract is a distribution under the Code, and is therefore subject to ordinary
income tax as well as the penalty tax for premature distributions, if
applicable.

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<PAGE> 34

OWNERSHIP OF THE INVESTMENTS

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

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

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

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

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

THE INSURANCE COMPANY

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

YEAR 2000 COMPLIANCE

The Company is highly dependent on computer systems and system applications for
conducting its ongoing business functions. In 1996, the Company began the
process of identifying, assessing and implementing changes to computer programs
to address the year 2000 issue and developed a comprehensive plan to address the
issue. The issue involves the ability of computer systems that have time
sensitive programs to recognize properly the year 2000. The inability to do so
could result in major failures or miscalculations that would disrupt the
Company's ability to meet its customer and other obligations on a timely basis.

24
<PAGE> 35

The Company is in the process of implementing necessary changes, in accordance
with its Year 2000 plan, to bring all its critical business systems into year
2000 compliance by yearend 1998. As part of, and following achievement of year
2000 compliance, systems have been, and will continue to be, subjected to a
certification process which validates the renovated code before it is certified
for use in production. In addition, the Company is developing contingency plans
to be used in the event of an unexpected failure, which may result from the
complex interrelationships among our clients, business partners, and other
parties upon whom it relies.

The total cost associated with the required modifications and conversions, which
are expensed as incurred, is not expected to have a material effect on its
financial position, results of operations or liquidity. The Company also has
third party customers, financial institutions, vendors and others with which it
conducts business and has communicated with them on their plans to address and
resolve year 2000 issues on a timely basis. While it is likely that these
efforts by third party vendors will be successful, it is possible that a series
of failures by third parties could have a material adverse effect on the
Company's results of operations in future years.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who represent the Company, or certain
other registered broker-dealers. The compensation paid to sales representatives
will not exceed 6.5% of the payments made under the Contracts.

From time to time, the Company may pay or permit other promotional incentives,
in cash, credit or other compensation.

Any sales representative or employee will have been qualified to sell variable
annuities under applicable federal and state laws. Each broker-dealer is
registered with the SEC under the Securities Exchange Act of 1934, and all are
members of the NASD. The principal underwriter for the Contracts is CFBDS, Inc.,
an unaffiliated company, 21 Milk Street, Boston, Massachusetts 02109.

CONFORMITY WITH STATE AND FEDERAL LAWS

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

VOTING RIGHTS

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

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the Separate Account.
There is one material pending legal proceeding, other than ordinary routine
litigation incidental to the business, to which the Company is a party. In March
1997, a purported class action entitled Patterman v. The Travelers, Inc. was
commenced in the Superior Court of Richmond County, Georgia, alleging, among
other things, violations of the Georgia RICO statute and other state laws by an
affiliate of the Company, Primerica Financial Services, Inc. and certain of its
affiliates. Plaintiffs seek unspecified compensatory and punitive damages and
other relief. In April 1997, the lawsuit was

25
<PAGE> 36

removed to the U.S. District Court for the Southern District of Georgia, and in
October, 1997, the lawsuit was remanded to the Superior Court of Richmond
County. Later in October 1997, the defendants, including the Company, answered
the complaint, denied liability and asserted numerous affirmative defenses. In
February 1998, the Superior Court of Richmond County transferred the lawsuit to
the Superior Court of Gwinnett County, Georgia, and certified the transfer order
for immediate appellate review. Also in February 1998, plaintiffs served an
application for appellate review of the transfer order; defendants subsequently
opposed that application; and later in February 1998, the Court of Appeals of
the State of Georgia granted plaintiffs' application for appellate review.
Pending appeal proceedings in the trial court have been stayed. The Company
intends to vigorously contest the litigation.

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

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

The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "1934 Act"), as amended, and 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, N.W.,
Washington, D.C. and at the Commission's Regional Offices located at Seven World
Trade Center, New York, New York 10048, and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

Under the Securities Act of 1933, the Company has filed with the Commission a
registration statement (the "Registration Statement") 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 the exhibits, and reference is hereby made to
such Registration Statement and exhibits for further information relating to the
Company and the Contracts. The Registration Statement and the exhibits may be
inspected and copied as described above. Although the Company does furnish the
Annual report on Form 10-K for the year ended December 31, 1997 to owners of
contracts or certificates, the Company does not plan to furnish subsequent
annual reports containing financial information to the owners of contracts or
certificates described in this Prospectus.

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

The Company's latest Annual Report on Form 10-K has been filed with the
Commission pursuant to Section 15(d) of the 1934 Act. The Company's most recent
Form 10-Q and Form 8-K, in addition to Form 10-K, are incorporated by reference
into this Prospectus and copies must accompany this Prospectus.

The Form 10-K for the fiscal year ended December 31, 1997 contains additional
information about the Company, including audited financial statements for the
Company's latest fiscal year. It was filed on March 24, 1998 via Edgar; File No.
33-03094.

The Form 10-Q for the fiscal quarter ended September 30, 1998 includes updated
audited financial statements, and was filed via Edgar; File No. 33-03094. The
Form 8-K includes information

26
<PAGE> 37

regarding recent material events affecting the Company, and was filed on April
22, 1998 via Edgar; File No. 33-03094.

If requested, the Company will furnish, without charge, to each person to whom a
copy of this Prospectus is delivered, a copy of the documents referred to above
which have been incorporated by reference in the Prospectus, other than exhibits
to the documents (unless such exhibits are specifically incorporated by
reference in such documents). Any such requests should be directed to The
Travelers Insurance Company, One Tower Square, Hartford, Connecticut 06183-5030,
Attention: Annuity Services. The telephone number is (860) 422-3985. You may
also obtain copies of any documents, incorporated by reference into this
prospectus by accessing the SEC's website (http://www.sec.gov).

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

The Financial Statements for the Company are located in the Statement of
Additional Information. Because Separate Account Five is new, it does not yet
have a financial statement.

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<PAGE> 38

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

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

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

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

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

Copies of the Statement of Additional Information dated December 3, 1998 (Form
No. 21256S) are available without charge. To request a copy, please clip this
coupon on the dotted line above, enter your name and address in the spaces
provided below, and mail to: The Travelers Insurance Company, Annuity Services,
One Tower Square, Hartford, Connecticut 06183-9061.

Name:

Address:

A-1
<PAGE> 39

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

WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT

(This waiver is not available if the Annuitant is age 71
or older on the date the Contract is issued.)

If, after the first contract year and prior to the maturity date of the
Contract, the annuitant begins confinement in an Eligible Nursing Home, and
remains confined for the qualifying period, you may make a total or partial
withdrawal, subject to the maximum withdrawal amount described below, without
incurring a Withdrawal Charge. In order for the Withdrawal Charge to be waived,
the withdrawal must be made during continued confinement in an Eligible Nursing
Home after the qualifying period has been satisfied, or within sixty (60) days
after such confinement ends. The qualifying period is confinement in an Eligible
Nursing Home for ninety (90) consecutive days. We will require proof of
confinement in a form satisfactory to us, which may include certification by a
licensed physician that such confinement is medically necessary.

An Eligible Nursing Home is defined as an institution or special nursing unit of
a hospital which:

(a) is Medicare approved as a provider of skilled nursing care services; and

(b) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.

Meets all of the following standards:

(a) is licensed as a nursing care facility by the state in which it is licensed;

(b) is either a freestanding facility or a distinct part of another facility
such as a ward, wing, unit or swing-bed of a hospital or other facility;

(d) provides, as a primary function, nursing care and room and board; and
charges for these services;

(e) care is provided under the supervision of a licensed physician, registered
nurse (RN) or licensed practical nurse (LPN);

(f) may provide care by a licensed physical, respiratory, occupational or speech
therapist; and

(g) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.

FILING A CLAIM: You must provide the Company with written notice of a claim
during continued confinement following completion of the qualifying period, or
within sixty days after such confinement ends.

The maximum withdrawal amount available without incurring a Withdrawal Charge is
the contract value on the next valuation date following written proof of claim,
less any purchase payments made within a one year period prior to the date
confinement in an Eligible Nursing Home begins, less any additional purchase
payments made on or after the Annuitant's 71st birthday.

Any withdrawal requested which falls under the scope of this waiver will be paid
as soon as we receive proper written proof of your claim, and will be paid in a
lump sum. You should consult with your personal tax adviser regarding the
taxable nature of any withdrawals taken from your contract.

B-1
<PAGE> 40

APPENDIX C
- --------------------------------------------------------------------------------

MARKET VALUE ADJUSTMENT

If you (the Annuitant) have selected any period certain option, you may elect to
surrender a payment equal to a portion or all of the present value of the
remaining period certain payments any time after the first contract year. There
is a surrender charge of 5% of the amount withdrawn under this option.

For fixed annuity payments, we calculate the present value of the remaining
period certain payments using a current interest rate. The current interest rate
is the then current annual rate of return offered by Us on new Fixed Annuity
period certain only annuitizations for the amount of time remaining in the
certain period. If the period of time remaining is less than the minimum length
of time for which we offer a new Fixed Annuity Period Certain Only
Annuitization, then the interest rate will be the rate of return for that
minimum length of time.

The formula for calculating the Present Value is as follows:

Present Value =LOGO[Payment(s) X (1/1 + iC)(t/365)]
Where
iC = the interest rate described above
n = the number of payments remaining in the contract owner's certain
period at the time of request for this benefit
t = number of days remaining until that payment is made, adjusting for
leap years.

If you request a percentage of the total amount available, the remaining period
certain payments will be reduced by that percentage for the remainder of the
certain period. After the certain period expires, any remaining payments will
increase to the level they would have been had no liquidation taken place.

Illustration:

<TABLE>
<S> <C>
Amount Annuitized: $12,589.80
Annuity Option: Life w/10 Year Certain
$1,000 Annually--first payment
Annuity Payments: immediately
</TABLE>

For the purposes of this illustration, assume after two years (immediately
preceding the third payment), you choose to receive full liquidity, and the
current rate of return which we are then crediting for 8 year fixed Period
Certain Only Annuitizations is 4.00%. The total amount available for liquidity
is calculated as follows:

1000 + (1000/1.04) + (1000/1.04)( 7/8)2 + (1000/1.04)( 7/8)3 + (1000/1.04)
( 7/8)4 + (1000/1.04)( 7/8)5+(1000/1.04)( 7/8)6 + (1000/1.04)( 7/8)7 = $7002.06

The surrender penalty is calculated as 5% of $7,002.06, or $350.10.

The net result to you after subtraction of the surrender penalty of $350.10
would be $6,651.95.

You would receive no more payments for 8 years. After 8 years, if you are still
living, you will receive $1000 annually until your death.

C-1
<PAGE> 41

L-21256 December, 1998
<PAGE> 42
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Registration Fees: $2,780.00 for $10,000,000 in interests of Fixed Account
Annuitization Options with a Market Value Adjustment Cash Out Feature.

Estimate of Printing Costs: $10,000

Cost of Independent Auditors: $5,000

Item 15. Indemnification of Directors and Officers

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

C.G.S. Section 33-778 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.

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

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> 43
Item 16. Exhibits

(a) Exhibits

1. Distribution and Principal Underwriting Agreement. (Incorporated
herein by reference to Exhibit 3(a) to the Registration
Statement on Form N-4, File No. 333-58783 filed November 3,
1998.)

2. None

3(i). Charter of The Travelers Insurance Company, as amended on
October 19, 1994. (Incorporated herein by reference to Exhibit
3(a) to the Registration Statement on Form N-4, File No.
333-40193 filed November 17, 1997).

3(ii). By-Laws of The Travelers Insurance Company, as amended on
October 20, 1994. (Incorporated herein by reference to Exhibit
3(b) to the Registration Statement on Form N-4, File No.
333-40193 filed November 17, 1997.)

4. Contracts. (Incorporated herein by reference to Exhibit 4 to the
Registration Statement on Form N-4, File No. 333-58783 filed
November 3, 1998.)

5. Opinion Re: Legality, Including Consent.

8. None.

10. None.

11. None

12. None

13. Incorporated by reference in to the text of the Prospectus.

15. None

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

23(b). 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, J.
Eric Daniels, George C. Kokulis, Robert I. Lipp, Ian R. Stuart,
Katherine M. Sullivan and Marc P. Weill.

27. Not Applicable
<PAGE> 44
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:

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

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) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement; Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price set represent no more than
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective registration statement, and

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.

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 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 as follows, pursuant to Item 512(h)
of Regulation S-K:

(h) Request 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 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> 45
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 December 28, 1998.

THE TRAVELERS INSURANCE COMPANY
(Registrant)

By:*Ian R. Stuart
Ian R. Stuart, Director
Senior 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 December 28, 1998.

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

*JAY S. BENET Director and Senior Vice President
(Jay S. Benet)

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

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

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

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

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

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

*By: /s/Ernest J. Wright, Attorney-in-Fact
<PAGE> 46
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
--- ----------- ----------------
<S> <C> <C>
1. Distribution and Principal Underwriting Agreement.
(Incorporated herein by reference to Exhibit 3(a) to the
Registration Statement on Form N-4, File No. 333-58783
filed November 3, 1998.)

3(i). Charter of The Travelers Insurance Company, as amended on October
19, 1994. (Incorporated herein by reference to Exhibit 3(a) to
the Registration Statement on Form N-4, File No. 333-40193 filed
November 13, 1997).

3(ii). By-Laws of The Travelers Insurance Company, as amended on October
20, 1994. (Incorporated herein by reference to Exhibit 3(b) to
the Registration Statement on Form N-4, File No. 333-40193 filed
November 13, 1997).

4. Contracts. (Incorporated herein by reference to Exhibit 4 to the
Registration Statement on Form N-4, File No. 333-58783 filed
November 3, 1998.)

5. Opinion Re: Legality, Including Consent. Electronically

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

23(b). Consent of Counsel (see Exhibit 5). See Exhibit 5

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

27. Not Applicable.
</TABLE>

<PAGE> 1
Exhibit 5 and 23(c)

December 21, 1998

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 Payout 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 Commission of the State of Connecticut.

2. The fixed payout annuity contracts covered by the above
Registration Statement, and all pre- and post-effective
amendments relating thereto, have been 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.

Very truly yours,

Katherine M. Sullivan
General Counsel
The Travelers Insurance Company

<PAGE> 1
EXHIBIT 23(a)

Consent of Independent Certified Public Accountants

The Board of Directors
The Travelers Insurance Company

We consent to the use of our reports included herein and incorporated by
reference and to the reference to our firm as experts under the heading
"Independent Accountants."

KPMG Peat Marwick LLP

Hartford, Connecticut
December 28, 1998

<PAGE> 1
FIXED ACCOUNT ANNUITIZATION OPTION

POWER OF ATTORNEY