TRAVELERS FUND UL FOR VARIABLE LIFE INSURANCE, 485BPOS, 1996-04-29

TRAVELERS FUND UL FOR VARIABLE LIFE INSURANCE
485BPOS, 1996-04-29

Previous: PETROLEUM HEAT & POWER CO INC, DEF 14A, 1996-04-29

Next: UCI MEDICAL AFFILIATES INC, S-8, 1996-04-29

<PAGE> 1

Registration Statement No. 2-88637

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 17
TO
FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

THE TRAVELERS FUND UL FOR VARIABLE LIFE INSURANCE
-------------------------------------------------
(Exact Name of Trust)

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

One Tower Square, Hartford, Connecticut 06183
----------------------------------------------
(Complete Address of Depositor's Principal Executive Offices)

Ernest J. Wright
Assistant Secretary
The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183
----------------------------
(Name and Complete Address of Agent for Service)

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

immediately upon filing pursuant to paragraph (b)
- ----
X on May 1, 1996 pursuant to paragraph (b)
- ----
60 days after filing pursuant to paragraph (a)(1)
- ----
on __________ pursuant to paragraph (a)(1)
- ----

Check the box if it is proposed that this filing will become effective in
_______ at _____ pursuant to Rule 487. ______

AN INDEFINITE AMOUNT OF VARIABLE UNIVERSAL LIFE INSURANCE CONTRACT UNITS WAS
REGISTERED PURSUANT TO RULE 24f-2 OF THE INVESTMENT COMPANY ACT OF 1940. A
RULE 24f-2 NOTICE FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 WAS FILED ON
FEBRUARY 29, 1996.
<PAGE> 2
RECONCILIATION AND TIE BETWEEN
FORM N-8B-2 AND THE PROSPECTUS

<TABLE>
<CAPTION>
Item No. of
Form N-8B-2 CAPTION IN PROSPECTUS
- ----------- ---------------------
<S> <C>
1 Cover page
2 Cover page
3 Not applicable
4 The Insurance Company; Distribution of the Contracts
5 The Travelers Fund UL for Variable Life Insurance
6 The Travelers Fund UL for Variable Life Insurance
7 Not applicable
8 Not applicable
9 Legal Proceedings and Opinion
10 Prospectus Summary; The Underlying Funds; The Contract; Contract Benefits
and Rights; Voting Rights; Dividends
11 Prospectus Summary; The Underlying Funds; Underlying Fund
Investment Advisers
12 Prospectus Summary; The Underlying Funds; Underlying Fund Investment
Advisers
13 Charges and Deductions; Distribution of the Contracts
14 The Contract
15 Allocation of Premium Payments
16 The Underlying Funds; Allocation of Premium Payments
17 Prospectus Summary; Cash Value and Cash Surrender Value; Exchange
Rights
18 The Underlying Funds; Charges and Deductions; Federal Tax Considerations
19 Statements to Contract Owners
20 Not applicable
21 Contract Loans
22 Not applicable
23 Not applicable
24 Not applicable
25 The Insurance Company
26 Not applicable
27 The Insurance Company
28 The Insurance Company; Management
29 The Insurance Company
30 Not applicable
31 Not applicable
32 Not applicable
33 Not applicable
34 Not applicable
35 Distribution of the Contracts
36 Not applicable
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
Item No. of
Form N-8B-2 CAPTION IN PROSPECTUS
- ----------- ---------------------
<S> <C>
37 Not applicable
38 Distribution of the Contracts
39 The Insurance Company; Distribution of the Contracts
40 Not applicable
41 The Insurance Company; Distribution of the Contracts
42 Not applicable
43 Not applicable
44 Allocation of Premium Payments; Accumulation Unit Values
45 Not applicable
46 Cash Value and Cash Surrender Value
47 The Underlying Funds
48 Not applicable
49 Not applicable
50 Not applicable
51 Prospectus Summary; The Insurance Company; The Contract; Contract
Benefits and Rights; Beneficiary
52 The Underlying Funds; Underlying Fund Investment Advisers
53 Federal Tax Considerations
54 Not applicable
55 Not applicable
56 Not applicable
57 Not applicable
58 Not applicable
59 Not applicable
</TABLE>
<PAGE> 4

THE TRAVELERS MARKETLIFE(SM)

INDIVIDUAL VARIABLE UNIVERSAL LIFE INSURANCE POLICIES
THE TRAVELERS FUND UL FOR VARIABLE LIFE INSURANCE
PROSPECTUS

MAY 1, 1996
The Travelers Insurance Company, One Tower Square, Hartford, Connecticut 06183
Telephone: (800) 334-4298
<PAGE> 5

PROSPECTUS

This Prospectus describes The Travelers MarketLife(sm), an individual variable
universal (flexible premium) life insurance Policy (the "Policy") offered by The
Travelers Insurance Company (the "Company") and funded by The Travelers Fund UL
for Variable Life Insurance ("Fund UL"). A Policy Owner may choose the amount of
life insurance coverage desired with a minimum Stated Amount of $50,000. The
premium payment may be allocated by the Policy Owner to one or more of the
mutual funds underlying Fund UL (the "Investment Options").

The Policy has a Right to Cancel Period during which the Applicant may return
the Policy to the Company for a refund. The Right to Cancel Period expires on
the latest of ten days after you receive the Policy, ten days after we mail or
deliver to you a written Notice of Right to Cancel, or 45 days after the
Applicant signs the application for insurance.

There is no guaranteed minimum Cash Value for a Policy. The Cash Value of the
Policy will vary to reflect the investment performance of the Investment Options
to which premium payments have been allocated, and the Policy Owner bears the
investment risk for all amounts so allocated. Additionally, the Cash Value is
reduced by the various fees and charges assessed under the Policy, as set forth
in this Prospectus. The Policy will remain in effect for as long as the Cash
Surrender Value is sufficient to pay the monthly charges imposed under the
Policy subject to the Continuation of Insurance provision of the Policy, or for
such longer period as may be provided under the Lapse Protection Guarantee.

A Policy Owner will have two options with respect to the death benefit under the
Policy -- the "Level Option" and the "Variable Option." Under either option, the
death benefit will never be less than the Stated Amount (less any outstanding
Policy loans or Monthly Deduction Amounts due and unpaid). A Policy Owner may
also elect to change the death benefit option, subject to certain conditions.

It may not be advantageous to replace your existing life insurance policy or
supplement an existing flexible premium variable life insurance policy with the
Policy described in this Prospectus.

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

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR
EACH OF THE INVESTMENT OPTIONS. EACH OF THE INVESTMENT OPTION PROSPECTUSES ARE
INCLUDED WITH THE PACKAGE CONTAINING THIS PROSPECTUS. ALL PROSPECTUSES SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.

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

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

THE DATE OF THIS PROSPECTUS IS MAY 1, 1996.
<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<S> <C>
Glossary of Special Terms............................................................. 4-5
Prospectus Summary.................................................................... 6-8
The Insurance Company................................................................. 9
The Policy............................................................................ 9
Policy Application.................................................................. 9
Beneficiary......................................................................... 10
Assignment.......................................................................... 10
Allocation of Premium Payments...................................................... 10
Right to Cancel..................................................................... 10
Statements to Policy Owners......................................................... 10
Charges and Deductions................................................................ 11
Charges Against Premium............................................................. 11
Front-End Sales Charge........................................................... 11
State Premium Tax Charge......................................................... 11
Monthly Deduction Amount............................................................ 11
Cost of Insurance Charge......................................................... 11
Policy Administrative Charge..................................................... 11
Charges for Supplemental Benefit Provisions...................................... 12
Charges Against the Separate Account................................................ 12
Mortality and Expense Risk Charge................................................ 12
Administrative Expense Charge.................................................... 12
Charges Against the Investment Options.............................................. 12
Surrender Charges................................................................... 12
Percent of Premium Charge........................................................ 12
Per Thousand of Stated Amount Charge............................................. 13
Maximum Sales Charges............................................................... 13
Reduction or Elimination of Charges................................................. 14
Transaction Charge.................................................................. 14
Policy Benefits and Rights............................................................ 14
Cash Value and Cash Surrender Value................................................. 14
Policy Loans........................................................................ 15
Lapse and Reinstatement............................................................. 16
Lapse Protection Guarantee.......................................................... 16
Exchange Rights..................................................................... 16
Death Benefit......................................................................... 16
Changes in Death Benefit Option.................................................. 18
Payment Options.................................................................. 18
Limit on Right to Contest and Suicide Exclusion.................................. 19
Misstatement as to Sex and Age................................................... 19
Changes in Stated Amount......................................................... 19
Maturity and Maturity Extension Benefits......................................... 20
</TABLE>

2
<PAGE> 7

<TABLE>
<S> <C>
The Separate Account and the Investment Options....................................... 20
The Travelers Fund UL for Variable Life Insurance................................... 20
The Investment Options.............................................................. 21
Investment Objective............................................................. 21
Investment Adviser/Sub-Adviser................................................... 21
General............................................................................. 24
Accumulation Unit Values............................................................ 24
Mixed and Shared Funding............................................................ 25
Substitution........................................................................ 25
Transfer of Cash Value.............................................................. 25
Dollar-Cost Averaging............................................................... 26
Performance Information............................................................... 26
Example of Policy Charges............................................................. 30
Miscellaneous......................................................................... 30
Voting Rights....................................................................... 30
Disregard of Voting Instructions.................................................... 31
Suspension of Valuation............................................................. 31
Dividends........................................................................... 31
Distribution........................................................................ 31
Legal Proceedings and Opinion....................................................... 31
Independent Accountants............................................................. 31
Registration Statement.............................................................. 32
Federal Tax Considerations............................................................ 32
General............................................................................. 32
Taxation of the Company............................................................. 32
Tax Consequences of Life Insurance Policies......................................... 32
Tax Consequences of Modified Endowment Contracts.................................... 33
Investor Control.................................................................... 34
Management............................................................................ 35
Senior Officers of the Travelers Insurance Company.................................... 36
Illustrations......................................................................... 36
Appendix
A -- Annual Minimum Premiums.......................................................... 46
B, B(1), B(2) -- Surrender Charges.................................................... 47
C -- Current Monthly Administrative Charge............................................ 50
C(1) -- Guaranteed Monthly Administrative Charge...................................... 52
Financial Statements -- Fund UL
Financial Statements -- The Travelers
Insurance Company
</TABLE>

3
<PAGE> 8

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

The following terms are used throughout the Prospectus, and have the indicated
meanings:

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

ANNUAL MINIMUM PREMIUM -- the Policy Owner must pay a first premium greater than
or equal to one-quarter of this amount for the Policy to be issued. (Please
refer to Appendix A.)

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

CASH SURRENDER VALUE -- the Cash Value less any outstanding Policy loan and
surrender charges.

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

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

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

INSURED -- the person on whose life the Policy is issued.

INVESTMENT OPTIONS -- the segments of the Separate Account or Portfolio to which
you may allocate premiums or Cash Value under Fund UL.

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

LAPSE PROTECTION GUARANTEE -- a benefit which provides that the Policy will not
lapse during the first three Policy Years if a required amount of premium is
paid.

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

MATURITY DATE -- The anniversary of the Policy Date on which the Insured is age
95.

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

MONTHLY DEDUCTION AMOUNT -- the amount of charges deducted from the Policy's
Cash Value which includes Cost of Insurance charges, administrative charges, and
any charges for supplemental benefits.

MONTHLY PREMIUM THRESHOLD -- an amount shown on the Policy Summary page, the
cumulative amount of which must be paid during the first three Policy Years in
order for the Lapse Protection Guarantee to be in effect.

NET AMOUNT AT RISK -- an amount equal to the Death Benefit minus the Cash Value.

NET PREMIUM -- the amount of each premium payment applied to purchase
Accumulation Units under the Policy, less the deduction of front-end sales
charges and premium tax charges.

PLANNED PREMIUM -- the amount of premium which the Policy Owner chooses to pay
to the Company on a scheduled basis, and for which the Company will bill the
Policy Owner, either annually, semiannually or through automatic monthly
checking account deductions.

POLICY DATE -- the date on which the Policy, benefits and provisions of the
Policy become effective.

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

4
<PAGE> 9

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

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

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

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

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

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

5
<PAGE> 10

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

WHAT IS VARIABLE UNIVERSAL LIFE INSURANCE?

The Flexible Premium Variable Universal Life Insurance Policy is designed to
provide insurance protection on the life of the Insured and to build Cash Value.
Like other life insurance it provides an income-tax free death benefit that is
payable to the Beneficiary upon the Insured's death. Unlike traditional,
fixed-premium life insurance, the Policy allows you, as the owner, to allocate
your premium, or transfer Cash Value to various Investment Options. These
Investment Options include equity, bond, money market and other types of
portfolios. Your Cash Value may increase or decrease daily, depending on
investment return. There is no minimum amount guaranteed as it would be in a
traditional life insurance policy.

SUMMARY OF MARKETLIFE FEATURES

INVESTMENT OPTIONS: You have the ability to choose from a wide variety of
well-known Investment Options. These professionally managed stock, bond and
money market funding options cover a broad spectrum of investment objectives and
risk tolerance. Currently, the following Investment Options (subject to state
availability) are available under Fund UL:

<TABLE>
<S> <C> <C>
AIM CAPITAL APPRECIATION PORTFOLIO TEMPLETON ASSET ALLOCATION FUND
ALLIANCE GROWTH PORTFOLIO TEMPLETON BOND FUND
DREYFUS STOCK INDEX FUND TEMPLETON STOCK FUND
FIDELITY'S ASSET MANAGER PORTFOLIO TRAVELERS CAPITAL APPRECIATION FUND
FIDELITY'S EQUITY-INCOME PORTFOLIO TRAVELERS CASH INCOME TRUST
FIDELITY'S GROWTH PORTFOLIO TRAVELERS MANAGED ASSETS TRUST
TRAVELERS U.S. GOVERNMENT SECURITIES
FIDELITY'S HIGH INCOME PORTFOLIO PORTFOLIO
MFS TOTAL RETURN PORTFOLIO TRAVELERS ZERO COUPON BOND PORTFOLIO 1998
SMITH BARNEY HIGH INCOME PORTFOLIO TRAVELERS ZERO COUPON BOND PORTFOLIO 2000
SMITH BARNEY INCOME AND GROWTH PORTFOLIO TRAVELERS ZERO COUPON BOND PORTFOLIO 2005
SMITH BARNEY TOTAL RETURN PORTFOLIO UTILITIES PORTFOLIO
</TABLE>

For more information, including the investment objectives and investment
advisers, refer to page 20, and the prospectuses for each Investment Option.

PREMIUMS: When applying for your Policy, you state how much you intend to pay,
and whether you will pay annually, semiannually or monthly via checking account
deductions. You may also make unscheduled premium payments in any amount. No
premium payments will be accepted if receipt of such premiums would disqualify
the Policy as life insurance under applicable federal tax laws. (p. 9)

You indicate on your application what percentage of each Net Premium you would
like allocated to the Investment Options. You may change your allocations by
writing to the Company or by calling 1-800-334-4298.

During the underwriting period, any premium paid will be held in a non-interest
bearing account. After the Policy Date and until the applicants' right to cancel
has expired, your Net Premium will be invested in Cash Income Trust. After that,
the value will be distributed to each Investment Option in the percentages
indicated on your application.

RIGHT TO EXAMINE POLICY: You may return your Policy for any reason and receive
a full refund of your premium by mailing us the Policy and a written request for
cancellation within a specified period (p. 10).

6
<PAGE> 11

CHARGES AND DEDUCTIONS: Your Policy is subject to the following charges, which
compensate the Company for administering and distributing the Policy as well as
paying Policy benefits and assuming related risks:

POLICY CHARGES:

- PREMIUM EXPENSE CHARGE -- A sales charge and a premium tax charge are
applied to each premium based on the size of your Policy.

<TABLE>
<CAPTION>
TOTAL
STATED SALES PREMIUM PREMIUM
AMOUNT CHARGE TAX EXPENSE
- --------------------- ------ ------- -------
<S> <C> <C> <C>
less than $500,000 2.5% 2.5% 5.0%
$500,000 to $999,999 2.0% 2.5% 4.5%
$1,000,000 and over 0% 2.5% 2.5%
</TABLE>

This charge pays some distribution expenses and state and local premium taxes
(p. 11).

- MONTHLY DEDUCTION -- deductions taken from the value of your Policy each
month to cover cost of insurance charges, Policy administrative charges
and charges for optional benefits (p. 11).

- SURRENDER CHARGE -- applies if you surrender your Policy for its full
Cash Value or the Policy lapses, during the first 10 years and for 10
years after requesting an increase in coverage. The surrender charge
consists of a percent of premium charge and a per thousand of face amount
charge (p. 12).

- PARTIAL SURRENDER CHARGE -- applies if you surrender part of the value of
your Policy (p. 12).

ASSET-BASED CHARGES:

- MORTALITY AND EXPENSE RISK CHARGE -- applied to the assets of the
Investment Options on a daily basis which equals an annual rate of .80%
for the first fifteen years and .45% thereafter (p. 12). (For Policies
issued prior to July 1, 1995, the charge is 0.60% for all Policy Years.)

- ADMINISTRATIVE CHARGE -- applies to the assets of the Investment Options
on a daily basis which equals an annual rate of .10% for the first
fifteen years and 0% thereafter (p. 12). (For Policies issued prior to
July 1, 1995, the charge is no administrative charge.)

- FUND INVESTMENT MANAGEMENT FEES -- the purchase of shares of the
Investment Options happens on a net asset value basis. The shares
purchased already reflect the deduction of investment advisory fees and
other expenses.

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

- LEVEL OPTION (OPTION 1): the death benefit will be equal to the Stated
Amount or the Minimum Amount Insured.

- VARIABLE OPTION (OPTION 2): the death benefit will be equal to the
greater of the Stated Amount of the Policy plus the Cash Value or the
Minimum Amount Insured.

POLICY VALUES: As with other types of insurance policies, MarketLife will
accumulate a Cash Value. The Cash Value of the Policy will increase or decrease
to reflect the investment experience of the Investment Options. Monthly charges
and any partial surrenders taken will also decrease the Cash Value. There is no
minimum guaranteed Cash Value.

- ACCESS TO POLICY VALUES: You may borrow against your Policy's Cash
Surrender Value. The maximum loan amount allowable is 90% of the Cash
Surrender Value. After year 13, the

7
<PAGE> 12

Company offers zero net cost loans (p. 15). (For Policies issued prior to
July 1, 1995, the maximum loan allowed is 80% of the Cash Surrender
Value.)

You may cancel a portion of your Policy while the Insured is living and receive
a portion of the Cash Surrender Value. You may also cancel the entire Policy to
receive the full Cash Surrender Value. Depending on the amount of time the
Policy has been in force, there may be a charge for the partial or full
surrender (p. 12).

TRANSFERS OF POLICY VALUES: You may transfer all or a portion of your Cash
Value among the Investment Options. You may do this by writing to the Company or
calling 1-800-334-4298 (p. 25).

You can use automated transfers to take advantage of dollar cost
averaging -- investing a fixed amount at regular intervals. For example, you
might have a set amount transferred from a relatively conservative Investment
Option to a more aggressive one, or several others (p. 26).

LAPSE PROTECTION GUARANTEE: This guarantees that, regardless of the performance
of the Investment Options that you select, your Policy will remain in effect for
the first three Policy Years. You are required to pay at least the cumulative
applicable Monthly Premium Threshold displayed on your Policy's Contract Summary
page. Any loans or partial surrenders are deducted from premium paid to
determine if the Lapse Protection Guarantee is in effect.

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

EXCHANGE RIGHTS: During the first two Policy Years, you can exchange this
Policy for one that provides benefits that do not vary with the investment
return of the Investment Options (p. 16).

TAX CONSEQUENCES: Currently, the federal tax law excludes all Death Benefit
payments from the gross income of the Beneficiary (p. 32). At any point in time,
the Policy may become a modified endowment contract ("MEC"). A MEC has an
income-first taxation of all loans, pledges, collateral assignments or partial
surrenders. A 10% penalty tax may be imposed on such income distributed before
the Policy Owner attains age 59 1/2. The Company has established safeguards for
monitoring whether a Policy may become a MEC (p. 33).

8
<PAGE> 13

THE INSURANCE COMPANY
- --------------------------------------------------------------------------------

The Travelers Insurance Company (the "Company") is a stock insurance company
chartered in 1864 in Connecticut and has been engaged in the insurance business
since that time. The Company writes individual life insurance and individual and
group annuity contracts on a non-participating basis, and acts as depositor for
Fund UL. The Company is licensed to conduct life insurance business in all
states of the United States, the District of Columbia, Puerto Rico, Guam, the
U.S. and British Virgin Islands, and the Bahamas. The Company's obligations as
depositor for Fund UL may not be transferred without notice to and consent of
Policy Owners.

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

The Company is subject to Connecticut law governing insurance companies and is
regulated and supervised by the Connecticut Commissioner of Insurance. An annual
statement in a prescribed form must be filed with the Commissioner on or before
March 1 in each year covering the operations of the Company for the preceding
year and its financial condition on December 31 of such year. The Company's
books and assets are subject to review or examination by the Commissioner, and a
full examination of its operations is conducted at least once every four years.
In addition, the Company is subject to the insurance laws and regulations of any
jurisdiction in which it sells its insurance Policies, as well as to various
federal and state securities laws and regulations.

THE POLICY
- --------------------------------------------------------------------------------

The Policy described in this Prospectus is both an insurance product and a
security. The Policy is first and foremost a life insurance Policy with death
benefits, Cash Values and other features traditionally associated with life
insurance. The Policy is deemed to be "variable" because unlike the fixed
benefits of an ordinary whole life insurance Policy, the Cash Value and, under
certain circumstances, the Death Benefit of the Policy may increase or decrease
depending on the investment experience of the Investment Options to which the
Premium Payment has been allocated. As an insurance product, the Policy is
subject to the insurance laws and regulations of each state or jurisdiction in
which it is available for distribution.

THE POLICY APPLICATION

Individuals wishing to purchase a Policy must submit an application to the
Company. As with traditional insurance Policies, a Policy Owner may state the
amount of insurance desired (the "Stated Amount"), which amount may not be less
than $50,000. A Policy Owner may request an increase or decrease in the Stated
Amount of the Policy in writing from time to time. (See "Changes in Stated
Amount," page 19.) No change in the terms or conditions of the Policy will be
made without the consent of the Policy Owner.

A Policy will be issued only on the life of an Insured who supplies evidence of
insurability satisfactory to the Company. Acceptance is subject to the Company's
underwriting rules.

No premium payments will be accepted if receipt of such premiums would
disqualify the Policy as life insurance.

Insurance coverage under a Policy will begin only after the Applicant has
satisfied all outstanding underwriting delivery requirements, and after the
Company has received the first premium. The Policy Date is the date used to
determine all future cyclical transactions on the Policy, e.g., Deduction Dates,
Policy Months and Policy Years. The Policy Date may be prior to, or the same
date as, the date on which the Policy is issued (the "Issue Date"). During the
underwriting period, any premium paid under the Policy will be held in a
non-interest bearing suspense account.

9
<PAGE> 14

BENEFICIARY

The Applicant names the Beneficiary in the application for the Policy. The
Policy Owner may change the Beneficiary (unless irrevocably named) during the
Insured's lifetime by sending a written request to the Company. If no
Beneficiary is living when the Insured dies, the Death Benefit will be paid to
the Policy Owner, if living; otherwise, the Death Benefit will be paid to the
Policy Owner's estate.

ASSIGNMENT

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

ALLOCATION OF PREMIUM PAYMENTS

The first premium will be applied to the Policy on the later of the Policy Date
or the date it is received at the Company's Home Office. During the Applicant's
Right to Cancel Period, the Company will allocate Net Premiums to the Cash
Income Trust. At the end of the Applicant's Right to Cancel Period, the account
value in Cash Income Trust will be allocated (in whole percentages) among the
Investment Option(s) selected on the Application to purchase Accumulation Units.
Net Premium payments received on or after the expiration of the Applicant's
Right to Cancel Period will be allocated among the Investment Options to
purchase Accumulation Units in such Investment Options as directed by the Policy
Owner or, in the absence of directions, as stated in the original application.
The number of Accumulation Units of each Investment Option to be credited to the
Policy once a Premium Payment has been received by the Company will be
determined by dividing the Premium Payment applied to the Investment Option by
the Accumulation Unit Value of the Investment Option next computed following
receipt of the payment.

RIGHT TO CANCEL

An Applicant has a limited right to return the Policy for cancellation by
returning the Policy, by mail or personal delivery, to the Company or to the
agent who sold the Policy. The Policy must be returned either (1) within 10 days
after delivery of the Policy to the Policy Owner, (2) within 45 days of
completion of the Policy application, or (3) within 10 days after the Notice of
Right to Cancel has been mailed or delivered to the Applicant whichever is
latest. The Company will return to the Applicant a refund of the greater of all
premium payments paid for the Policy, or the sum of (1) the difference between
the premium paid, including any fees or charges, and the amounts allocated to
the Investment Option(s), (2) the value of the amounts allocated to the
Investment Option(s) on the date on which the Company receives the returned
Policy, and (3) any fees and other charges imposed on amounts allocated to the
Investment Option(s).

STATEMENTS TO POLICY OWNERS

The Company will maintain all records relating to Fund UL and the Investment
Options. At least once in each Policy Year, the Company will send to Policy
Owners a statement containing the following information: (1) the Stated Amount
and the Cash Value of the Policy (indicating the number of Accumulation Units
credited to the Policy in each Investment Option and the corresponding
Accumulation Unit Value); (2) the date and amount of each premium payment; (3)
the date and amount of each Monthly Deduction; (4) the amount of any outstanding
Policy loan as of the date of the statement, and the amount of any loan interest
charged on the Loan Account; (5) the date and amount of any partial cash
surrenders and the amount of any partial surrender charges; (6) the annualized
cost of any supplemental benefits purchased under the Policy; and (7) a
reconciliation since the last report of any change in Cash Value and Cash
Surrender Value. The Company will also send any other reports required by any
applicable state or federal laws or regulations.

10
<PAGE> 15

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

CHARGES AGAINST PREMIUM

FRONT-END SALES CHARGE

Upon receipt of a Premium Payment, and before allocation of the payment among
the Investment Options, the Company deducts a front-end sales charge of 2.5%.
This charge is reduced to 2% for Policies with an initial Stated Amount of
$500,000 or more, and to 0% for Policies with an initial Stated Amount of
$1,000,000 or more. Additional sales charges may be assessed upon any full or
partial surrender. (See "Surrender Charges" page 12.)

Sales charges are intended to cover the Company's actual sales expenses,
including agent sales commissions, advertising and the printing of the
prospectuses. The Company expects to recover the sales expenses of a Policy. To
the extent sales expenses are not covered by the sales charges, the Company will
recover such expenses from its surplus. This surplus may include profit from the
mortality and expense risk charge.

STATE PREMIUM TAX CHARGE

A charge of 2.5% of each premium payment will be deducted for state premium
taxes (except for Policies issued in the Commonwealth of Puerto Rico where no
premium tax is deducted). These taxes vary from state to state and currently
range from 0.75% to 3.5%; 2.5% is an average. Because there is a range of
premium taxes, a Policy Owner may pay a premium tax charge that is higher or
lower than the premium tax actually assessed in his or her jurisdiction.

The Company also reserves the right to charge the assets of each Investment
Option for a reserve for any income taxes payable by the Company on the assets
attributable to that Investment Option. (See "Federal Tax Considerations," page
32.)

MONTHLY DEDUCTION AMOUNT

The Company will deduct from the Cash Value of the Policy a Monthly Deduction
Amount to cover certain charges and expenses incurred in connection with the
Policy. The Monthly Deduction Amount will be deducted pro rata from each of the
Investment Options values attributable to the Policy on the first day of each
Policy Month (the "Deduction Date"), commencing on the Policy Date. The dollar
amount of the Deduction Amount will vary from month to month. The following is a
summary of monthly charges and expenses which make up the Monthly Deduction
Amount:

COST OF INSURANCE CHARGE

Cost of Insurance is deducted from the Policy Cash Value on a monthly basis. The
amount of deduction is a function of the amount of insurance coverage on the
date of the deduction and the current cost per dollar for insurance coverage.
The cost per dollar of insurance coverage varies annually and is based on age,
sex and risk class of the Insured.

POLICY ADMINISTRATIVE CHARGE

For the first three Policy Years, a monthly administrative charge is deducted
from the Cash Value of the Policy. This charge also applies to any increase in
the Stated Amount excluding Cost of Living Adjustments and increases in Stated
Amounts due to Death Benefit Option changes. This charge is used to cover
expenses associated with issuing the Policy.

The amount charged varies by Policy and will be stated in the Policy. The charge
currently varies by issue age, Stated Amount and smoker/non-smoker
classification (see Appendix C for chart of current charges). The current Policy
administrative charge are lower than the guaranteed maximum charge (see Appendix
C(1) for the guaranteed maximum charges).

11
<PAGE> 16

CHARGES FOR SUPPLEMENTAL BENEFIT PROVISIONS

The Company will include a supplemental benefits charge in the Monthly Deduction
Amount if the Policy Owner has elected any of the following supplemental benefit
provisions: Waiver of Monthly Deduction Rider, Child Term Rider, and Primary or
Other Insured Term Rider. The amount of this charge will vary depending upon the
actual supplemental benefits selected.

CHARGES AGAINST THE SEPARATE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE

A daily charge is deducted from Fund UL for mortality and expense risks. For
Policies issued before July 12, 1995, the current charge is at an annual rate of
0.60% of the assets of the Separate Account, however, the Policy provides that
the maximum charge will not exceed 0.80%. For Policies issued after July 12,
1995, this charge is at an annual rate of 0.80% for the first fifteen (15)
Policy Years, and 0.45% thereafter. The mortality risk assumed is that the cost
of insurance charge specified in the Policy may be insufficient to meet actual
claims. The expense risk assumed is that expenses incurred in issuing and
administering the Policies will exceed the administrative charges set forth in
the Policy. If all money collected by the Company from this charge is not needed
to cover the mortality and expenses costs, the excess will be contributed to the
Company's general account.

ADMINISTRATIVE EXPENSE CHARGE

The Company reserves the right to deduct a daily charge from Fund UL for
administrative expenses incurred by the Company. For Policies issued prior to
July 12, 1995, the maximum charge is 0.10% of the assets of the Separate
Account, however the Company does not currently assess a charge. For Policies
issued after July 12, 1995, the charge is equivalent on an annual basis to 0.10%
of the assets in the Investment Options for the first fifteen (15) Policy Years
and 0% thereafter. The administrative expense charge, is designed to cover
administrative costs associated with the maintenance of the Policies and the
maximum fee is set at a level which does not exceed the average expected cost of
the administrative services to be provided while the Policy is in force.

CHARGES AGAINST THE INVESTMENT OPTIONS

Fund UL purchases shares of the Investment Options at net asset value. The net
asset value of the Investment Option shares reflects investment advisory fees
and other expenses already deducted from the assets of the Investment Options.
The investment advisory fees and other expenses applicable to each of the
Investment Options are described in the individual prospectuses for the
Investment Options.

SURRENDER CHARGES

There are two types of contingent surrender charges that can apply under the
Policy: a Percent of Premium Charge and a Per Thousand of Stated Amount Charge.
These surrender charges are contingent because they only apply during the first
ten Policy Years (or the first ten years following an increase in Stated
Amount). Both charges apply upon a full surrender of the Policy. Only the
Percent of Premium Charge applies upon a partial surrender.

PERCENT OF PREMIUM CHARGE

A Percent of Premium surrender charge will be assessed upon a full or partial
surrender of the Policy during the first ten Policy Years (or during the first
ten years following an increase in Stated Amount). The charge will be the
smallest of:

(a) 6% of the amount of Cash Value being surrendered; or

(b) 6% of the amount of premiums actually paid within the five years
preceding the surrender; or

12
<PAGE> 17

(c) 9% of the total Annual Minimum Premiums for each full or partial Policy
Year during the five years preceding the surrender, whether paid or
not. (See Appendix A, "Annual Minimum Premiums.")

For example (as illustrated on page 40), a Policy with a Stated Amount of
$150,000 for a 45-year old male who pays a premium of $1,969 per year for five
years (a total of $9,845), and then fully surrenders the Policy for its Cash
Value of $7,466 (assuming a 6% rate of return), the Percent of Premium surrender
charge would be $448, because (a) is $448 (6% of $7,466); (b) is $591 (6% of the
$9,845 in premiums paid); and (c) is approximately $682 (9% of the annual
minimum premium for five years). The smallest, $448, is the applicable charge.

PER THOUSAND OF STATED AMOUNT CHARGE

A Per Thousand of Stated Amount surrender charge is imposed on full surrenders,
but not on partial surrenders, and applies only during the first ten Policy
Years or the ten years following an increase in Stated Amount (other than an
increase due to a Cost of Living Adjustment or a change in Death Benefit
Option). The charge is equal to a specified dollar amount for each $1,000 of
Stated Amount to which it applies, and will apply only to that portion of the
Stated Amount (except for increases excluded above) which has been in effect for
less than ten years.

The Per Thousand of Stated Amount Charge varies by Stated Amount and original
issue age, and increases with the issue age of the Insured. For Stated Amounts
of $499,999 or less, this charge varies in the first year from $2.04 per $1,000
of Stated Amount for issue ages of 4 years or less, to $25.40 per $1,000 of
Stated Amount for issue ages of 65 years or higher. The charge is lower for
Stated Amounts over $499,999, and even lower for Stated Amounts over $999,999.

Additionally, the charge decreases by 10% each year over the ten-year period.
For example, for a 45-year old with a Stated Amount of $150,000, the charge in
the first year is $7.18 for each $1,000 of Stated Amount, or $1,077. The charge
decreases 10%, or approximately $0.72, each year, so in the fifth year, it is
$4.31 for each $1,000 of Stated Amount, or $646.50; in the tenth year, it is
$0.72 for each $1,000, or $108.

No more than 20% of the Per Thousand of Stated Amount Charge is a sales charge.
The remainder is designed to compensate the Company for administrative expenses
not covered by other administrative charges. The administrative expense
component of the Per Thousand of Stated Amount charge is set at a level which
does not exceed the average expected cost of the administrative services to be
provided while the Policy is in force. This administrative charge component of
the Surrender Charge may be reduced or eliminated when sales are made under
certain arrangements. (See "Reduction or Elimination of Sales Charges and
Administrative Charges" below.) The Per Thousand of Stated Amount surrender
charges are set forth in Appendix B, and have been further split into the sales
charge component and the administrative charge component in Appendices B(1) and
B(2), respectively.

MAXIMUM SALES CHARGES

Although the total sales charges assessed under the Policy will vary based on
issue age, sex, year of surrender, amount of premium paid and amount
surrendered, the maximum total sales charge for any Policy will never exceed
26.7% of the total premiums paid.

13
<PAGE> 18

As stated above, the front-end sales charge for a Policy with no full or partial
surrenders will never exceed 2.5% of actual premiums paid. The sales charges for
a Policy with full or partial surrenders will vary, but in no event will they
exceed the percentage of premiums paid as shown below.
<TABLE>
<CAPTION>
MAXIMUM SALES CHARGES
POLICY YEAR OF SURRENDER (AS A % OF PREMIUM PAYMENTS)

- ------------------------------------------------------------
<S> <C>
1 26.7%
2 24.9
3 23.1
4 21.2
5 19.4
6 16.1
7 14.4
8 12.5
9 10.6
10 8.8
11+ 2.5
</TABLE>

As the table demonstrates, the maximum sales charge for any Policy is less than
26.7% in every Policy Year other than the first (or in every year after the
first year following an increase). (See the illustrations for an example.)

REDUCTION OR ELIMINATION OF CHARGES

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

TRANSACTION CHARGE

The Company reserves the right to limit free transfers of Cash Value from one
Investment Option to another by the Policy Owner to four times in any Policy
Year, and to charge $10 for any additional transfers. There is currently no
charge for transfers.

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

CASH VALUE AND CASH SURRENDER VALUE

The Cash Value of a Policy changes on a daily basis and will be computed on each
Valuation Date. The Cash Value will vary to reflect the investment experience of
the Investment Options, as well as any partial Cash Surrenders, Monthly
Deduction Amount, daily Separate Account charges, and any additional premium
payments. There is no minimum guaranteed Cash Value.

The Cash Value of a particular Policy is related to the net asset value of the
Investment Options to which premium payments on the Policy have been allocated.
The Cash Value on any Valuation Date is calculated by multiplying the number of
Accumulation Units credited to the Policy in each Investment Options as of the
Valuation Date by the current Accumulation Unit Value of that Investment Option,
then adding the collective result for each of the Investment Options credited to
the Policy, and finally adding the value (if any) of the Loan Account. A Policy
Owner may withdraw Cash Value from the Policy, or transfer Cash Value among the
Investment Options on any day that the Company is open for business.

As long as the Policy is in effect, a Policy Owner may elect, without the
consent of the Beneficiary (provided the designation of Beneficiary is not
irrevocable), to surrender the Policy and receive its "Cash Surrender Value";
i.e., the Cash Value of the Policy determined as of the day the Company

14
<PAGE> 19

receives the Policy Owner's written request, less any outstanding Policy loan,
and less any applicable Surrender Charges. For full surrenders, the Company will
pay the Cash Surrender Value of the Policy within seven days following its
receipt of the written request, or on the date requested by the Policy Owner,
whichever is later. The Policy will terminate on the Deduction Date next
following the Company's receipt of the written request, or on the Deduction Date
next following the date on which the Policy Owner requests the surrender to
become effective, whichever is later.

In the case of partial surrenders, the Cash Surrender Value will be equal to the
net amount requested to be surrendered minus any applicable Surrender Charges.
The deduction from Cash Value for a partial surrender will be made on a pro rata
basis against the Cash Value of each of the Investment Options attributable to
the Policy (unless the Policy Owner states otherwise in writing).

In addition to reducing the Cash Value of the Policy, partial cash surrenders
will reduce the Death Benefit payable under the Policy. Under Option 1, the
Stated Amount of the Policy will be reduced by the amount of the partial cash
surrender. Under Option 2, the Cash Value, which is part of the Death Benefit,
will be reduced by the amount of the partial cash surrender. The Company may
require return of the Policy to record such reduction.

POLICY LOANS

A Policy Owner may obtain a cash loan from the Company secured by the Policy not
to exceed 90% of the Policy's Cash Value (determined on the day on which the
Company receives the written loan request), less any surrender penalties which
include a percent of premium charge and per thousand of Stated Amount charge, as
described on pages 10-11 in more detail. (For Policy loans taken prior to July
12, 1995, the loan amount will be 80% of the Policy's Cash Value.) No loan
requests may be made for amounts of less than $100. If there is a loan
outstanding at the time a subsequent loan request is made, the amount of the
outstanding loan will be added to the new loan request. The Company will charge
interest on the outstanding amounts of the loan, which interest must be paid in
advance by the Policy Owner. For Policies issued prior to July 1, 1995 (or where
state approval has not been received for the new Policy), during the first ten
Policy Years, the full Loan Account Value will be charged an annual interest
rate of 7.4% (6% in the Virgin Islands). During Policy Years 11, 12 and 13, 25%,
50% and 75% of the Loan Account Value, respectively, will be charged a reduced
rate of 3.85% (5.66% in New York and Massachusetts). Thereafter, 100% of the
Loan Account Value will be charged the reduced rate. For Policies issued after
July 12, 1995, during the first thirteen Policy Years, the full Loan Account
Value will be charged an annual interest rate of 7.4%; thereafter 3.85% will be
charged.

The amount of the loan will be transferred as of the date the loan is made on a
pro rata basis from each of the Investment Options attributable to the Policy
(unless the Policy Owner states otherwise) to another account (the "Loan
Account"). Amounts in the Loan Account will be credited by the Company with a
fixed annual rate of return of 4% (6% in New York and Massachusetts) and will
not be affected by the investment performance of the Investment Options. When
loan repayments are made, the amount of the repayment will be deducted from the
Loan Account and will be reallocated based upon premium allocation percentages
among the Investment Options applicable to the Policy (unless the Policy Owner
states otherwise). The Company will make the loan to the Policy Owner within
seven days after receipt of the written loan request.

An outstanding loan amount decreases the Cash Surrender Value. If a loan is not
repaid, it permanently decreases the Cash Surrender Value, which could cause the
Policy to lapse (see "Lapse and Reinstatement" below). For example, if a Policy
has a Cash Surrender Value of $10,000, the Policy Owner may take a loan of 90%
or $9,000, leaving a new Cash Surrender Value of $1,000. In addition, the Death
Benefit actually payable would be decreased because of the outstanding loan.
Furthermore, even if the loan is repaid, the Death Benefit and Cash Surrender

15
<PAGE> 20

Value may be permanently affected since the Policy Owner was not credited with
the investment experience of an Investment Option on the amount in the Loan
Account while the loan was outstanding. All or any part of a loan secured by a
Policy may be repaid while the Policy is still in effect.

LAPSE AND REINSTATEMENT

Except as provided below under "Lapse Protection Guarantee," the Policy will
remain in effect until the Cash Surrender Value of the Policy is insufficient to
cover the Monthly Deduction Amount. If such event occurs, the Company will give
written notice to the Policy Owner indicating that if the amount shown in the
notice (which will be sufficient to cover the Deduction Amount due) is not paid
within 61 days (the "Late Period"), the Policy may lapse. The Policy will
continue through the Late Period, but if no payment is forthcoming, it will
terminate at the end of the Late Period. If the person Insured under the Policy
dies during the Late Period, the Death Benefit payable under the Policy will be
reduced by the Monthly Deduction Amount due plus the amount of any outstanding
loan. (See "Death Benefit," below.)

If the Policy lapses, the Policy Owner may reinstate the Policy upon payment of
the reinstatement premium (and any applicable charges) shown in the Policy. A
request for reinstatement may be made at any time within three years of lapse
(unless a different period is required under applicable state law). The Net
Premium due upon reinstatement is at least one-quarter of the Annual Minimum
Premium, as shown in Appendix A, less any charges or fees, calculated as of the
Deduction Date next following receipt of premium by the Company. The Cash Value
of the Policy upon reinstatement will be equal to the Net Premium. In addition,
the Company reserves the right to require satisfactory evidence of insurability.

LAPSE PROTECTION GUARANTEE

Policy Owners may elect to have a Lapse Protection Guarantee benefit as part of
their Policy (as long as the Insured is not a substandard risk). The Lapse
Protection Guarantee benefit provides that if during the first three Policy
Years (the "Guarantee Period") the total premiums paid under the Policy, less
any Loan Account Value or partial surrenders, equal or exceed the cumulative
applicable Monthly Premium Threshold shown on the Policy Summary Page of the
Policy, a Lapse Protection Guarantee will be in effect. (This guarantee may not
be available in all jurisdictions.) This benefit provides that the Policy will
not lapse during the next Policy Month even if the Cash Surrender Value is
insufficient to pay the Monthly Deduction Amount due, provided the next Policy
Month is within the Guarantee Period. The Premium Threshold will change if the
Policy Owner makes a change in the Stated Amount or adds or eliminates
supplemental benefit riders under the Policy. In such event, the Company will
send the Policy Owner notice of the new applicable Premium Threshold which must
be met until the expiration of the Guarantee Period in order for the guarantee
to remain in effect.

EXCHANGE RIGHTS

Once the Policy is in effect, it may be exchanged at any time during the first
24 months after its issuance for a general account life insurance policy issued
by the Company (or an affiliated company) on the life of the Insured. Benefits
under the new life insurance policy will be as described in that policy. No
evidence of insurability will be required. The Policy Owner has the right to
select the same Death Benefit or Net Amount At Risk as the former Policy. Cost
of insurance rates will be based on the same risk classification as those of the
former Policy. Any outstanding Policy loan must be repaid before the Company
will make an exchange. In addition, there may be an adjustment for the
difference in Cash Value between the two Policies.

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

As with traditional life insurance Policies, the Death Benefit under the Policy
is the amount paid to the Beneficiary upon the Insured's death. The Death
Benefit will be reduced by any outstanding

16
<PAGE> 21

charges, fees and Policy loans. All or part of the Death Benefit may be paid in
cash or applied to one or more of the payment options described on page 19.

You may elect one of two Death Benefit options. As long as the Policy remains in
effect, the Company guarantees that the Death Benefit under either option will
not be less than the current Stated Amount of the Policy less any outstanding
Policy loan or Deduction Amount due but unpaid. The Death Benefit under either
option may vary with the Cash Value of the Policy. The Death Benefit uder either
option may vary with the Cash Value of the Policy. Under Option 1 (the "Level
Option"), the Death Benefit will be equal to the Stated Amount of the Policy or,
if greater, a specified multiple of Cash Value (the "Minimum Amount Insured").
Under Option 2 (the "Variable Option"), the Death Benefit will be equal to the
Stated Amount of the Policy plus the Cash Value (determined as of the date of
the Insured's death) or, if greater, the Minimum Amount Insured.

The Minimum Amount Insured is the amount required to qualify the Policy as a
life insurance Policy under the current federal tax law. Under that law, the
Minimum Amount Insured is equal to a stated percentage of the Cash Value of the
Policy determined as of the first day of each Policy Month. The percentages
differ according to the attained age of the Insured. The Minimum Amount Insured
will be set forth in the Policy and may change as federal income tax laws or
regulations change. The percentages used to calculate the Minimum Amount Insured
decrease after the age of 40. The following is a schedule of the applicable
percentages:

<TABLE>
<CAPTION>
% SHALL DECREASE
BY A RATABLE
PORTION
ATTAINED AGE FOR EACH FULL
- ------------------------ YEAR:
MORE BUT NOT ------------------
THAN MORE THAN FROM TO
- ---- --------- ---- ---
<S> <C> <C> <C>
0 40 250 250
40 45 250 215
45 50 215 185
50 55 185 150
55 60 150 130
60 65 130 120
65 70 120 115
70 75 115 105
75 90 105 105
90 95 105 100
</TABLE>

Federal tax law imposes another cash funding limitation on cash value life
insurance Policies that, when applicable, may increase the Minimum Amount
Insured in excess of the figures shown in the schedule above. This limitation is
known as the "guideline premium limitation," and it is generally applicable
during the early years of variable universal life insurance Policies.

The following examples demonstrate the relationship between the Death Benefit,
the Cash Surrender Value and the Minimum Amount Insured under Options 1 and 2 of
the Policy. Both sets of examples assume an Insured of age 40, a Minimum Amount
Insured of 250% of Cash Value (assuming the preceding table is controlling as to
Minimum Amount Insured), and no outstanding Policy loan.

OPTION 1 -- "LEVEL" DEATH BENEFIT

STATED AMOUNT: $50,000

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

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

17
<PAGE> 22

Stated Amount ($50,000) or the Minimum Amount Insured ($25,000), the Death
Benefit would be $50,000.

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

OPTION 2 -- "VARIABLE" DEATH BENEFIT

STATED AMOUNT: $50,000

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

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

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

Death Benefits are payable within seven days of the Company's receipt of
satisfactory proof of the Insured's death. The amount of Death Benefit paid to
the Policy Beneficiary may be adjusted to reflect any Policy loan, any material
misstatements in the Policy application as to age or sex of the Insured, and any
amounts payable to an assignee under a collateral assignment of the Policy. (See
"Assignment," page 10.) If the Insured commits suicide within two years
following the issue date limits on the amount of Death Benefit paid will apply.
(See "Limit on Right to Contest and Suicide Exclusion", page 19) In addition, if
the Insured dies during the 61-day period after the Company gives notice to the
Policy Owner that the Cash Surrender Value of the Policy is insufficient to meet
the Monthly Deduction Amount due against the Cash Value of the Policy, the Death
Benefit actually paid to the Policy Owner's Beneficiary will be reduced by the
amount of the Deduction Amount that is due and unpaid. (See "Cash Value and Cash
Surrender Value," page 14, for effects of partial cash surrenders on Death
Benefits.)

CHANGES IN DEATH BENEFIT OPTION

You may change the Death Benefit option at any time prior to the Insured's death
by sending a written request to the Company. There is no direct consequence of
changing a Death Benefit option, except as described under "Tax Consequences of
Modified Endowment Policies" on page 31. However, the change could affect future
values of Net Amount At Risk, and with some Option 2 to Option 1 changes
involving substantially funded Policies, there may be a cash distribution which
is included in the gross income of the Policy Owner. The cost of insurance
charge which is based on the Net Amount At Risk may be different in the future.
A change from Option 1 to Option 2 will not be permitted if the change results
in a Stated Amount of less than the minimum amount of $50,000. Contact your
registered representative for more information.

PAYMENT OPTIONS

Proceeds payable under the Policy will be paid in a lump sum, unless the Policy
Owner or Beneficiary selects one of the Company's payment options. Payment of
proceeds which exceed

18
<PAGE> 23

the Death Benefit may be deferred for up to six months from the date of the
request for the payment. A combination of options may be used. The minimum
amount that may be placed under a payment option is $5,000 unless the Company
consents to a lesser amount. Proceeds applied under an option will no longer be
affected by the investment experience of the Investment Options.

The following payment options are available under the Policy:

OPTION 1 -- Payments of a Fixed Amount

OPTION 2 -- Payments for a Fixed Period

OPTION 3 -- Amounts Held at Interest

OPTION 4 -- Monthly Life Income

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

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

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

OPTION 8 -- Other Options

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

LIMIT ON RIGHT TO CONTEST AND SUICIDE EXCLUSION

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

MISSTATEMENT AS TO SEX AND AGE

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

CHANGES IN STATED AMOUNT

A Policy Owner may request in writing that the Stated Amount of the Policy be
increased or decreased, provided that the Stated Amount after any decrease may
not be less than the minimum amount of $50,000. For purposes of determining the
cost of insurance charge, a decrease in the Stated Amount will reduce the Stated
Amount in the following order:

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

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

3) to the initial Stated Amount.

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

19
<PAGE> 24

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

MATURITY AND MATURITY EXTENSION BENEFITS

If the Insured is living on the Maturity Date (the anniversary of the Policy
Date on which the Insured is age 95), the Company will pay the Policy Owner the
Cash Value of the Policy, less any outstanding Policy loan or Deduction Amount
due and unpaid. The Policy Owner must surrender the Policy to the Company before
such payment can be made, at which point the Policy will terminate and the
Company will have no further obligations under the Policy.

Upon the Insured's attaining age 94, and at any time during the twelve months
thereafter, the Policy Owner may request that coverage be extended beyond the
Maturity Date (the "Maturity Extension Benefit"). (This Maturity Extension
Benefit may not be available in all jurisdictions.) After the Company has
received such request, but prior to the Maturity date, the Policy will continue
in force until the earlier of the death of the Insured or the date on which the
Policy Owner requests that the Policy terminate. Upon termination of the
Maturity Extension Benefit, a Death Benefit will be paid as follows. On the
Maturity Date, the Death Benefit will be the Cash Value less any Loan Account
Value and less any Deduction Amounts due but not paid. After the Maturity Date,
the Death Benefit will be the Cash Value less any Loan Account Value. The Death
Benefit is based on the experience of the Investment Options selected and is
variable and is not guaranteed. After the Maturity Date, periodic Deduction
Amounts will no longer be charged against the Cash Value and additional premiums
will not be accepted.

The Company intends that the Policy and the Maturity Extension Benefit be
considered life insurance for tax purposes. The Death Benefit is designed to
comply with Section 7702 of the Internal Revenue Code of 1986, as amended, or
other equivalent section of the Code. However, the Company does not give tax
advice, and cannot guarantee that the Death Benefit and Cash Value will be
exempt from any future tax liability. The tax results of any benefits under the
Maturity Extension provision depend upon interpretation of the Internal Revenue
Code. The Policy Owner should consult his or her own personal tax adviser prior
to the exercise of the Maturity Extension Benefit to assess any potential tax
liability.

THE SEPARATE ACCOUNT AND THE INVESTMENT OPTIONS
- --------------------------------------------------------------------------------

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

Fund UL was established on November 10, 1983 pursuant to the insurance laws of
the state of Connecticut, and is registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust under the Investment Company Act
of 1940, as amended (the "1940 Act"). The assets of Fund UL will be invested
exclusively in shares of the Investment Options. Fund UL meets the definition of
a Separate Account under the federal securities laws, and will comply with the
provisions of the 1940 Act. Registration of Fund UL with the SEC does not
involve supervision by the SEC of the management or investment policies of Fund
UL. Additionally, the operations of Fund UL are subject to the provisions of
Section 38a-433 of the Connecticut General Statutes which authorizes the
Connecticut Insurance Commissioner to adopt regulations under it. The Section
contains no restrictions on the investments of Fund UL, and the Commissioner has
adopted no regulations under the Section that affect Fund UL.

Under Connecticut law, the assets of Fund UL will be held for the exclusive
benefit of Policy Owners and the persons entitled to payments under the Policy
offered by this Prospectus. The

20
<PAGE> 25

assets held in Fund UL are not chargeable with liabilities arising out of any
other business which the Company may conduct. Any obligations arising under the
Policy are general corporate obligations of the Company.

THE INVESTMENT OPTIONS

You may allocate Premium Payments to one or more of the available Investment
Options. The Investment Options currently available under the Policy may be
added or withdrawn as permitted by applicable law. Please read carefully the
complete risk disclosure in each Portfolio's prospectus before investing. For
more detailed information on the investment advisers and their services and
fees, please refer to the prospectuses for the Investment Options.

The Investment Options currently available under Fund UL are as follows:

21
<PAGE> 26

<TABLE>
<CAPTION>
INVESTMENT
INVESTMENT OPTION INVESTMENT OBJECTIVE ADVISER/SUBADVISER
- ------------------------- -------------------------------------- -------------------------
<S> <C> <C>
Fidelity's Growth Seeks capital appreciation by Fidelity Management &
Portfolio investing primarily in common stocks Research Company
of well-known, established companies
and smaller, emerging growth
companies, although its investments
are not restricted to any one type of
security. Capital appreciation may
also be found in other types of
securities, including bonds and
preferred stocks.
Fidelity's High Income Seeks to obtain a high level of Fidelity Management &
Portfolio current income by investing primarily Research Company
in high yielding, lower rated,
fixed-income (high risk) securities,
while also considering growth of
capital.
MFS Total Return Seeks to obtain above-average income Smith Barney Mutual Funds
Portfolio (compared to a portfolio entirely Management, Inc.
invested in equity securities) Subadviser: Massachusetts
consistent with the prudent employment Financial Services
of capital. Generally, at least 40% of Company.
the Portfolio's assets will be
invested in equity securities.
Smith Barney High Income Seeks high current income. Capital Smith Barney Mutual Funds
Portfolio appreciation is a secondary objective. Management, Inc.
The Portfolio will invest at least 65%
of its assets in high-yielding
corporate debt obligations and
preferred stock.
Smith Barney Income and Seeks current income and long-term Smith Barney Mutual Funds
Growth Portfolio growth of income and capital by Management, Inc.
investing primarily, but not
exclusively, in common stocks.
Smith Barney Total Return Seeks to provide total return, Smith Barney Mutual Funds
Portfolio consisting of long-term capital Management, Inc.
appreciation and income. The Portfolio
will seek to achieve its goal by
investing primarily in a diversified
portfolio of dividend-paying common
stock.
Templeton Asset Seeks high level of total return with Templeton Global Bond
Allocation Fund reduced risk over the long term Managers
through a flexible policy of investing
in stocks of companies in any nation
and debt obligations of companies and
governments of any nation. Changes in
the asset mix will be adjusted in an
attempt to capitalize on total return
potential produced by changing
economic conditions throughout the
world.
Templeton Bond Fund Seeks high current income through a Templeton Investment
flexible Policy of investing primarily Counsel, Inc.
in debt securities of companies,
governments and government agencies of
various nations throughout the world.
</TABLE>

22
<PAGE> 27

<TABLE>
<CAPTION>
INVESTMENT
INVESTMENT OPTION INVESTMENT OBJECTIVE ADVISER/SUBADVISER
- ------------------------- -------------------------------------- -------------------------
<S> <C> <C>
Templeton Stock Fund Seeks capital growth through a policy Templeton Investment
of investing primarily in common Counsel, Inc.
stocks issued by companies, large and
small, in various nations throughout
the world.
Travelers Cash Income Seeks to provide high current income The Travelers Asset Man-
Trust while emphasizing preservation of agement International
capital and maintaining a high degree Corporation (TAMIC)
of liquidity by investing in
short-term money market securities
deemed to present minimal credit
risks. Allocations to this portfolio
are neither insured no guaranteed.
Travelers Capital Seeks growth of capital through the The Travelers Investment
Appreciation Fund use of common stocks. Income is not an Management Company
objective. The Fund invests (TIMCO)
principally in common stocks of small Subadviser: Janus Capital
to large companies which are expected Corporation
to experience wide fluctuations in
price in both rising and declining
markets.
Travelers Managed Assets Seeks high total investment return TAMIC
Trust with reduced risk through a fully Subadviser: TIMCO
managed investment Policy. Assets of
the Managed Assets Trust will be
invested in a portfolio of U.S.
stocks, bonds and money market
securities.
Travelers U.S. Government Selects investments from the point of TAMIC
Securities Portfolio 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.
Travelers Utilities Seeks to provide current income Smith Barney Mutual Funds
Portfolio through investment in equity and debt Management, Inc.
securities of companies in the utility
industries.
Travelers Zero Coupon Seeks to provide as high an investment TAMIC
Bond Fund Portfolio 1998 return as consistent with the
preservation of capital investing in
primarily zero coupon securities that
pay cash income but are acquired by
the Portfolio at substantial discounts
from their values at maturity. The
Zero Coupon Bond Fund Portfolios may
not be appropriate for Policy Owners
who do not plan to have their premiums
invested in shares of the Portfolios
for the long term or until maturity.
</TABLE>

23
<PAGE> 28

<TABLE>
<CAPTION>
INVESTMENT
INVESTMENT OPTION INVESTMENT OBJECTIVE ADVISER/SUBADVISER
- ------------------------- -------------------------------------- -------------------------
<S> <C> <C>
Travelers Zero Coupon Seeks to provide as high an investment TAMIC
Bond Fund Portfolio 2000 return as consistent with the
preservation of capital investing in
primarily zero coupon securities that
pay cash income but are acquired by
the Portfolio at substantial discounts
from their values at maturity. The
Zero Coupon Bond Fund Portfolios may
not be appropriate for Policy Owners
who do not plan to have their premiums
invested in shares of the Portfolios
for the long term or until maturity.
Travelers Zero Coupon Seeks to provide as high an investment TAMIC
Bond Fund Portfolio 2005 return as consistent with the
preservation of capital investing in
primarily zero coupon securities that
pay cash income but are acquired by
the Portfolio at substantial discounts
from their values at maturity. The
Zero Coupon Bond Fund Portfolios may
not be appropriate for Policy Owners
who do not plan to have their premiums
invested in shares of the Portfolios
for the long term or until maturity.
</TABLE>

Each Investment Option is subject to certain investment restrictions which may
not be changed without the approval of a "majority vote of the outstanding
voting securities" of that Fund (as defined in the Investment Company Act of
1940). There is no assurance that the Investment Options will achieve their
stated objectives.

More detailed information regarding the Investment Options may be found in the
current prospectuses for the Investment Options; these prospectuses are included
with and must accompany this Prospectus. Policy Owners are urged to read these
documents carefully before investing.

GENERAL

All investment income of and other distributions to each Investment Option of
Fund UL arising from the applicable Investment Option are reinvested in shares
of that Investment Option at net asset value. The income and realized gains or
losses on the assets of each Investment Option of Fund UL are therefore separate
and are credited to or charged against the Investment Option without regard to
income, gains or losses from any other Investment Option or from any other
business of the Company. The Company will purchase shares in the Investment
Options in connection with premium payments allocated to the applicable Funds in
accordance with Policy Owners' directions and will redeem shares in the
Investment Options to meet Policy obligations or make adjustments in reserves,
if any. The Investment Options are required to redeem Fund shares at net asset
value and to make payment within seven days.

ACCUMULATION UNIT VALUES

The Accumulation Unit Value for each segment of the Separate Account was
initially established at $1. Thereafter, the Accumulation Unit Values will vary
to reflect the investment experience of the applicable Investment Option and
will be determined on each Valuation Date by multiplying the Accumulation Unit
Value on the preceding Valuation Date by the Net Investment Factor for that
Investment Option for the Valuation Period then ended. The Net Investment Factor
for each of the

24
<PAGE> 29

Investment Options is equal to the net asset value per share of the
corresponding Investment Option at the end of the Valuation Period (plus the per
share amount of any dividends or capital gain distributions by that Fund, if the
dividend date occurs in the Valuation Period then ended, and plus or minus any
per share credit or charge by the Company for any tax reserves) divided by the
net asset value per share of the corresponding Investment Option at the
beginning of the Valuation Period (plus or minus any per share credit or charge
by the Company for any tax reserves), and subtracting from that amount any
applicable administrative expense charge, and mortality and expense risk charge.
Applicants should refer to the prospectuses for each of the Investment Options
for a description of how the assets of each Investment Option are valued. These
valuation procedures directly affect the Accumulation Unit Value of the
Investment Option, and therefore the Cash Value of the Policy. All valuations
made under the Policy (e.g., the determination of Cash Value or Cash Surrender
Value, Policy loans, partial cash surrenders, payment of Death Benefits, and the
determination of the number of Accumulation Units to be credited to a Policy
with each Net Premium payment), will be made on the Valuation Date next
following the Company's receipt of the request.

MIXED AND SHARED FUNDING

It is conceivable that in the future it may not be advantageous for variable
life insurance and variable annuity Separate Accounts to invest in the
Investment Options simultaneously. Although neither the Company nor the
Investment Options currently foresees any such disadvantages either to variable
life insurance or to variable annuity Policy Owners, the Investment Options'
Boards of Directors intend to monitor events to identify any material conflicts
between such Policy Owners and to determine what action, if any, should be taken
in response thereto. If any of the Investment Options' Boards of Directors
conclude that separate mutual funds should be established for variable life
insurance and variable annuity Separate Accounts, the Company will bear the
attendant expenses, but variable life insurance and variable annuity Policy
Owners would no longer have the economies of scale resulting from a larger
combined fund. Please consult the prospectuses of the Investment Options for
additional information.

SUBSTITUTION

The Company reserves the right, subject to compliance with appropriate state and
federal laws, to make additions to, deletions from, or substitutions for Fund UL
and the Investment Options which fund the Policy. If shares of any of the
Investment Options should no longer be available for purchase by the Fund UL, or
if, in the judgment of the Company further investment in such shares becomes
inappropriate for purposes of the Policy, shares of another open-end management
investment company, or a portfolio thereof, may be substituted for shares of the
Investment Options held in the Investment Options. Substitution may be made with
respect to both existing investments and the investment of any future Premium
Payments. However, no substitution of securities will be made without prior
notice to Policy Owners, and without prior approval of the Securities and
Exchange Commission, all to the extent required by the 1940 Act or other
applicable law. Subject to Policy Owner approval, the Company reserves the right
to end Fund UL's registration under the 1940 Act.

TRANSFER OF CASH VALUE

As long as the Policy remains in effect, the Policy Owner may request that all
or a portion of the Cash Value of a particular Investment Option be transferred
to other Investment Options.

The Company reserves the right to restrict the number of such transfers to four
times in any Policy Year and to charge $10 for each additional transfer;
however, there is currently no charge for transfers. The Policy Owner may make
the request in writing by mailing such request to the Company at its Home
Office, or by telephone (if an authorization form is on file) by calling
1-800-334-4298. The Company will take reasonable steps to ensure that telephone
transfer requests are genuine. These steps may include seeking proper
authorization and identification prior to processing telephone requests.
Additionally, the Company will confirm telephone transfers. Any

25
<PAGE> 30

failure to take such measures may result in the Company's liability for any
losses due to fraudulent telephone transfer requests.

As a result of a transfer, the number of Accumulation Units credited to the
Investment Option from which the transfer is made will be reduced by the number
obtained by dividing the amount transferred from the Investment Option by the
Accumulation Unit Value of that Investment Option on the Valuation Date on which
the Company receives the transfer request. The number of Accumulation Units
credited to the Investment Option to which the transfer is made will be
increased by the number obtained by dividing the amount transferred to the
Investment Option by the Accumulation Unit Value of that Investment Option on
the Valuation Date on which the Company receives the transfer request.

DOLLAR-COST AVERAGING (AUTOMATED TRANSFERS)

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

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

Before transferring any part of the Policy Value, Policy Owners should consider
the risks involved in switching between investments available under this Policy.
Dollar cost averaging requires regular investments regardless of fluctuating
price levels, and does not guarantee profits or prevent losses in a declining
market. Potential investors should consider their financial ability to continue
purchases through periods of low price levels.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time, Fund UL's Investment Options may show the percentage change
in the value of an Accumulation Unit based on the performance of the Investment
Option over a period of time, usually for the past one-, two-, three-, five-,
and ten-year periods determined by dividing the increase (decrease) in value for
that unit by the Accumulation Unit Value at the beginning of the period.

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

The following performance information represents the percentage change in the
value of an Accumulation Unit of the Investment Options for the periods
indicated, and reflects all expenses of the Investment Options. The chart
reflects the guaranteed maximum .80% mortality and expense risk charge and .10%
administrative expense risk charge. The rates of return do not reflect the 2.5%
front-end sales charge or the 2.5% state premium tax charge (both of which are
deducted from premium payments) nor do they reflect surrender charges or Monthly
Deduction Amounts. The surrender charges and Monthly Deduction Amounts for a
hypothetical Insured are depicted in the Example following the Rates of Returns.
For information about the Charges and

26
<PAGE> 31

Deductions assessed under the Policy, see page 11. For illustrations of how
these charges affect Cash Values and Death Benefits, see the Illustrations
beginning on page 36. The performance information described in this prospectus,
may be used from time to time in advertisement for the Policy, subject to
National Association of Securities Dealers, Inc. ("NASD") and applicable state
approval and guidelines.

27
<PAGE> 32

MarketLife variable universalife insurance from The Travelers(1) combines life
insurance protection and investment opportunities all in one product. It offers
you flexible insurance and investment features, including a wide range of
professionally managed investment options. The table below shows the net annual
rates of return for accumulation units of investment options available through
MarketLife.

AVERAGE ANNUAL RETURNS THROUGH 12/31/95

<TABLE>
<CAPTION>
UNDERLYING INVESTMENT OPTIONS ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
- ---------------------------------------------------- -------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
STOCK FUNDS
AIM Capital Appreciation Portfolio -- -- -- --
Alliance Growth Portfolio 33.67% -- -- --
Capital Appreciation Fund (Janus Sub-Adviser) 37.28% 14.01% 18.14% 10.34%
Dreyfus Stock Index Fund 35.59% 13.67% 15.05% --
Fidelity's Equity-Income Portfolio 34.52% 18.71% 20.35% --
Fidelity's Growth Portfolio 35.08% 16.55% 19.97% --
Smith Barney Income & Growth Portfolio 31.12% -- -- --
Smith Barney Total Return Portfolio 23.88% -- -- --
Utilities Portfolio (Smith Barney Sub-Adviser) 28.05% -- -- --
Templeton's Stock Fund 24.40% 16.99% 16.63% --
BOND FUNDS
Fidelity's High Income Portfolio 19.44% 11.65% 17.94% 10.52%
Smith Barney High Income Portfolio 16.96% -- -- --
Templeton's Bond Fund 13.52% 5.74% 7.35% --
Travelers U.S. Gov't Securities Portfolio 23.36% 7.78% -- --
Travelers Zero Coupon Bond Portfolio 1998 -- -- -- --
Travelers Zero Coupon Bond Portfolio 2000 -- -- -- --
Travelers Zero Coupon Bond Portfolio 2005 -- -- -- --
BALANCED FUNDS
Fidelity's Asset Manager Portfolio 16.37% 9.12% 11.94% --
MFS Total Return Portfolio 25.02% -- -- --
Templeton's Asset Allocation Fund 21.56% 13.48% 14.69% --
Travelers Managed Assets Trust 26.54% 10.06% 10.87% 11.78%
MONEY MARKET FUNDS
Travelers Cash Incomerust(2) 3.48% 2.31% 2.98% --
</TABLE>

The information presented in the above chart represents the percentage change in
the value of an accumulation unit of the underlying investment options for the
periods indicated, and reflects all expenses of the underlying funds, as well as
the guaranteed maximum 0.80% mortality and expense risk charge and 0.10%
administrative expense charge against amounts allocated to the underlying funds.
The rates of return do not reflect the 2.5% front-end sales charge or the 2.5%
state premium tax charge (both of which are deducted from premium payments) nor
do they reflect surrender charges or monthly deduction amounts. These charges
would reduce the average annual return reflected. For more information about the
charges and deductions assessed under the contract and for illustrations on how
these charges affect cash values and death benefits, refer to the current
MarketLife prospectus.

(1) MarketLife is offered through The Travelers Insurance Company (TIC) or The
Travelers Life and Annuity Company (TLAC), depending on jurisdiction.
(2) An investment in Cash Income Trust is neither insured nor guaranteed by the
United States Government.

28
<PAGE> 33

MARKETLIFE HYPOTHETICAL EXAMPLE3
MALE NONSMOKER AGE 40 WITH A LEVEL DEATH BENEFIT
OF $300,000 AND ANNUAL PREMIUM PAYMENTS OF $5,000

<TABLE>
<CAPTION>
ONE YEAR FIVE YEARS
------------------------------------ ------------------------------------
TOTAL ACCUMULATED SURRENDER TOTAL ACCUMULATED SURRENDER
UNDERLYING INVESTMENT OPTION INVESTMENT VALUE VALUE INVESTMENT VALUE VALUE
- ---------------------------------- ---------- ----------- --------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
STOCK FUNDS
AIM Capital Appreciation Portfolio N/A N/A N/A N/A N/A N/A
Alliance Growth Portfolio $5,000 $ 5,129 $ 2,269 N/A N/A N/A
Capital Appreciation Fund (Janus
Sub-Adviser) $5,000 $ 5,282 $ 2,422 $ 25,000 $30,426 $28,544
Dreyfus Stock Index Fund $5,000 $ 5,211 $ 2,351 $ 25,000 $29,144 $27,262
Fidelity's Equity-Income Portfolio $5,000 $ 5,165 $ 2,305 $ 25,000 $33,333 $31,451
Fidelity's Growth Portfolio $5,000 $ 5,189 $ 2,329 $ 25,000 $31,052 $29,170
Smith Barney Income & Growth
Portfolio $5,000 $ 5,021 $ 2,161 N/A N/A N/A
Smith Barney Total Return
Portfolio $5,000 $ 4,715 $ 1,872 N/A N/A N/A
Smith Barney Total Return
Portfolio $5,000 $ 4,891 $ 2,038 N/A N/A N/A
Smith Barney Utilities Portfolio $5,000 $ 4,891 $ 2,038 N/A N/A N/A
Templeton's Stock Fund $5,000 $ 4,737 $ 1,893 $ 25,000 $28,968 $27,086
BOND FUNDS
Fidelity's High Income Portfolio $5,000 $ 4,527 $ 1,696 $ 25,000 $27,754 $25,872
Smith Barney High Income Portfolio $5,000 $ 4,423 $ 1,597 N/A N/A N/A
Templeton's Bond Fund $5,000 $ 4,278 $ 1,461 $ 25,000 $21,968 $20,086
Travelers U.S. Gov't Securities
Portfolio $5,000 $ 4,693 $ 1,851 N/A N/A N/A
Travelers Zero Coupon Bond
Portfolio 1998 N/A N/A N/A N/A N/A N/A
Travelers Zero Coupon Bond
Portfolio 2000 N/A N/A N/A N/A N/A N/A
Travelers Zero Coupon Bond
Portfolio 2005 N/A N/A N/A N/A N/A N/A
BALANCED FUNDS
Fidelity's Asset Manager Portfolio $5,000 $ 4,398 $ 1,574 $ 25,000 $24,406 $22,524
MFS Total Return Portfolio $5,000 $ 4,763 $ 1,917 N/A N/A N/A
Templeton's Asset Allocation Fund $5,000 $ 4,617 $ 1,780 $ 25,000 $26,965 $25,083
Travelers Managed Assets Trust $5,000 $ 4,827 $ 1,978 $ 25,000 $25,495 $23,613
MONEY MARKET FUNDS
Travelers Cash Income Trust $5,000 $ 3,856 $ 1,064 $ 25,000 $19,549 $17,667
</TABLE>

The charges used in the above example consist of a front-end sales charge of
2.5%, a state premium tax charge of 2.5%, the guaranteed maximum 0.80% mortality
and expense risk charge and 0.10% administrative expense charge, all expenses of
the underlying funds, and monthly deduction charges including cost of insurance
and a contract administrative charge (in this example, the administrative charge
is 0%).

The benefits illustrated above may differ for other policies as a result of
differences in investment allocation, premium timing and amount, death benefit
type, as well as the age and underwriting of the classification of the insured
(which could result in higher costs of insurance). Because MarketLife is a
variable universal life insurance policy, actual performance should always be
considered in conjunction with the level of death benefit and cash values.

3 These hypothetical examples show the effect of the performance quoted on cash
values. Performance, loans and withdrawals will affect the cash value and
death benefit of your policy. Since the values of the portfolios will
fluctuate, the cash value at any time may be more or less than the total
principal investment made, including at the time of surrender of the policy,
when surrender charges may apply.

29
<PAGE> 34

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

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

Male, Age 35
Preferred Non-Smoker
Annual Premium: $ 850.00
Hypothetical Gross Annual Investment
Rate of Return: 8%
Face Amount: $100,000
Level Death Benefit Option
Current Charges

<TABLE>
<CAPTION>
TOTAL MONTHLY DEDUCTION
SURRENDER CHARGES SALES CHARGE FOR THE POLICY YEAR
------------------------------- COMPONENT OF ----------------------------
ADMINISTRATIVE SURRENDER CHARGE COST OF
POLICY CUMULATIVE SALES CHARGE CHARGE AS % OF INSURANCE ADMINISTRATIVE
YEAR PREMIUMS COMPONENT COMPONENT CUM. PREM. CHARGES CHARGES
- ------ ---------- ------------ -------------- ---------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
1 $ 850.00 $91.20 $ 364.80 10.73% $ 145.00 $96.00
2 $ 1,700.00 $90.40 $ 361.60 5.32% $ 157.00 $96.00
3 $ 2,550.00 $90.00 $ 360.00 3.53% $ 168.00 $96.00
5 $ 4,250.00 $92.80 $ 371.20 2.18% $ 190.00 $ 0
10 $ 8,500.00 $59.40 $ 237.60 0.70% $ 250.00 $ 0
</TABLE>

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

MISCELLANEOUS
- --------------------------------------------------------------------------------

VOTING RIGHTS

In accordance with its view of present applicable law, the Company will vote the
shares of the Investment Options at regular and special meetings of the
shareholders of the Investment Options in accordance with instructions from
Policy Owners (or the Policy beneficiaries, as the case may be) having a voting
interest in Fund UL. The Company will vote shares for which no instructions have
been given or shares which are not otherwise attributable to Policy Owners in
the same proportion as it votes shares for which it has received instructions.
If the 1940 Act or any rule promulgated thereunder should be amended, however,
or if the Company's present interpretation should change and, as a result, the
Company determines it is permitted to vote the shares of the Investment Options
in its own right, it may elect to do so.

The voting interests of the Policy Owner (or the Beneficiary) in the Investment
Options will be determined as follows: Policy Owners may cast one vote for each
$100 of Cash Value of the Policy allocated to the Investment Option, the assets
of which are invested in the particular Investment Option on the record date for
the shareholder meeting for that Fund. Fractional votes are counted. If,
however, a Policy Owner has taken a loan secured by the Policy, amounts
transferred from the Investment Option(s) to the Loan Account in connection with
the loan will not be considered in determining the voting interests of the
Policy Owner.

Policy Owners should review the prospectuses for the Investment Options to
determine matters on which shareholders may vote and the definition of a
majority vote required on some matters.

30
<PAGE> 35

DISREGARD OF VOTING INSTRUCTIONS

When permitted by state insurance regulatory authorities, the Company may
disregard voting instructions if the instructions require that the shares be
voted so as to cause a change in the investment objective or policies of Fund UL
or one of the Investment Options, or to approve or disapprove an investment
advisory Policy of one of the Investment Options. In addition, the Company may
disregard voting instructions in favor of changes in the investment policies or
the investment adviser of any of the Investment Options which are initiated by a
Policy Owner if the Company reasonably disapproves of such changes. A change
would be disapproved only if the proposed change is contrary to state law or
prohibited by state regulatory authorities, or if the Company determines that
the change would have an adverse effect on its general account in that the
proposed investment policy for an Investment Option may result in overly
speculative or unsound investments. In the event that the Company does disregard
voting instructions, a summary of that action and the reasons for such action
will be included in the next annual report to Policy Owners.

SUSPENSION OF VALUATION

The Company reserves the right to suspend or postpone the date of any payment of
any benefit or values for any Valuation Period (1) when the New York Stock
Exchange ("Exchange") is closed; (2) when trading on the Exchange is restricted;
(3) when an emergency exists as determined by the SEC so that disposal of the
securities held in the Investment Options is not reasonably practicable or it is
not reasonably practicable to determine the value of the Investment Option's net
assets; or (4) during any other period when the SEC, by order, so permits for
the protection of security holders.

DIVIDENDS

No dividends will be paid under the Policy.

DISTRIBUTION

The Company intends to sell the Policies in all jurisdictions where it is
licensed to do business and where the Policy is approved. The Policies will be
sold by life insurance sales representatives who are registered representatives
of the Company or certain other registered broker-dealers. The maximum
commission payable by the Company for distribution would be no greater than 50%
of the actual premium paid in the first twelve months. Any sales representative
or employee will have been qualified to sell variable life insurance Policies
under applicable federal and state laws. Each broker/dealer is registered with
the Securities and Exchange Commission under the Securities Exchange Act of 1934
and all are members of the National Association of Securities Dealers, Inc.
Tower Square Securities, Inc. ("Tower Square"), an indirect wholly owned
subsidiary of Travelers Group, Inc., serves as principal underwriter of the
Policies described herein.

LEGAL PROCEEDINGS AND OPINION

There are no pending material legal proceedings affecting the Policy, Fund UL or
any of the Investment Options.

Legal matters in connection with federal laws and regulations affecting the
issue and sale of the variable universal life insurance Policy described in this
Prospectus and the organization of the Company, its authority to issue the
Policy under Connecticut law and the validity of the forms of the Policy under
Connecticut law have been passed on by the General Counsel of the Life and
Annuities Division of the Company.

INDEPENDENT ACCOUNTANTS

Coopers & Lybrand L.L.P., certified public accountants, 100 Pearl Street,
Hartford, Connecticut, are the independent auditors for Fund UL. The services
provided to Fund UL include primarily the examination of Fund UL's financial
statements. The financial statements of Fund UL have been

31
<PAGE> 36

audited by Coopers & Lybrand L.L.P., as indicated in their report thereon, and
are included herein in reliance upon the authority of said firm as experts in
accounting and auditing.

The consolidated balance sheet of The Travelers Insurance Company and
Subsidiaries (the "Company") as of December 31, 1995 and 1994 and the
consolidated statements of operations and retained earnings and cash flows for
the years then ended, have been included herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP, independent certified public accountants, and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat Marwick LLP covering the December 31, 1995 consolidated financial
statements of the Company refers to a change in the accounting for investments
in accordance with provisions of Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and Equity Securities," in
1994.

The statements of operations and retained earnings and cash flows of the Company
for the year ended December 31, 1993, have been included herein in reliance upon
the report dated January 24, 1994 of Coopers & Lybrand, L.L.P., certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.

REGISTRATION STATEMENT

A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. This Prospectus does
not contain all information set forth in the Registration Statement, its
amendments and exhibits, to which reference is made for further information
concerning Fund UL, the Investment Options, the Company and the Policy.

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

GENERAL

The following general description of tax consequences represents the law in
effect on the date of this Prospectus. This discussion is not intended as tax
advice, and applicants should consult with their own tax advisers before
purchasing a Policy.

Potential purchasers should understand that tax laws can change, even at times
with respect to policies of insurance that have already been issued. Legislative
proposals have been introduced in Congress in recent years that would have
altered some of the tax consequences described below to generally less favorable
results. It is to be expected that such legislative proposals will again come
before Congress from time to time. Previous proposals have generally had
prospective effects as to Policies first issued after a current date, but some
would have had retroactive effect on previously issued policies or on new
voluntary transactions in previously issued policies.

TAXATION OF THE COMPANY

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

TAX CONSEQUENCES OF LIFE INSURANCE POLICIES

Death Benefit payments made under life insurance Policies are generally
excludable from the gross income of the Beneficiary under federal and state tax
law unless the Policy was sold or transferred for a valuable consideration. A
gift of the ownership of the Policy will not make the death proceeds includable
in the gross income of the Beneficiary. The Death Benefit of a corporate-owned
life insurance policy and annual Cash Value increase in excess of tax basis may
be includable in part in the gross income of the corporation under certain
applications of the alternative minimum tax law.

32
<PAGE> 37

No part of the investment growth in any cash value life insurance Policy is
generally includable in the gross income of the Policy Owner unless the Policy
matures, or is surrendered, or otherwise terminates with income in the Policy
before death, or unless the Policy is partially surrendered for an amount in
excess of the adjusted cost basis of the Policy. During the first fifteen years
of Policy duration, the "cost-recovery-first" rule for the taxation of partial
surrenders and certain other transactions that reduce future benefits may be
reversed to an income-first rule under the federal tax law. This will occur only
in the case of substantially funded Policies where the reduced Policy Death
Benefit amount compared to the original premiums as actuarially adjusted would
not meet the federal tax definition of life insurance. The Company finds that
most partial surrenders are not taxed in this manner, but rather that the
traditional cost-recovery-first tax rule applies.

Any loan received under the Policy will be treated as indebtedness of the Policy
Owner and no part of the loan under current law will constitute income to the
Policy Owner. If a Policy lapses with an outstanding loan, such loan will be
included in the Policy Owner's gross income to the extent of income in the
Policy. A loan outstanding at the time of maturity, surrender or other
termination of the Policy will be considered a distribution at that point and
will be includable in income to the extent of income in the Policy.

The proceeds of life insurance owned by a decedent are generally includable in
the gross estate of a decedent unless all incidents of ownership in the Policy
were given away more than three years prior to death. This is true regardless of
who receives the proceeds of the Policy. The federal estate tax law does not
require a tax to be paid unless the taxable estate including insurance proceeds
exceeds $600,000 for deaths occurring in 1987 or later. Proceeds of insurance
and other property received by the surviving spouse of a decedent are fully
deductible under federal estate tax law. State and local estate or inheritance
taxes vary greatly in their application to insurance proceeds. The proceeds of
insurance Policies are exempt from state death taxes in a number of states which
otherwise impose such taxes. A number of other states impose no broad-based
death taxes. Other states follow the federal rule.

If ownership of a Policy is given away, the value of the gift for federal, state
or local gift tax purposes approximates the Cash Value of the Policy at the
point of gift. The federal threshold for gift taxes is the same as for estate
taxes. There will be no tax due before accumulated taxable gifts made since 1976
exceed $600,000.

TAX CONSEQUENCES OF MODIFIED ENDOWMENT CONTRACTS

A Policy Owner can purchase a Policy which is a modified endowment Contract, or
which becomes a modified endowment Contract at a later point in its duration.
The tax consequences of such Policies differ in several respects from those
described above under "Tax Consequences of Life Insurance Policies."

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

A Policy fails to satisfy the 7-pay test if the cumulative amount of premiums
paid under the Policy at any time during the first seven Policy Years exceeds
the sum of the net level premiums that would have been paid on or before such
time had the Policy provided for paid-up future benefits after the payment of
seven level annual premiums. If a material change in the Policy occurs either
during the first seven Policy Years, or later, a new seven-year testing period
is begun. Tax regulations or other guidance will be needed to fully define those
transactions which are material changes. The Company has established safeguards
for monitoring whether a Policy may become a modified endowment Contract.

33
<PAGE> 38

A modified endowment Contract has income-first taxation of all loans, pledges,
collateral assignments or partial surrenders to the extent of income in the
Policy. An additional income tax of 10% may apply to taxable distributions or
deemed taxable distributions prior to the Policy Owner attaining age 59 1/2 with
certain exceptions.

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

INVESTOR CONTROL

In certain circumstances, owners of variable life insurance Policies may be
considered the owners, for federal income tax purposes, of the assets of the
Separate Account used to support their Policy. In those circumstances, income
and gains from the Separate Account assets would be includable annually in the
variable Policy Owner's gross income. The IRS has stated in published rulings
that a variable Policy Owner will be considered the owner of Separate Account
assets if the Policy Owner possesses incidents of ownership in those assets,
such as the ability exercise investment control over the assets. The Treasury
has also announced, in connection with the issuance of regulations concerning
diversification, that those regulations do not provide guidance concerning the
circumstances in which investor control of the investments of a segregated asset
account may cause the investor (i.e., the Policy Owner), rather than the
insurance company, to be treated as the owner of the assets in the account. This
announcement also stated that guidance would be issued by way of regulations or
rulings on the extent to which policyholders may direct their investments to
particular Investment Options without being treated as owners of the underlying
assets. As of the date of this prospectus, no such guidance has been issued.

The ownership rights under the Policy are similar to, but different in certain
respects from, those described by the IRS in rulings in which it determined that
the owners were not owners of Separate Account assets. For example, a Policy
Owner of this Policy has additional flexibility in allocating payments and Cash
Values. These differences could result in the Policy Owner being treated as the
owner of the assets of Fund UL. In addition, the Company does not know what
standard will be set forth in the regulations or rulings which the Treasury is
expected to issue, nor does the Company know if such guidance will be issued.
The Company therefore reserves the right to modify the Policy as necessary to
attempt to prevent the Policy Owner from being considered the owner of a pro
rata share of the assets of Fund UL.

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

34
<PAGE> 39

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

DIRECTORS OF THE TRAVELERS INSURANCE COMPANY

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

<TABLE>
<CAPTION>
DIRECTOR
NAME AND POSITION SINCE PRINCIPAL BUSINESS
- ----------------------------- -------- -----------------------------------------------------
<S> <C> <C>
Michael A. Carpenter......... 1995 President and Chief Executive Officer of The
Director Travelers Insurance Company since June 1995;
Executive Vice President of Travelers Group Inc.
since January 1995; Chairman, President and Chief
Executive Officer (1989-1994), Kidder Peabody Group
Inc.
Robert I. Lipp............... 1994 Chairman, President and Chief Executive Officer since
Director April 1996 of Travelers/Aetna Property Casualty
Corp.; Chief Executive Officer and Director of The
Travelers Insurance Group Inc. since December 1993;
Vice Chairman and Director of Travelers Group Inc.
since 1991; Chairman and Chief Executive Officer of
Commercial Credit Company (1991-1993); Executive Vice
President (1986-1991), Primerica Corporation.
Jay S. Fishman............... 1994 Director, Vice Chairman and Chief Administrative
Director Officer since April 1996 of Travelers/Aetna Property
Casualty Corp.; Director and Vice Chairman of The
Travelers Insurance Group, Inc.; Senior Vice
President since 1991 and Treasurer (1991-1994) of
Travelers Group Inc.; Executive Vice President and
Chief Financial Officer (1989-1991), Consumer
Services Group, Commercial Credit Company.
Charles O. Prince*........... 1994 Director, Vice President and Secretary since April
Director 1996 of Travelers/Aetna Property Casualty Corp.;
Executive Vice President (1995), Senior Vice
President and General Counsel and Secretary of
Travelers Group Inc. since 1985.
Marc P. Weill................ 1994 Senior Vice President -- Investments since December
Director 1993 and Chief Investment Officer since 1995 of The
Travelers Insurance Group Inc.; Senior Vice President
and Chief Investment Officer of Travelers Group Inc.;
Vice President (1990-1992), Primerica Corporation;
Vice President (1989-1990), Smith Barney Inc.
Irwin R. Ettinger*........... 1994 Executive Vice President (1995) Senior Vice President
Director (1987-1995) and Chief Accounting Officer (1990-
present) of Travelers Group Inc.
Donald T. DeCarlo............ 1995 General Counsel and Secretary since October, 1994 of
Director The Travelers Insurance Company; Deputy General
Counsel since June 1989 of Travelers Group Inc.;
Executive Vice President since August 1987 of Gulf
Insurance Group.
</TABLE>

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

* Principal business address: Travelers Group Inc., 388 Greenwich Street, New
York, New York.

35
<PAGE> 40

SENIOR OFFICERS OF THE TRAVELERS INSURANCE COMPANY
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
NAME POSITION WITH INSURANCE COMPANY
- ---------------------- -----------------------------------------
<S> <C>
Stuart Baritz Senior Vice President
Jay S. Benet Senior Vice President
George C. Kokulis Senior Vice President
Warren H. May Senior Vice President
Barry L. Mannes* Senior Vice President
Richard F. Morrison Senior Vice President
Thompson Shea Senior Vice President -- Audit
David A. Tyson Senior Vice President
F. Denney Voss Senior Vice President
W. Douglas Willet Senior Vice President
Ian R. Stuart Vice President, Chief Financial Officer,
Chief Accounting Officer and Controller
William H. White Vice President and Treasurer
</TABLE>

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

* Principal business address: Smith Barney Inc., 388
Greenwich Street, New York, New York.

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

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

The following pages are intended to illustrate how the Account Value, Cash
Surrender Value and Death Benefit can change over time for Policies issued to a
45 year old male and a 45 year old female. The difference between the Account
Value and the Cash Surrender Value in these illustrations represents the
Surrender Charge that would be incurred upon a full surrender of the Policy.

For both male and female age 45, there are two pages of values. One page
illustrates the assumption that the maximum Guaranteed Cost of Insurance Rates,
the monthly administrative charge, mortality and expense risk charge, and
administrative expense charge allowable under the Policy are charged in all
years. The other page illustrates the assumption that the current scale of Cost
of Insurance Rates and other charges are charged in all years. The Cost of
Insurance Rates charged vary by age, sex and underwriting classification, and
the monthly administrative charge varies by age, amount of insurance and
smoker/non-smoker classification for current charges. The illustrations reflect
a deduction of 5% from each annual premium for premium tax (2.5%) and front end
sales charge (2.5%).

The values shown in these illustrations vary according to assumptions used for
charges, and gross rates of investment returns. For the first fifteen Policy
Years, the current and guaranteed charges consist of 0.80% for mortality and
expense risks, 0.10% for administrative expenses, and 0.71% for Investment
Option expenses and thereafter 0.45% for mortality and expense risks, 0.00% for
administrative expenses, and 0.71% for Investment Option expenses.

The charge for Investment Option expenses reflected in the illustrations assumes
that Cash Value is allocated equally among all Investment Options and that no
Policy Loans are outstanding, and is an average of the investment advisory fees
and other expenses charged by each of the Investment Options during 1994.

After deduction of these amounts, the illustrated gross annual investment rates
of return of 0%, 6%, and 12% correspond to approximate net annual rates of
- -1.71%, 4.29%, and 10.29%, respectively on a current and guaranteed basis during
the first fifteen Policy Years, and to approximate net

36
<PAGE> 41

annual rates of -1.26%, 4.74%, and 10.74%, respectively on a current and
guaranteed basis thereafter.

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

The charge for Investment Option expenses for all illustrations is an average of
the investment advisory fees and other expenses charged by all of the Investment
Options. The Investment Option expenses for some of the Investment Options
reflect an expense reimbursement agreement currently in effect. For the year
ended December 31, 1995, these reimbursement agreements affected the total
operating expenses of the Investment Options as follows:

1. The Company has agreed to reimburse Capital Appreciation Fund (CAF),
Cash Income Trust (CIT), Managed Assets Trust (MAT), the U.S. Government
Securities Portfolio (USGSP) and the Utilities Portfolio, for the amount
by which each fund's aggregate annual expenses, including investment
advisory fees, but excluding brokerage commissions, interest charges and
taxes, exceed 1.25%. In the absence of the reimbursement agreement with
the Company, the operating expenses in 1995 would have been 0.62% for
Utilities Portfolio. The expense reimbursement agreement did not affect
the operating expenses of CIT, CAF, MAT or USGSP during 1995.

2. The administrator and investment adviser for the Dreyfus Stock Index
Fund have agreed to reimburse the Fund for expenses in excess of 0.40%.
In the absence of the reimbursement agreement, such expenses would have
been 0.57% in 1995.

3. No reimbursement arrangements were in effect for the Templeton Stock,
Bond and Asset Allocation Funds during 1995.

4. No reimbursement arrangement affected Fidelity's Equity Income or
Fidelity's Growth Portfolio during 1995. However, a portion of the
brokerage commissions the Fund paid was used to reduce its expenses.
Without this arrangement the expenses would have been 0.71% and 0.81%,
respectively, for the Fidelity High Income and Fidelity Asset Manager
Portfolio.

5. If such fees were not waived and expenses were not reimbursed, total
Investment Option expenses for the Smith Barney/Travelers Series Fund
Portfolios would have been: Smith Barney Income and Growth Portfolio,
0.94%; Alliance Growth Portfolio, 0.97%; Smith Barney High Income
Portfolio, 1.07%; MFS Total Return Portfolio, 1.06%.

Although these reimbursement arrangements are expected to continue in subsequent
years, the effect of discontinuance could be higher expenses charged to Policy
Owners.

As stated above, the examples illustrate values that would result based upon
hypothetical uniform gross investment rates of return of 0%, 6% and 12%. The
values would be different from those shown if the gross rates averaged 0%, 6%,
and 12% over a period of years, but fluctuated above and below those averages.

The illustrations also assume that premiums are paid as indicated, no Policy
loans are made, no increases or decreases to the Stated Amount are requested, no
partial surrenders are made, and no charges for transfers between funds are
incurred.

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

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

37
<PAGE> 42

MARKETLIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH CURRENT CHARGES**

<TABLE>
<S> <C>
Female, Issue Age 45 Face Amount $150,000
Preferred, Non-Smoker Annual Premium $1,595.63
</TABLE>
<TABLE>
<CAPTION>
TOTAL
PREMIUMS DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
WITH 5% ---------------------------------- ---------------------------------- ---------------------
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,675 150,000 150,000 150,000 1,004 1,079 1,154 0 0
2 3,435 150,000 150,000 150,000 1,977 2,190 2,413 889 1,090
3 5,282 150,000 150,000 150,000 2,912 3,329 3,782 1,876 2,268
4 7,221 150,000 150,000 150,000 3,951 4,640 5,419 2,959 3,607
5 9,258 150,000 150,000 150,000 4,949 5,985 7,204 4,006 4,979
6 11,396 150,000 150,000 150,000 5,906 7,363 9,150 5,013 6,383
7 13,641 150,000 150,000 150,000 6,823 8,780 11,277 5,983 7,871
8 15,999 150,000 150,000 150,000 7,701 10,237 13,606 6,916 9,436
9 18,474 150,000 150,000 150,000 8,541 11,735 16,158 7,846 11,040
10 21,073 150,000 150,000 150,000 9,338 13,271 18,953 8,751 12,684
15 36,153 150,000 150,000 150,000 12,513 21,433 37,465 12,513 21,433
20 55,399 150,000 150,000 150,000 14,501 31,049 68,642 14,501 31,049

YEAR 12%
<S> <C>
- ------------------------
<S> <C>
1 8
2 1,299
3 2,694
4 4,339
5 6,125
6 8,133
7 10,368
8 12,805
9 15,463
10 18,366
15 37,465
20 68,642
</TABLE>

These hypothetical rates of return are illustrative only and should not be
considered a representation of past or future investment results. Actual
investment results may be more or less than those shown and will depend on a
number of factors. The Account Values and Cash Surrender Values will be
different from those shown if the actual rates of return averaged 0%, 6% or 12%
over a period of years but fluctuated above or below the average for individual
contract years. No representation can be made that these rates of return can be
achieved for any one year or sustained period of time.

** Current cost of insurance charges, mortality and expense risk charge, monthly
administrative charge and administrative expense charge.

38
<PAGE> 43

MARKETLIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH GUARANTEED CHARGES**

<TABLE>
<S> <C>
Female, Issue Age 45 Face Amount $150,000
Preferred, Non Smoker Annual Premium $1,595.63
</TABLE>
<TABLE>
<CAPTION>
TOTAL
PREMIUMS DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
WITH 5% ---------------------------------- ---------------------------------- ---------------------
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6%

- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,675 150,000 150,000 150,000 521 580 640 0 0
2 3,435 150,000 150,000 150,000 999 1,151 1,311 0 113
3 5,282 150,000 150,000 150,000 1,433 1,709 2,014 486 745
4 7,221 150,000 150,000 150,000 2,248 2,694 3,204 1,359 1,778
5 9,258 150,000 150,000 150,000 3,007 3,679 4,476 2,180 2,812
6 11,396 150,000 150,000 150,000 3,709 4,661 5,834 2,948 3,843
7 13,641 150,000 150,000 150,000 4,350 5,637 7,286 3,659 4,868
8 15,999 150,000 150,000 150,000 4,923 6,600 8,835 4,305 5,882
9 18,474 150,000 150,000 150,000 5,425 7,545 10,487 4,884 6,876
10 21,073 150,000 150,000 150,000 5,855 8,469 12,254 5,396 7,882
15 36,153 150,000 150,000 150,000 6,956 12,776 23,384 6,956 12,776
20 55,399 150,000 150,000 150,000 5,767 16,118 40,659 5,767 16,118

YEAR 12%
- ---------------------------------
<S> <C>
1 0
2 263
3 1,032
4 2,257
5 3,561
6 4,945
7 6,418
8 8,034
9 9,792
10 11,667
15 23,384
20 40,659
</TABLE>

** Guaranteed cost of insurance charges, mortality and expense risk charge,
monthly administrative charge and administrative expense charge.

39
<PAGE> 44

MARKETLIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH CURRENT CHARGES**

<TABLE>
<S> <C>
Male, Issue Age 45 Face Amount $150,000
Preferred, Non-Smoker Annual Premium $1,968.75
</TABLE>
<TABLE>
<CAPTION>
TOTAL
PREMIUMS DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
WITH 5% ---------------------------------- ---------------------------------- ---------------------
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6%
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,067 150,000 150,000 150,000 1,270 1,363 1,457 117 204
2 4,238 150,000 150,000 150,000 2,493 2,760 3,040 1,374 1,625
3 6,517 150,000 150,000 150,000 3,672 4,194 4,762 2,591 3,081
4 8,910 150,000 150,000 150,000 4,950 5,813 6,790 3,899 4,710
5 11,423 150,000 150,000 150,000 6,169 7,466 8,994 5,152 6,372
6 14,061 150,000 150,000 150,000 7,340 9,164 11,400 6,361 8,076
7 16,831 150,000 150,000 150,000 8,459 10,905 14,029 7,521 9,884
8 19,740 150,000 150,000 150,000 9,532 12,698 16,910 8,638 11,785
9 22,794 150,000 150,000 150,000 10,555 14,540 20,068 9,748 13,733
10 26,001 150,000 150,000 150,000 11,515 16,420 23,519 10,816 15,721
15 44,607 150,000 150,000 150,000 15,406 26,535 46,602 15,406 26,535
20 68,354 150,000 150,000 150,000 17,035 37,798 85,308 17,035 37,798

YEAR 12%
- ------------------------------------------
<S> <C>
1 293
2 1,889
3 3,615
4 5,628
5 7,808
6 10,271
7 13,008
8 15,997
9 19,261
10 22,820
15 46,602
20 85,308
</TABLE>

** Current cost of insurance charges, mortality and expense risk charge, monthly
administrative charge and administrative expense charge.

40
<PAGE> 45

MARKETLIFE
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH GUARANTEED CHARGES**

- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,067 150,000 150,000 150,000 715 791 867 0 0
2 4,238 150,000 150,000 150,000 1,365 1,562 1,769 314 499
3 6,517 150,000 150,000 150,000 1,948 2,309 2,705 970 1,309
4 8,910 150,000 150,000 150,000 2,890 3,470 4,134 1,962 2,507
5 11,423 150,000 150,000 150,000 3,751 4,617 5,646 2,879 3,693
6 14,061 150,000 150,000 150,000 4,525 5,741 7,243 3,715 4,858
7 16,831 150,000 150,000 150,000 5,203 6,831 8,926 4,460 5,991
8 19,740 150,000 150,000 150,000 5,773 7,874 10,693 5,104 7,079
9 22,794 150,000 150,000 150,000 6,225 8,856 12,543 5,636 8,109
10 26,001 150,000 150,000 150,000 6,548 9,764 14,477 6,047 9,070
15 44,607 150,000 150,000 150,000 5,930 12,735 25,579 5,930 12,735
20 68,354 150,000 150,000 150,000 126 11,291 40,310 126 11,291

YEAR 12%
- ---------------------------------------------------
<S> <C>
1 0
2 694
3 1,682
4 3,131
5 4,661
6 6,270
7 7,960
8 9,780
9 11,736
10 13,778
15 25,579
20 40,310
</TABLE>

** Guaranteed cost of insurance charges, mortality and expense risk charge,
monthly administrative charge and administrative expense charge.

41
<PAGE> 46

MARKETLIFE PRIOR TO JULY 12TH, 1995
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH CURRENT CHARGES**

<TABLE>
<S> <C>
Female, Issue Age 45 Face Amount $150,000
Preferred, Non-Smoker Annual Premium $1,595.63
</TABLE>
<TABLE>
<CAPTION>
TOTAL
PREMIUMS DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
WITH 5% ---------------------------------- ---------------------------------- ---------------------
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6%
- -------------------------------------------------------------------------------------------------------------------------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,675 150,000 150,000 150,000 1,007 1,082 1,156 0 0
2 3,435 150,000 150,000 150,000 1,987 2,199 2,419 899 1,098
3 5,282 150,000 150,000 150,000 2,933 3,345 3,794 1,896 2,283
4 7,221 150,000 150,000 150,000 3,985 4,668 5,440 2,991 3,633
5 9,258 150,000 150,000 150,000 4,998 6,028 7,237 4,052 5,020
6 11,396 150,000 150,000 150,000 5,973 7,426 9,200 5,076 6,442
7 13,641 150,000 150,000 150,000 6,912 8,865 11,348 6,067 7,956
8 15,999 150,000 150,000 150,000 7,815 10,349 13,704 7,024 9,548
9 18,474 150,000 150,000 150,000 8,681 11,879 16,290 7,986 11,184
10 21,073 150,000 150,000 150,000 9,507 13,453 19,126 8,920 12,866
15 36,153 150,000 150,000 150,000 12,856 21,890 38,007 12,856 21,890
20 55,399 150,000 150,000 150,000 14,732 31,324 68,660 14,732 31,324

YEAR 12%
- ------------------------------------------------------------
<S> <C>
1 10
2 1,305
3 2,705
4 4,359
5 6,156
6 8,183
7 10,439
8 12,903
9 15,595
10 18,539
15 38,007
20 68,660
</TABLE>

** Current cost of insurance charges, mortality and expense risk charge, monthly
administrative charge and administrative expense charge.

42
<PAGE> 47

MARKETLIFE PRIOR TO JULY 12TH, 1995
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH GUARANTEED CHARGES**

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 1,675 150,000 150,000 150,000 521 579 638 0 0
2 3,435 150,000 150,000 150,000 999 1,149 1,306 0 111
3 5,282 150,000 150,000 150,000 1,433 1,705 2,004 486 742
4 7,221 150,000 150,000 150,000 2,249 2,687 3,188 1,360 1,771
5 9,258 150,000 150,000 150,000 3,009 3,668 4,450 2,182 2,801
6 11,396 150,000 150,000 150,000 3,711 4,647 5,796 2,950 3,830
7 13,641 150,000 150,000 150,000 4,352 5,617 7,231 3,660 4,849
8 15,999 150,000 150,000 150,000 4,926 6,574 8,758 4,308 5,857
9 18,474 150,000 150,000 150,000 5,429 7,511 10,385 4,887 6,844
10 21,073 150,000 150,000 150,000 5,859 8,426 12,120 5,399 7,839
15 36,153 150,000 150,000 150,000 6,965 12,669 22,968 6,965 12,669
20 55,399 150,000 150,000 150,000 5,615 15,531 38,751 5,615 15,531

YEAR 12%
- ---------------------------------------------------------------------
<S> <C>
1 0
2 259
3 1,023
4 2,242
5 3,537
6 4,910
7 6,367
8 7,957
9 9,690
10 11,533
15 22,968
20 38,751
</TABLE>

** Guaranteed cost of insurance charges, mortality and expense risk charge,
monthly administrative charge and administrative expense charge.

43
<PAGE> 48

MARKETLIFE PRIOR TO JULY 12TH, 1995
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH CURRENT CHARGES**

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,067 150,000 150,000 150,000 1,274 1,367 1,460 121 208
2 4,238 150,000 150,000 150,000 2,506 2,771 3,047 1,387 1,636
3 6,517 150,000 150,000 150,000 3,698 4,215 4,777 2,615 3,101
4 8,910 150,000 150,000 150,000 4,992 5,848 6,817 3,938 4,743
5 11,423 150,000 150,000 150,000 6,231 7,521 9,036 5,211 6,423
6 14,061 150,000 150,000 150,000 7,424 9,241 11,463 6,440 8,148
7 16,831 150,000 150,000 150,000 8,570 11,012 14,118 7,625 9,991
8 19,740 150,000 150,000 150,000 9,673 12,838 17,033 8,770 11,925
9 22,794 150,000 150,000 150,000 10,730 14,721 20,233 9,923 13,914
10 26,001 150,000 150,000 150,000 11,725 16,648 23,736 11,026 15,949
15 44,607 150,000 150,000 150,000 15,833 27,107 47,281 15,833 27,107
20 68,354 150,000 150,000 150,000 17,333 38,155 85,346 17,333 38,155

YEAR 12%
- ------------------------------------------------------------------------------
<S> <C>
1 295
2 1,895
3 3,629
4 5,653
5 7,847
6 10,334
7 13,097
8 16,120
9 19,426
10 23,037
15 47,281
20 85,346
</TABLE>

** Current cost of insurance charges, mortality and expense risk charge, monthly
administrative charge and administrative expense charge.

44
<PAGE> 49

MARKETLIFE PRIOR TO JULY 12, 1995
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH GUARANTEED CHARGES**

<TABLE>
<S> <C>
Male, Issue Age 45 Face Amount $150,000
Preferred, Non-Smoker Annual Premium $1,968.75
</TABLE>
<TABLE>
<CAPTION>
TOTAL
PREMIUMS DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
WITH 5% ---------------------------------- ---------------------------------- ---------------------
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6%
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 2,067 150,000 150,000 150,000 715 790 865 0 0
2 4,238 150,000 150,000 150,000 1,366 1,559 1,763 315 496
3 6,517 150,000 150,000 150,000 1,949 2,304 2,693 971 1,305
4 8,910 150,000 150,000 150,000 2,891 3,461 4,113 1,963 2,499
5 11,423 150,000 150,000 150,000 3,753 4,603 5,613 2,881 3,680
6 14,061 150,000 150,000 150,000 4,528 5,722 7,194 3,718 4,840
7 16,831 150,000 150,000 150,000 5,206 6,805 8,856 4,463 5,966
8 19,740 150,000 150,000 150,000 5,777 7,841 10,597 5,108 7,048
9 22,794 150,000 150,000 150,000 6,230 8,814 12,414 5,640 8,069
10 26,001 150,000 150,000 150,000 6,553 9,711 14,309 6,052 9,020
15 44,607 150,000 150,000 150,000 5,940 12,608 25,069 5,940 12,608
20 68,354 150,000 150,000 150,000 37 10,714 38,116 37 10,714

YEAR 12%
- ---------------------------------------------------------------------------------------
<S> <C>
1 0
2 688
3 1,670
4 3,112
5 4,630
6 6,224
7 7,894
8 9,684
9 11,607
10 13,610
15 25,069
20 38,116
</TABLE>

** Guaranteed cost of insurance charges, mortality and expense risk charge,
monthly administrative charge and administrative expense charge.

45
<PAGE> 50

APPENDIX A
ANNUAL MINIMUM PREMIUMS
(Per Thousand of Stated Amount)
<TABLE>
<CAPTION>
AGE MALE FEMALE
- --- ------ ------
<S> <C> <C>
0 2.80 2.42
1 2.69 2.47
2 2.59 2.48
3 2.58 2.47
4 2.58 2.47
5 2.58 2.47
6 2.58 2.47
7 2.60 2.49
8 2.62 2.52
9 2.66 2.56
10 2.72 2.62
11 2.80 2.68
12 2.89 2.76
13 3.01 2.84
14 3.13 2.94
15 3.25 3.04
16 3.38 3.16
17 3.51 3.28
18 3.62 3.40
19 3.72 3.47
20 3.81 3.53
21 3.90 3.60
22 3.98 3.67
23 4.05 3.73
24 4.08 3.71
25 4.13 3.76
26 4.30 3.93
27 4.45 4.09
28 4.61 4.26
29 4.76 4.41
30 4.92 4.60
31 5.12 4.80
32 5.32 5.02
33 5.52 5.22
34 5.74 5.46
35 5.98 5.71
36 6.33 6.01
37 6.66 6.31
38 7.01 6.64
39 7.34 6.97
40 7.69 7.34
41 8.17 7.75
42 8.66 8.18
43 9.14 8.62
44 9.63 9.11
45 10.11 9.59
46 10.79 10.13
47 11.47 10.70

<CAPTION>
AGE MALE FEMALE
- --- ------ ------
<S> <C> <C>
48 12.15 11.29
49 12.83 11.89
50 13.51 12.51
51 14.42 13.18
52 15.34 13.86
53 16.24 14.53
54 17.16 15.29
55 18.07 16.10
56 19.43 17.11
57 20.79 18.20
58 22.16 19.35
59 23.52 20.51
60 24.88 21.68
61 27.11 22.98
62 29.34 24.27
63 31.57 25.59
64 33.80 27.01
65 36.03 28.57
66 38.86 30.12
67 41.70 31.63
68 44.52 33.29
69 47.36 35.39
70 49.76 37.75
71 54.39 40.67
72 59.04 44.16
73 63.71 48.15
74 68.41 52.54
75 72.60 57.27
76 80.21 62.20
77 87.34 67.37
78 94.52 73.00
79 101.76 79.30
80 109.06 86.49
81 120.34 94.56
82 131.76 103.39
83 143.32 112.96
84 155.03 123.28
85 166.88 138.49
86 170.39 149.27
87 177.17 159.84
88 191.28 171.55
89 208.18 185.73
90 241.15 203.75
91 254.21 225.63
92 282.60 250.53
93 314.35 278.47
94 349.51 309.50
</TABLE>

APPENDIX A -- ANNUAL MINIMUM PREMIUMS

46
<PAGE> 51

APPENDIX B
PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE
(First Year)
<TABLE>
<CAPTION>
STATED AMOUNT
-------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ------------ ----------- ----------
<S> <C> <C> <C>
0 2.04 1.84 1.63
1 2.04 1.84 1.63
2 2.04 1.84 1.63
3 2.04 1.84 1.63
4 2.04 1.84 1.63
5 2.19 1.97 1.75
6 2.19 1.97 1.75
7 2.21 1.99 1.77
8 2.23 2.01 1.78
9 2.26 2.03 1.81
10 2.39 2.15 1.91
11 2.46 2.21 1.97
12 2.54 2.29 2.03
13 2.65 2.39 2.12
14 2.75 2.48 2.20
15 2.76 2.48 2.21
16 2.77 2.49 2.22
17 2.79 2.51 2.23
18 2.82 2.54 2.26
19 2.90 2.61 2.32
20 2.86 2.57 2.29
21 2.93 2.64 2.34
22 2.99 2.69 2.39
23 3.04 2.74 2.43
24 3.06 2.75 2.45
25 3.08 2.77 2.46
26 3.14 2.83 2.51
27 3.25 2.93 2.60
28 3.37 3.03 2.70
29 3.47 3.12 2.78
30 3.49 3.14 2.79
31 3.64 3.28 2.91
32 3.78 3.40 3.02

<CAPTION>
STATED AMOUNT
-------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ------------ ----------- ----------
<S> <C> <C> <C>
33 3.92 3.53 3.14
34 4.08 3.67 3.26
35 4.19 3.77 3.35
36 4.43 3.99 3.54
37 4.66 4.19 3.73
38 4.91 4.42 3.93
39 5.14 4.63 4.11
40 5.69 5.12 4.55
41 6.05 5.45 4.84
42 6.41 5.77 5.13
43 6.76 6.08 5.41
44 7.13 6.42 5.70
45 7.18 6.46 5.74
46 7.66 6.89 6.13
47 8.14 7.33 6.51
48 8.63 7.77 6.90
49 9.11 8.20 7.29
50 10.00 9.00 8.00
51 10.67 9.60 8.54
52 11.35 10.22 9.06
53 12.02 10.82 9.62
54 12.70 11.43 10.16
55 13.01 11.71 10.41
56 13.99 12.69 11.19
57 14.97 13.47 11.98
58 15.96 14.36 12.77
59 16.93 15.24 13.54
60 17.91 16.12 14.33
61 19.52 17.57 15.82
62 21.12 19.01 16.90
63 22.73 20.46 18.18
64 24.34 21.91 19.47
65+ 25.40 22.85 20.32
</TABLE>

APPENDIX B -- PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE

47
<PAGE> 52

APPENDIX B(1)
PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE
Sales Charge Component*
(First Year)
<TABLE>
<CAPTION>
STATED AMOUNT
------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ----------- ----------- ----------
<S> <C> <C> <C>
0 0.41 0.37 0.33
1 0.41 0.37 0.33
2 0.41 0.37 0.33
3 0.41 0.37 0.33
4 0.41 0.37 0.33
5 0.44 0.39 0.35
6 0.44 0.39 0.35
7 0.44 0.40 0.35
8 0.45 0.40 0.36
9 0.45 0.41 0.36
10 0.48 0.43 0.38
11 0.49 0.44 0.39
12 0.51 0.46 0.41
13 0.53 0.48 0.42
14 0.55 0.50 0.44
15 0.55 0.50 0.44
16 0.55 0.50 0.44
17 0.56 0.50 0.45
18 0.56 0.51 0.45
19 0.58 0.52 0.46
20 0.57 0.51 0.46
21 0.59 0.53 0.47
22 0.60 0.54 0.48
23 0.61 0.55 0.49
24 0.61 0.55 0.49
25 0.62 0.54 0.48
26 0.63 0.57 0.50
27 0.65 0.59 0.52
28 0.67 0.61 0.54
29 0.69 0.62 0.56
30 0.70 0.63 0.56
31 0.73 0.66 0.58
32 0.76 0.68 0.60

<CAPTION>
STATED AMOUNT
------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ----------- ----------- ----------
<S> <C> <C> <C>
33 0.78 0.71 0.63
34 0.82 0.73 0.65
35 0.84 0.75 0.67
36 0.89 0.80 0.71
37 0.93 0.84 0.75
38 0.98 0.88 0.79
39 1.03 0.93 0.82
40 1.14 1.02 0.91
41 1.21 1.09 0.97
42 1.28 1.15 1.03
43 1.35 1.22 1.08
44 1.43 1.28 1.14
45 1.44 1.29 1.15
46 1.53 1.38 1.23
47 1.63 1.47 1.30
48 1.73 1.55 1.38
49 1.82 1.64 1.46
50 2.00 1.80 1.60
51 2.13 1.92 1.71
52 2.27 2.04 1.82
53 2.40 2.16 1.92
54 2.54 2.29 2.03
55 2.60 2.34 2.08
56 2.80 2.52 2.24
57 2.99 2.69 2.40
58 3.19 2.87 2.55
59 3.39 3.05 2.71
60 3.58 3.22 2.87
61 3.90 3.51 3.12
62 4.22 3.80 3.38
63 4.55 4.09 3.64
64 4.87 4.38 3.89
65+ 5.08 4.57 4.06
</TABLE>

*This is the sales charge portion of the Per Thousand of Stated Amount Surrender
Charge. It equals 20% of the charge shown in Appendix B. It decreases 10% each
year over the 10 year period.

APPENDIX B(1) -- PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE -- SALES CHARGE
COMPONENT

48
<PAGE> 53

APPENDIX B(2)
PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE
Administrative Charge Component*
(First Year)
<TABLE>
<CAPTION>
STATED AMOUNT
------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ------------ ----------- ---------
<S> <C> <C> <C>
0 1.63 1.47 1.30
1 1.63 1.47 1.30
2 1.63 1.47 1.30
3 1.63 1.47 1.30
4 1.63 1.47 1.30
5 1.75 1.58 1.40
6 1.75 1.58 1.40
7 1.77 1.59 1.42
8 1.78 1.61 1.42
9 1.81 1.62 1.45
10 1.91 1.72 1.53
11 1.97 1.77 1.58
12 2.03 1.83 1.62
13 2.12 1.91 1.70
14 2.20 1.98 1.76
15 2.21 1.98 1.77
16 2.22 1.99 1.78
17 2.23 2.01 1.78
18 2.26 2.03 1.81
19 2.32 2.09 1.86
20 2.29 2.06 1.83
21 2.34 2.11 1.87
22 2.39 2.15 1.91
23 2.43 2.19 1.94
24 2.45 2.20 1.96
25 2.46 2.17 1.93
26 2.51 2.26 2.01
27 2.60 2.34 2.08
28 2.70 2.42 2.16
29 2.78 2.50 2.22
30 2.79 2.51 2.23
31 2.91 2.62 2.33
32 3.02 2.72 2.42

<CAPTION>
STATED AMOUNT
------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ------------ ----------- ---------
<S> <C> <C> <C>
33 3.14 2.82 2.51
34 3.26 2.94 2.61
35 3.35 3.02 2.68
36 3.54 3.19 2.83
37 3.73 3.35 2.98
38 3.93 3.54 3.14
39 4.11 3.70 3.29
40 4.55 4.10 3.64
41 4.84 4.36 3.87
42 5.13 4.62 4.10
43 5.41 4.86 4.33
44 5.70 5.14 4.56
45 5.74 5.17 4.59
46 6.13 5.51 4.90
47 6.51 5.86 5.21
48 6.90 6.22 5.52
49 7.29 6.56 5.83
50 8.00 7.20 6.40
51 8.54 7.68 6.83
52 9.08 8.18 7.26
53 9.62 8.66 7.70
54 10.16 9.14 8.13
55 10.41 9.37 8.33
56 11.19 10.07 8.95
57 11.98 10.78 9.58
58 12.77 11.49 10.22
59 13.54 12.19 10.83
60 14.33 12.90 11.46
61 15.62 14.06 12.50
62 16.90 15.21 13.52
63 18.18 16.37 14.54
64 19.47 17.53 15.58
65+ 20.32 18.29 16.26
</TABLE>

*This is the administrative portion of the Per Thousand of Stated Amount
Surrender Charge. It equals 80% of the charge shown in Appendix B.

APPENDIX B(2) -- PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE ADMINISTRATIVE
CHARGE

49
<PAGE> 54

APPENDIX C
CURRENT MONTHLY ADMINISTRATIVE CHARGE
(Per Thousand of Stated Amount)
Applicable for Three Years Following Issue or Increase

NON-SMOKERS
<TABLE>
<CAPTION>
STATED AMOUNT
------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ----------- ----------- ----------
<S> <C> <C> <C>
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20 0.08 0.00 0.00
21 0.08 0.00 0.00
22 0.08 0.00 0.00
23 0.08 0.00 0.00
24 0.08 0.00 0.00
25 0.08 0.00 0.00
26 0.08 0.00 0.00
27 0.08 0.00 0.00
28 0.08 0.00 0.00
29 0.08 0.00 0.00
30 0.08 0.00 0.00
31 0.08 0.00 0.00
32 0.08 0.00 0.00

<CAPTION>
STATED AMOUNT
------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ----------- ----------- ----------
<S> <C> <C> <C>
33 0.08 0.00 0.00
34 0.08 0.00 0.00
35 0.08 0.00 0.00
36 0.08 0.00 0.00
37 0.08 0.00 0.00
38 0.08 0.00 0.00
39 0.08 0.00 0.00
40 0.08 0.00 0.00
41 0.08 0.00 0.00
42 0.08 0.00 0.00
43 0.08 0.00 0.00
44 0.08 0.00 0.00
45 0.08 0.00 0.00
46 0.08 0.00 0.00
47 0.09 0.00 0.00
48 0.09 0.00 0.00
49 0.10 0.00 0.00
50 0.10 0.00 0.00
51 0.11 0.00 0.00
52 0.11 0.00 0.00
53 0.12 0.00 0.00
54 0.12 0.00 0.00
55 0.12 0.00 0.00
56 0.13 0.00 0.00
57 0.13 0.00 0.00
58 0.14 0.00 0.00
59 0.14 0.00 0.00
60 0.15 0.00 0.00
61 0.15 0.00 0.00
62 0.15 0.00 0.00
63 0.15 0.00 0.00
64 0.15 0.00 0.00
65+ 0.15 0.00 0.00
</TABLE>

APPENDIX C -- CURRENT MONTHLY ADMINISTRATIVE CHARGE

50
<PAGE> 55

APPENDIX C (CONT'D)
CURRENT MONTHLY ADMINISTRATIVE CHARGE
(Per Thousand of Stated Amount)
Applicable for Three Years Following Issue or Increase

SMOKERS
<TABLE>
<CAPTION>
STATED AMOUNT
------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ----------- ----------- ----------
<S> <C> <C> <C>
0 0.12 0.08 0.00
1 0.12 0.08 0.00
2 0.12 0.08 0.00
3 0.12 0.08 0.00
4 0.12 0.08 0.00
5 0.12 0.08 0.00
6 0.13 0.08 0.00
7 0.14 0.08 0.00
8 0.15 0.08 0.00
9 0.16 0.08 0.00
10 0.16 0.08 0.00
11 0.16 0.08 0.00
12 0.16 0.08 0.00
13 0.16 0.08 0.00
14 0.16 0.08 0.00
15 0.16 0.08 0.00
16 0.16 0.08 0.00
17 0.16 0.08 0.00
18 0.16 0.08 0.00
19 0.16 0.08 0.00
20 0.16 0.08 0.00
21 0.16 0.08 0.00
22 0.16 0.08 0.00
23 0.16 0.08 0.00
24 0.16 0.08 0.00
25 0.16 0.08 0.00
26 0.16 0.09 0.00
27 0.17 0.09 0.00
28 0.17 0.09 0.00
29 0.18 0.09 0.00
30 0.18 0.09 0.00
31 0.18 0.09 0.00
32 0.18 0.09 0.00

<CAPTION>
STATED AMOUNT
------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ----------- ----------- ----------
<S> <C> <C> <C>
33 0.19 0.09 0.00
34 0.19 0.09 0.00
35 0.19 0.09 0.00
36 0.20 0.09 0.00
37 0.21 0.10 0.00
38 0.22 0.10 0.00
39 0.23 0.10 0.00
40 0.23 0.10 0.00
41 0.24 0.10 0.00
42 0.24 0.10 0.00
43 0.24 0.10 0.00
44 0.24 0.10 0.00
45 0.24 0.10 0.00
46 0.25 0.11 0.00
47 0.26 0.11 0.00
48 0.27 0.11 0.00
49 0.28 0.11 0.00
50 0.29 0.15 0.00
51 0.30 0.15 0.00
52 0.32 0.15 0.00
53 0.33 0.15 0.00
54 0.34 0.15 0.00
55 0.35 0.15 0.00
56 0.35 0.15 0.00
57 0.35 0.15 0.00
58 0.36 0.15 0.00
59 0.36 0.15 0.00
60 0.36 0.15 0.00
61 0.38 0.15 0.00
62 0.38 0.15 0.00
63 0.38 0.15 0.00
64 0.39 0.15 0.00
65+ 0.39 0.15 0.00
</TABLE>

51
<PAGE> 56

APPENDIX C(1)
GUARANTEED MONTHLY ADMINISTRATIVE CHARGE
(Per Thousand of Stated Amount)
Applicable for Three Years Following Issue or Increase

SMOKERS AND NON-SMOKERS
<TABLE>
<CAPTION>
STATED AMOUNT
------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ----------- ----------- ----------
<S> <C> <C> <C>
0 0.16 0.08 0.00
1 0.16 0.08 0.00
2 0.16 0.08 0.00
3 0.16 0.08 0.00
4 0.16 0.08 0.00
5 0.16 0.08 0.00
6 0.16 0.08 0.00
7 0.16 0.08 0.00
8 0.16 0.08 0.00
9 0.16 0.08 0.00
10 0.16 0.08 0.00
11 0.16 0.08 0.00
12 0.16 0.08 0.00
13 0.16 0.08 0.00
14 0.16 0.08 0.00
15 0.16 0.08 0.00
16 0.16 0.08 0.00
17 0.16 0.08 0.00
18 0.16 0.08 0.00
19 0.16 0.08 0.00
20 0.16 0.08 0.00
21 0.16 0.08 0.00
22 0.16 0.08 0.00
23 0.16 0.08 0.00
24 0.16 0.08 0.00
25 0.16 0.08 0.00
26 0.16 0.09 0.00
27 0.17 0.09 0.00
28 0.17 0.09 0.00
29 0.18 0.09 0.00
30 0.18 0.09 0.00
31 0.18 0.09 0.00
32 0.18 0.09 0.00

<CAPTION>
STATED AMOUNT
------------------------------------------
ISSUE $50,000 $500,000 $1,000,000
AGE TO $499,999 TO $999,999 AND ABOVE
- ----- ----------- ----------- ----------
<S> <C> <C> <C>
33 0.19 0.09 0.00
34 0.19 0.09 0.00
35 0.19 0.09 0.00
36 0.20 0.09 0.00
37 0.21 0.10 0.00
38 0.22 0.10 0.00
39 0.23 0.10 0.00
40 0.23 0.10 0.00
41 0.24 0.10 0.00
42 0.24 0.10 0.00
43 0.24 0.10 0.00
44 0.24 0.10 0.00
45 0.24 0.10 0.00
46 0.25 0.11 0.00
47 0.26 0.11 0.00
48 0.27 0.11 0.00
49 0.28 0.11 0.00
50 0.29 0.15 0.00
51 0.30 0.15 0.00
52 0.32 0.15 0.00
53 0.33 0.15 0.00
54 0.34 0.15 0.00
55 0.35 0.15 0.00
56 0.35 0.15 0.00
57 0.35 0.15 0.00
58 0.36 0.15 0.00
59 0.36 0.15 0.00
60 0.36 0.15 0.00
61 0.38 0.15 0.00
62 0.38 0.15 0.00
63 0.38 0.15 0.00
64 0.39 0.15 0.00
65+ 0.39 0.15 0.00
</TABLE>

APPENDIX C(1) -- GUARANTEED MONTHLY ADMINISTRATIVE CHARGE

52
<PAGE> 57
THE TRAVELERS FUND UL
FOR VARIABLE LIFE INSURANCE

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

<TABLE>
<S> <C>
ASSETS:
Investments in eligible funds at market value:
The Travelers Variable Products Funds, 1,878,268 shares (cost $6,952,620) . . . . . . . . . . . $ 7,391,226
Templeton Variable Products Series Fund, 222,079 shares (cost $3,789,970) . . . . . . . . . . . 4,316,102
Fidelity's Variable Insurance Products Fund, 262,013 shares (cost $4,759,718) . . . . . . . . . 5,459,211
Fidelity's Variable Insurance Products Fund II, 150,252 shares (cost $2,127,550) . . . . . . . 2,372,477
Dreyfus Stock Index Fund, 19,047 shares (cost $294,821) . . . . . . . . . . . . . . . . . . . . 327,609
American Odyssey Funds, Inc., 26,030 shares (cost $347,967) . . . . . . . . . . . . . . . . . . 357,659
Smith Barney/Travelers Series Fund Inc., 7,844 shares (cost $92,977) . . . . . . . . . . . . . 95,755
Smith Barney Series Fund, 164 shares (cost $2,096) . . . . . . . . . . . . . . . . . . . . . . 2,084

Dividends receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,273
Receivable for premium payments and transfers from other Travelers accounts . . . . . . . . . . . 360,529
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 422
----------------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,710,347
----------------

LIABILITIES:
Payable for contract surrenders and transfers to other Travelers accounts . . . . . . . . . . . . 18,777
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,869
----------------

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,646
----------------

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,689,701
================
</TABLE>

See Notes to Financial Statements

-1-
<PAGE> 58
THE TRAVELERS FUND UL
FOR VARIABLE LIFE INSURANCE

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 308,603

EXPENSES:
Insurance charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 75,850
Administrative charges . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
-----------------
Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,998
-----------------

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . 232,605
-----------------

REALIZED GAIN AND CHANGE IN UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain from investment transactions:
Proceeds from investments sold . . . . . . . . . . . . . . . . . . . . . . . 4,961,292
Cost of investments sold . . . . . . . . . . . . . . . . . . . . . . . . . . 4,810,313
-----------------
Net realized gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150,979

Change in unrealized gain (loss) on investments:
Unrealized loss at December 31, 1994 . . . . . . . . . . . . . . . . . . . . (79,932)
Unrealized gain at December 31, 1995 . . . . . . . . . . . . . . . . . . . . 1,954,404
-----------------
Net change in unrealized gain (loss) for the year . . . . . . . . . . . . . 2,034,336
-----------------
Net realized gain and change in unrealized gain (loss) . . . . . . . . . . 2,185,315
-----------------

Net increase in net assets resulting from operations . . . . . . . . . . . . . $ 2,417,920
-----------------
</TABLE>

See Notes to Financial Statements

-2-
<PAGE> 59
THE TRAVELERS FUND UL
FOR VARIABLE LIFE INSURANCE

STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
OPERATIONS:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 232,605 $ 94,073
Net realized gain (loss) from investment transactions . . . . . . . . . . . . . 150,979 (6,549)
Net change in unrealized gain (loss) on investments . . . . . . . . . . . . . . 2,034,336 (140,954)
------------- ------------

Net increase (decrease) in net assets resulting from operations . . . . . . . 2,417,920 (53,430)
------------- ------------

UNIT TRANSACTIONS:

Participant premium payments
(applicable to 10,466,712 and 4,481,114 units, respectively) . . . . . . . . 12,301,017 5,311,444
Participant transfers from other Travelers accounts
(applicable to 4,576,712 and 4,833,697 units, respectively) . . . . . . . . . 5,501,026 5,175,800
Contract surrenders
(applicable to 1,594,372 and 723,287 units, respectively) . . . . . . . . . . (1,932,840) (835,173)
Participant transfers to other Travelers accounts
(applicable to 3,881,875 and 2,824,076 units, respectively) . . . . . . . . . (5,170,119) (3,873,682)
Other payments to participants
(applicable to 1,265 units) . . . . . . . . . . . . . . . . . . . . . . . . . (1,498) -
------------- ------------
Net increase in net assets resulting from unit transactions . . . . . . . . 10,697,586 5,778,389
------------- ------------

Net increase in net assets . . . . . . . . . . . . . . . . . . . . . . . . 13,115,506 5,724,959

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,574,195 1,849,236
------------- ------------
End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,689,701 $ 7,574,195
============= ============
</TABLE>

See Notes to Financial Statements

-3-
<PAGE> 60
NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

The Travelers Fund UL for Variable Life Insurance ("Fund UL") is a
separate account of The Travelers Insurance Company ("The Travelers"), an
indirect wholly owned subsidiary of Travelers Group Inc., and is available
for funding certain variable life insurance contracts issued by The
Travelers. Fund UL is registered under the Investment Company Act of
1940, as amended, as a unit investment trust. The Travelers interest in
the net assets of Fund UL was $3,684,328 at December 31, 1995.

Premium payments applied to Fund UL are invested in one or more eligible
funds in accordance with the selection made by the owner. As of December
31, 1995, the eligible funds available under Fund UL are: Managed Assets
Trust; High Yield Bond Trust; Capital Appreciation Fund; Cash Income
Trust; U.S. Government Securities Portfolio, Utilities Portfolio, Zero
Coupon Bond Fund Portfolio Series 1998, Zero Coupon Bond Fund Portfolio
Series 2000 and Zero Coupon Bond Fund Portfolio Series 2005 of The
Travelers Series Trust; Smith Barney Income and Growth Portfolio, Alliance
Growth Portfolio, Smith Barney High Income Portfolio, and MFS Total Return
Portfolio of the Smith Barney/Travelers Series Fund Inc.; the Total Return
Portfolio of the Smith Barney Series Fund (all of which are managed by
affiliates of The Travelers); Templeton Bond Fund, Templeton Stock Fund
and Templeton Asset Allocation Fund of Templeton Variable Products Series
Fund; High Income Portfolio, Growth Portfolio and Equity-Income Portfolio
of Fidelity's Variable Insurance Products Fund; Asset Manager Portfolio of
Fidelity's Variable Insurance Products Fund II; and Dreyfus Stock Index
Fund. All of the funds are Massachusetts business trusts, except for
Smith Barney/Travelers Series Fund Inc. and Dreyfus Stock Index Fund which
are incorporated under Maryland law. Not all funds are available in all
states.

Effective July 12, 1995, the following funds were no longer available to
new contract owners under Fund UL. These funds are: American Odyssey Core
Equity Fund, American Odyssey Emerging Opportunities Fund, American
Odyssey International Equity Fund, American Odyssey Long-Term Bond Fund,
American Odyssey Intermediate-Term Bond Fund and American Odyssey
Short-Term Bond Fund of American Odyssey Funds, Inc.

The following is a summary of significant accounting policies consistently
followed by Fund UL in the preparation of its financial statements.

SECURITY VALUATION. Investments are valued daily at the net asset values
per share of the underlying funds.

FEDERAL INCOME TAXES. The operations of Fund UL form a part of the total
operations of The Travelers and are not taxed separately. The Travelers
is taxed as a life insurance company under the Internal Revenue Code of
1986, as amended (the "Code"). Under existing federal income tax law, no
taxes are payable on the investment income of Fund UL. Fund UL is not
taxed as a "regulated investment company" under Subchapter M of the Code.

OTHER. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.

Security transactions are accounted for on the trade date. Dividend
income is recorded on the ex-dividend date.

2. INVESTMENTS

Purchases and sales of investments aggregated $15,569,717 and $4,810,313,
respectively, for the year ended December 31, 1995. Realized gains and
losses from investment transactions are reported on an identified-cost
basis. The cost of investments in eligible funds was $18,367,719 at
December 31, 1995. Gross unrealized appreciation for all investments at
December 31, 1995 was $1,956,142. Gross unrealized depreciation for all
investments at December 31, 1995 was $1,738.

-4-
<PAGE> 61
NOTES TO FINANCIAL STATEMENTS - CONTINUED

3. CONTRACT CHARGES

Insurance charges and administrative charges up to a maximum of 0.80% and
0.10%, respectively, of the value of Fund UL on an annual basis, are
allowed for mortality and expense risks and administrative expenses
assumed by The Travelers. For Price I contracts (all Invest Contracts and
MarketLife Contracts issued prior to July 12, 1995, and MarketLife
Contracts issued on or after July 12, 1995 where state approval for
Enhanced MarketLife is pending), the insurance charges were 0.60% and the
administrative charges were waived by The Travelers for the year ended
December 31, 1995. For Price II contracts (all MarketLife Contracts
issued on or after July 12, 1995, where state approval has been received),
the insurance charges were 0.80% and the administrative charges were 0.10%
for the year ended December 31, 1995.

The Travelers received contingent surrender charges on full or partial
contract surrenders. Such charges are computed by applying various
percentages to premiums and/or stated contract amounts. The Travelers
received $23,577 and $8,349 in satisfaction of such surrender charges for
the years ended December 31, 1995 and 1994, respectively.

4. NET CONTRACT OWNERS' EQUITY

<TABLE>
<CAPTION>
DECEMBER 31, 1995
----------------------------------------------------
UNIT NET
UNITS VALUE ASSETS
----- ----- ------
<S> <C> <C> <C>
Managed Assets Trust
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 591,017 $ 1.972 $ 1,165,742
Price II . . . . . . . . . . . . . . . . . . . . . . . . 14,541 1.970 28,646
High Yield Bond Trust . . . . . . . . . . . . . . . . . . . . 150,362 1.881 282,885
Capital Appreciation Fund
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 635,922 1.697 1,078,849
Price II . . . . . . . . . . . . . . . . . . . . . . . . 53,012 1.694 89,824
Cash Income Trust
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 723,616 1.435 1,038,229
Price II . . . . . . . . . . . . . . . . . . . . . . . . 448,613 1.433 642,862
The Travelers Series Trust
U.S. Government Securities Portfolio
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 120,735 1.151 139,017
Price II . . . . . . . . . . . . . . . . . . . . . . . . 24,747 1.150 28,459
Utilities Portfolio
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 47,425 1.275 60,482
Price II . . . . . . . . . . . . . . . . . . . . . . . . 7,850 1.274 9,999
Zero Coupon Bond Fund Portfolio Series 1998
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 1.024 1,023,638
Price II . . . . . . . . . . . . . . . . . . . . . . . . - 1.023 -
Zero Coupon Bond Fund Portfolio Series 2000
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 1.030 1,029,637
Price II . . . . . . . . . . . . . . . . . . . . . . . . - 1.029 -
Zero Coupon Bond Fund Portfolio Series 2005
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 1.047 1,046,616
Price II . . . . . . . . . . . . . . . . . . . . . . . . 2,884 1.046 3,017
Templeton Variable Products Series Fund
Templeton Bond Fund
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 134,329 1.075 144,457
Price II . . . . . . . . . . . . . . . . . . . . . . . . 5,080 1.074 5,456
Templeton Stock Fund
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 1,915,203 1.195 2,288,806
Price II . . . . . . . . . . . . . . . . . . . . . . . . 102,203 1.194 121,988
Templeton Asset Allocation Fund
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 1,471,489 1.153 1,696,850
Price II . . . . . . . . . . . . . . . . . . . . . . . . 67,028 1.152 77,198
</TABLE>

-5-
<PAGE> 62
NOTES TO FINANCIAL STATEMENTS - CONTINUED

4. NET CONTRACT OWNERS' EQUITY (CONTINUED)

<TABLE>
<CAPTION>
UNIT NET
UNITS VALUE ASSETS
----- ----- ------
<S> <C> <C> <C>
Fidelity's Variable Insurance Products Fund
High Income Portfolio
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 637,203 $ 1.143 $ 728,312
Price II . . . . . . . . . . . . . . . . . . . . . . . . 62,746 1.142 71,629
Growth Portfolio
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 1,845,407 1.314 2,425,081
Price II . . . . . . . . . . . . . . . . . . . . . . . . 157,672 1.313 206,941
Equity-Income Portfolio
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 1,412,750 1.370 1,934,935
Price II . . . . . . . . . . . . . . . . . . . . . . . . 95,794 1.368 131,039
Fidelity's Variable Insurance Products Fund II
Asset Manager Portfolio
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 2,186,204 1.069 2,336,175
Price II . . . . . . . . . . . . . . . . . . . . . . . . 42,204 1.067 45,043
Dreyfus Stock Index Fund
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 182,879 1.369 250,285
Price II . . . . . . . . . . . . . . . . . . . . . . . . 61,022 1.367 83,410
American Odyssey Funds, Inc.
American Odyssey Core Equity Fund . . . . . . . . . . . . . 31,923 1.383 44,161
American Odyssey Emerging Opportunities Fund . . . . . . . 156,674 1.426 223,351
American Odyssey International Equity Fund . . . . . . . . 58,634 1.113 65,236
American Odyssey Long-Term Bond Fund . . . . . . . . . . . 31,305 1.218 38,115
American Odyssey Intermediate-Term Bond Fund . . . . . . . 356 1.056 375
American Odyssey Short-Term Bond Fund . . . . . . . . . . . 2,102 1.110 2,333
Smith Barney/Travelers Series Fund Inc.
Alliance Growth Portfolio
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 10,380 1.044 10,833
Price II . . . . . . . . . . . . . . . . . . . . . . . . 9,504 1.043 9,907
Smith Barney Income and Growth Portfolio
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 123 1.068 131
Price II . . . . . . . . . . . . . . . . . . . . . . . . 960 1.067 1,025
MFS Total Return Portfolio
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 55,860 1.087 60,722
Price II . . . . . . . . . . . . . . . . . . . . . . . . 14,648 1.086 15,906
Smith Barney Series Fund
Total Return Portfolio
Price I . . . . . . . . . . . . . . . . . . . . . . . . . 183 1.036 190
Price II . . . . . . . . . . . . . . . . . . . . . . . . 1,846 1.035 1,909
-------------
Net Contract Owners' Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,689,701
-------------
</TABLE>

-6-

<PAGE> 63

NOTES TO FINANCIAL STATEMENTS - CONTINUED

5. STATEMENT OF INVESTMENTS

<TABLE>
<CAPTION>
NO. OF MARKET
INVESTMENT OPTIONS SHARES VALUE
-------------- ----------------
<S> <C> <C>
THE TRAVELERS VARIABLE PRODUCTS FUNDS (36.4%)
Managed Assets Trust (Cost $1,077,815) 76,843 $ 1,191,073
High Yield Bond Trust (Cost $262,753) 31,025 279,229
Capital Appreciation Fund (Cost $985,701) 35,069 1,163,591
Cash Income Trust (Cost $1,416,684) 1,416,494 1,416,684
U.S. Government Securities Portfolio (Cost $147,464) 13,452 167,203
Utilities Portfolio (Cost $62,955) 5,470 70,284
Zero Coupon Fund Portfolio Series 1998 (Cost $998,753) 99,875 1,023,722
Zero Coupon Fund Portfolio Series 2000 (Cost $998,759) 99,876 1,029,721
Zero Coupon Fund Portfolio Series 2005 (Cost $1,001,736) 100,164 1,049,719
----------------
Total Cost $6,952,620 7,391,226
----------------

TEMPLETON VARIABLE PRODUCTS SERIES Fund (21.2%)
Templeton Bond Fund (Cost $138,667) 12,593 149,600
Templeton Stock Fund (Cost $2,104,447) 115,084 2,398,348
Templeton Asset Allocation Fund (Cost $1,546,856) 94,402 1,768,154
----------------
Total Cost $3,789,970 4,316,102
----------------

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND (26.9%)
High Income Portfolio (Cost $739,082) 66,070 796,145
Growth Portfolio (Cost $2,226,636) 89,352 2,609,065
Equity-Income Portfolio (Cost $1,794,000) 106,591 2,054,001
----------------
Total Cost $4,759,718 5,459,211
----------------

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (11.7%)
Asset Manager Portfolio (Cost $2,127,550)
Total Cost $2,127,550 150,252 2,372,477
----------------

DREYFUS STOCK INDEX FUND (1.6%)
Total Cost $294,821 19,047 327,609
----------------

AMERICAN ODYSSEY FUNDS, INC. (1.8%)
American Odyssey Core Equity Fund (Cost $39,054) 3,168 42,197
American Odyssey Emerging Opportunities Fund (Cost $209,565) 14,238 213,853
American Odyssey International Equity Fund (Cost $60,399) 5,053 64,075
American Odyssey Long-Term Bond Fund (Cost $36,337) 3,324 34,996
American Odyssey Short-Term Bond Fund (Cost $2,290) 217 2,222
American Odyssey Intermediate-Term Bond Fund (Cost $322) 30 316
----------------
Total Cost $347,967 357,659
----------------

SMITH BARNEY/TRAVELERS SERIES FUND INC. (0.4%)
Alliance Growth Portfolio (Cost $20,428) 1,495 20,118
Smith Barney Income And Growth Portfolio (Cost $1,137) 88 1,136
MFS Total Return Portfolio (Cost $71,412) 6,261 74,501
----------------
Total Cost $92,977 95,755
----------------

SMITH BARNEY SERIES FUND (0.0%)
Total Return Portfolio (Cost $2,096)
Total Cost $2,096 164 2,084
----------------

TOTAL INVESTMENT OPTIONS (100.0%)
(COST $18,367,719) $ 20,322,123
================
</TABLE>

-7-
<PAGE> 64

NOTES TO FINANCIAL STATEMENTS - continued

6. SCHEDULE OF FUND UL OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
CAPITAL
MANAGED ASSETS TRUST HIGH YIELD BOND TRUST APPRECIATION FUND
------------------------- ---------------------------- ------------------------

1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends. . . . . . . . . . . . . . . . $ 40,936 $ 70,237 $ 18,822 $ 11,348 $ 2,760 $ 841
----------- ------------- ---------- ---------- ------------- -----------
EXPENSES:
Insurance charges . . . . . . . . . . . . 5,330 5,908 1,571 772 4,395 1,554
Administrative charges. . . . . . . . . . 3 - - - 8 -
----------- ------------- ---------- ---------- -------------- ----------
Net investment income (loss) . . . . . . 35,603 64,329 17,251 10,576 (1,643) (713)
----------- ------------- ---------- ---------- -------------- ----------
REALIZED GAIN (LOSS) AND CHANGE IN
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment
transactions
Proceeds from investments sold. . . . . 376,022 238,758 77,846 101,106 96,468 39,915
Cost of investments sold . . . . . . . 359,634 242,915 81,477 106,114 81,467 33,059
----------- ------------- ---------- ---------- ------------- -----------

Net realized gain (loss) . . . . . . . 16,388 (4,157) (3,631) (5,008) 15,001 6,856
----------- ------------- ---------- ---------- ------------- -----------
Change in unrealized gain (loss) on
investments:
Unrealized gain (loss) beginning of
year . . . . . . . . . . . . . . . . . (39,140) 46,522 (4,540) 2,981 (3,117) 11,519
Unrealized gain (loss) end of year. . . 113,258 (39,140) 16,476 (4,540) 177,890 (3,117)
----------- ------------- ---------- ---------- ------------- -----------
Net change in unrealized gain (loss)
for the year . . . . . . . . . . . . 152,398 (85,662) 21,016 (7,521) 181,007 (14,636)
----------- ------------- ---------- ---------- ------------- -----------
Net increase (decrease) in net assets
resulting from operations. . . . . . . 204,389 (25,490) 34,636 (1,953) 194,365 (8,493)
----------- ------------- ---------- ---------- ------------- -----------

UNIT TRANSACTIONS:
Participant premium payments . . . . . . 252,223 183,898 97,670 45,381 329,154 152,844
Participant transfers from other
Travelers accounts . . . . . . . . . . . 206,853 69,184 8,164 149,268 407,754 187,041
Contract surrenders. . . . . . . . . . . (213,318) (123,712) (63,621) (40,505) (126,174) (55,126)
Participant transfers to other Travelers
accounts . . . . . . . . . . . . . . . (80,934) (185,767) (24,590) (74,029) (29,551) (24,764)
Other payments to participants . . . . . - - - - (324)
----------- ------------- ---------- ---------- ------------- -----------
Net increase (decrease) in net assets
resulting from unit transactions . . 164,824 (56,397) 17,623 80,115 580,859 259,995
----------- ------------- ---------- ---------- ------------- -----------
Net increase (decrease) in net assets 369,213 (81,887) 52,259 78,162 775,224 251,502

NET ASSETS:
Beginning of year . . . . . . . . . . . 825,175 907,062 230,626 152,464 393,449 141,947
----------- ------------- ----------- ---------- ------------- -----------
End of year . . . . . . . . . . . . . . $ 1,194,388 $ 825,175 $ 282,885 $ 230,626 $ 1,168,673 $ 393,449
=========== ============= =========== ========== ============= ===========
</TABLE>

-8-
<PAGE> 65

NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
ZERO COUPON BOND
CASH U.S. GOVERNMENT FUND PORTFOLIO
INCOME TRUST SECURITIES PORTFOLIO UTILITIES PORTFOLIO SERIES 1998
--------------------------------- ---------------------------- --------------------------- ----------------------------
1995 1994 1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ 51,414 $ 29,710 $ 6,396 $ - $ 57 $ - $ - $ -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

7,336 6,114 776 324 200 3 1,346 -
70 - 2 - 1 - - -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------
44,008 23,596 5,618 (324) (144) (3) (1,346) -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

3,122,783 2,478,281 43,281 8,194 22,221 46 1,261 -
3,122,783 2,478,281 42,077 8,507 20,300 47 1,246 -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

- - 1,204 (313) 1,921 (1) 15 -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

- - (680) - (1) - - -
- - 19,739 (680) 7,329 (1) 24,969 -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

- - 20,419 (680) 7,330 (1) 24,969 -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

44,008 23,596 27,241 (1,317) 9,107 (5) 23,638 -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

3,808,981 2,960,609 52,081 32,322 30,285 2,180 1,000,000 -
809,577 1,334,856 29,366 86,590 43,375 305 - -
(209,087) (207,394) (17,273) (7,983) (5,130) (89) - -
(3,996,433) (3,535,385) (32,113) (1,438) (9,529) (18) - -
- - - - - - - -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

413,038 552,686 32,061 109,491 59,001 2,378 1,000,000 -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------
457,046 576,282 59,302 108,174 68,108 2,373 1,023,638 -

1,224,045 647,763 108,174 - 2,373 - - -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

$ 1,681,091 $ 1,224,045 $ 167,476 $ 108,174 $ 70,481 $ 2,373 $ 1,023,638 $ -
============== ============== =========== ============ =========== =========== ============= ============

</TABLE>

-9-

<PAGE> 66

NOTES TO FINANCIAL STATEMENTS - CONTINUED

6. SCHEDULE OF FUND UL OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 (CONTINUED)

<TABLE>
<CAPTION>
ZERO COUPON BOND ZERO COUPON BOND
FUND PORTFOLIO FUND PORTFOLIO
SERIES 2000 SERIES 2005 TEMPLETON BOND FUND
------------------------- ------------------------ ---------------------------
1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends . . . . . . . . . . . . . . . $ - $ - $ - $ - $ 5,066 $ 11
------------ --------- ----------- --------- ---------- ------------

EXPENSES:
Insurance charges . . . . . . . . . . . 1,341 - 1,346 - 813 160
Administrative charges . . . . . . . . - - - - - -
------------ --------- ----------- --------- ---------- ------------
Net investment income (loss) . . . . (1,341) - (1,346) - 4,253 (149)
------------ --------- ----------- --------- ---------- ------------

REALIZED GAIN (LOSS) AND CHANGE IN
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment
transactions
Proceeds from investments sold . . . 1,257 - 1,190 - 62,279 24,059
Cost of investments sold . . . . . . 1,241 - 1,171 - 59,015 24,114
------------ --------- ----------- --------- ---------- ------------

Net realized gain (loss) . . . . . . 16 - 19 - 3,264 (55)
------------ --------- ----------- --------- ---------- ------------

Change in unrealized gain (loss) on
investments:
Unrealized gain (loss) beginning of year - - - - 332 -
Unrealized gain (loss) end of year . 30,962 - 47,983 - 10,933 332
------------ --------- ----------- --------- ---------- ------------
Net change in unrealized gain (loss) for
the year . . . . . . . . . . . . . . . 30,962 - 47,983 - 10,601 332
------------ --------- ----------- --------- ---------- ------------
Net increase (decrease) in net assets
resulting from operations . . . . . . 29,637 - 46,656 - 18,118 128
------------ --------- ----------- --------- ---------- ------------

UNIT TRANSACTIONS:
Participant premium payments . . . . . 1,000,000 - 1,003,016 - 105,490 44,718
Participant transfers from other
Travelers accounts . . . . . . . . . . - - - - 23,219 43,641
Contract surrenders . . . . . . . . . . - - (39) - (20,727) (5,011)
Participant transfers to other Travelers
accounts - - - - (49,818) (9,845)
Other payments to participants - - - - - -
------------ --------- ----------- --------- ---------- ------------

Net increase (decrease) in net assets
resulting from unit transactions . . 1,000,000 - 1,002,977 - 58,164 73,503
------------ --------- ----------- --------- ---------- ------------

Net increase (decrease) in net assets 1,029,637 - 1,049,633 - 76,282 73,631

NET ASSETS:
Beginning of year . . . . . . . . . . - - - - 73,631 -
------------ --------- ----------- --------- ---------- ------------

End of year . . . . . . . . . . . . . $ 1,029,637 $ - $ 1,049,633 $ - $ 149,913 $ 73,631
============ ========= =========== ========= ========== ============
</TABLE>

-10-
<PAGE> 67

NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
TEMPLETON ASSET FIDELITY'S HIGH FIDELITY'S
TEMPLETON STOCK FUND ALLOCATION FUND INCOME PORTFOLIO GROWTH PORTFOLIO
----------------------------- ------------------------------ ---------------------------- ----------------------------
1995 1994 1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ 19,051 $ 120 $ 26,362 $ 97 $ 19,756 $ 408 $ 4,488 $ 651
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

9,643 2,207 7,988 2,572 2,933 644 9,674 1,988
11 - 9 - 9 - 20 -
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------
9,397 (2,087) 18,365 (2,475) 16,814 (236) (5,206) (1,337)
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

207,815 17,171 107,532 13,283 48,286 11,230 181,771 18,549
187,264 17,388 97,472 13,585 45,475 12,052 149,497 20,245
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

20,551 (217) 10,060 (302) 2,811 (822) 32,274 (1,696)
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

(19,006) - (10,005) - (924) - 30,533 -
293,901 (19,006) 221,298 (10,005) 57,063 (924) 382,429 30,533
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

312,907 (19,006) 231,303 (10,005) 57,987 (924) 351,896 30,533
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

342,855 (21,310) 259,728 (12,782) 77,612 (1,982) 378,964 27,500
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

895,929 390,647 619,275 277,719 317,211 107,547 902,843 312,051
812,982 534,732 222,974 714,112 271,515 180,024 1,043,981 487,427
(268,346) (77,915) (157,512) (59,628) (83,202) (26,639) (277,564) (79,931)
(186,328) (12,082) (84,478) (4,995) (36,291) (5,415) (155,582) (7,667)
(370) - (365) - (439) - - -
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

1,253,867 835,382 599,894 927,208 468,794 255,517 1,513,678 711,880
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

1,596,722 814,072 859,622 914,426 546,406 253,535 1,892,642 739,380

814,072 - 914,426 - 253,535 - 739,380 -
------------ ------------ ------------- ------------- ------------ ----------- ----------- -------------
$ 2,410,794 $ 814,072 $ 1,774,048 $ 914,426 $ 799,941 $ 253,535 $ 2,632,022 $ 739,380
============ ============ ============= ============= ============ =========== =========== =============
</TABLE>

-11-
<PAGE> 68

NOTES TO FINANCIAL STATEMENTS - CONTINUED

6. SCHEDULE OF FUND UL OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 (CONTINUED)

<TABLE>
<CAPTION>
FIDELITY'S EQUITY- FIDELITY'S ASSET DREYFUS STOCK
INCOME PORTFOLIO MANAGER PORTFOLIO INDEX FUND
--------------------------- ---------------------------- ------------------------
1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends . . . . . . . . . . . . . . . $ 57,205 $ 5,526 $ 32,170 $ 871 $ 6,430 $ 807
------------ ----------- ------------ ------------- ----------- ---------

EXPENSES:
Insurance charges . . . . . . . . . . . 7,158 1,064 11,730 4,081 949 112
Administrative charges . . . . . . . . - - 4 - 9 -
------------ ----------- ------------ ------------- ----------- ---------
Net investment income (loss) . . . . 50,047 4,462 20,436 (3,210) 5,472 695
------------ ----------- ------------ ------------- ----------- ---------
REALIZED GAIN (LOSS) AND CHANGE IN
UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment
transactions
Proceeds from investments sold . . . 129,546 14,686 357,375 26,613 29,459 4,995
Cost of investments sold . . . . . . 106,630 14,486 348,343 27,788 23,404 4,858
------------ ----------- ------------ ------------- ----------- ---------

Net realized gain (loss) . . . . . . 22,916 200 9,032 (1,175) 6,055 137
------------ ----------- ------------ ------------- ----------- ---------
Change in unrealized gain (loss) on
investments:
Unrealized gain (loss) beginning of year (795) - (31,871) - (201) -
Unrealized gain (loss) end of year . 260,001 (795) 244,927 (31,871) 32,788 (201)
------------ ----------- ------------ ------------- ----------- ---------
Net change in unrealized gain (loss) for
the year. . . . . . . . . . . . . . . 260,796 (795) 276,798 (31,871) 32,989 (201)
------------ ----------- ------------ ------------- ----------- ---------
Net increase (decrease) in net assets
resulting from operations . . . . . . 333,759 3,867 306,266 (36,256) 44,516 631
------------ ----------- ------------ ------------- ----------- ---------

UNIT TRANSACTIONS:
Participant premium payments . . . . . 745,361 184,990 807,194 591,289 162,950 17,235
Participant transfers from other
Travelers accounts . . . . . . . . . . 762,957 343,599 466,673 972,105 104,338 34,387
Contract surrenders . . . . . . . . . . (172,156) (34,496) (263,503) (111,946) (23,466) (4,088)
Participant transfers to other Travelers
accounts . . . . . . . . . . . . . . (99,376) (2,531) (341,312) (9,292) (2,423) (385)
Other payments to participants . . . . - - - - - -
------------ ----------- ------------ ------------- ----------- ---------
Net increase (decrease) in net assets
resulting from unit transactions . . 1,236,786 491,562 669,052 1,442,156 241,399 47,149
------------ ----------- ------------ ------------- ----------- ---------
Net increase (decrease) in net assets 1,570,545 495,429 975,318 1,405,900 285,915 47,780

NET ASSETS:
Beginning of year . . . . . . . . 495,429 - 1,405,900 - 47,780 -
------------ ----------- ------------ ------------- ----------- ---------
End of year . . . . . . . . . . . $ 2,065,974 $ 495,429 $ 2,381,218 $ 1,405,900 $ 333,695 $ 47,780
============ =========== ============ ============= =========== =========
</TABLE>

-12-
<PAGE> 69

NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
AMERICAN ODYSSEY AMERICAN ODYSSEY
AMERICAN ODYSSEY EMERGING OPPORTUNITIES INTERNATIONAL EQUITY AMERICAN ODYSSEY
CORE EQUITY FUND FUND FUND LONG-TERM BOND FUND
- ------------------------------ ------------------------------- ------------------------------ -----------------------------
1995 1994 1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ 1,960 $ 3 $ 9,047 $ 339 $ 626 $ 504 $ 3,134 $ 150
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------

126 - 670 25 270 20 102 3
- - - - - - - -
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------
1,834 3 8,377 314 356 484 3,032 147
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------

8,482 - 37,648 148 29,695 85 13,624 98
7,288 - 29,526 142 27,426 87 12,319 98
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------
1,194 - 8,122 6 2,269 (2) 1,305 -
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------

(2) - 625 - (1,033) - (106) -
3,143 (2) 4,288 625 3,676 (1,033) (1,341) (106)
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------
3,145 (2) 3,663 625 4,709 (1,033) (1,235) (106)
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------

6,173 1 20,162 945 7,334 (551) 3,102 41
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------

3,391 10 93,588 3,320 26,719 3,257 19,931 1,410
37,760 176 118,650 21,735 30,284 12,193 24,193 4,424
(1,806) (8) (16,696) (327) (7,735) (232) (3,415) (136)
(1,536) - (18,006) (20) (5,985) (48) (11,434) (1)
- - - - - - - -
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------

37,809 178 177,536 24,708 43,283 15,170 29,275 5,697
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------
43,982 179 197,698 25,653 50,617 14,619 32,377 5,738

179 - 25,653 - 14,619 - 5,738 -
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------
$ 44,161 $ 179 $ 223,351 $ 25,653 $ 65,236 $ 14,619 $ 38,115 $ 5,738
============= ============= ============== ============== ============= ============= ============== ============
</TABLE>

-13-
<PAGE> 70

NOTES TO FINANCIAL STATEMENTS - CONTINUED

6. SCHEDULE OF FUND UL OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 (CONTINUED)

<TABLE>
<CAPTION>
AMERICAN ODYSSEY
INTERMEDIATE-TERM AMERICAN ODYSSEY ALLIANCE GROWTH
BOND FUND SHORT-TERM BOND FUND PORTFOLIO
-------------------- ------------------------ -----------------------
1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends . . . . . . . . . . . . . . . $ 20 $ - $ 111 $ 1 $ 620 $ -
-------- --------- ----------- ---------- ---------- ---------
EXPENSES:
Insurance charges . . . . . . . . . . . 1 - 12 - 14 -
Administrative charges . . . . . . . . - - - - 1 -
-------- --------- ----------- ---------- ---------- ---------
Net investment income (loss) . . . . 19 - 99 1 605 -
-------- --------- ----------- ---------- ---------- ---------
REALIZED GAIN (LOSS) AND CHANGE IN
UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
Realized gain (loss) from investment
transactions
Proceeds from investments sold . . . - - 4,486 - 284 -
Cost of investments sold . . . . . . - - 4,330 - 275 -
-------- --------- ----------- ---------- ---------- ---------
Net realized gain (loss) . . . . . . - - 156 - 9 -
-------- --------- ----------- ---------- ---------- ---------
Change in unrealized gain (loss) on
investments:
Unrealized gain (loss) beginning of year - - (1) - - -
Unrealized gain (loss) end of year . (6) - (68) (1) (310) -
-------- --------- ----------- ---------- ---------- ---------
Net change in unrealized gain (loss) for
the year . . . . . . . . . . . . . . (6) - (67) (1) (310) -
-------- --------- ----------- ---------- ---------- ---------
Net increase (decrease) in net assets
resulting from operations . . . . . . 13 - 188 - 304 -
-------- --------- ----------- ---------- ---------- ---------
UNIT TRANSACTIONS:
Participant premium payments . . . . . 408 - 3,744 17 6,840 -
Participant transfers from other
Travelers accounts . . . . . . . . . . 44 - 2,961 1 14,239 -
Contract surrenders . . . . . . . . . . (81) - (516) (7) (568) -
Participant transfers to other Travelers
accounts . . . . . . . . . . . . . . . (9) - (4,055) - (75) -
Other payments to participants . . . . - - - - - -
-------- --------- ----------- ---------- ---------- ---------
Net increase (decrease) in net assets
resulting from unit transactions . . 362 - 2,134 11 20,436 -
-------- --------- ----------- ---------- ---------- ---------
Net increase (decrease) in net assets 375 - 2,322 11 20,740 -

NET ASSETS:
Beginning of year . . . . . . . . . . - - 11 - - -
-------- --------- ----------- ---------- ---------- ---------
End of year . . . . . . . . . . . . . $ 375 $ - $ 2,333 $ 11 $ 20,740 $ -
======== ========= =========== ========== ========== =========
</TABLE>

-14-
<PAGE> 71
NOTES TO FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
SMITH BARNEY INCOME MFS TOTAL RETURN
AND GROWTH PORTFOLIO PORTFOLIO TOTAL RETURN PORTFOLIO COMBINED
- ------------------------ ------------------------------ ----------------------------- -------------------------------
1995 1994 1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
$ 20 $ - $ 2,147 $ - $ 5 $ - $ 308,603 $ 121,624
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

1 - 124 - 1 - 75,850 27,551
- - 1 - - - 148 -
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------
19 - 2,022 - 4 - 232,605 94,073
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

35 - 593 - 53 - 4,961,292 2,997,217
33 - 569 - 51 - 4,810,313 3,003,766
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

2 - 24 - 2 - 150,979 (6,549)
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

- - - - - - (79,932) 61,022
(1) - 3,089 - (12) - 1,954,404 (79,932)
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

(1) - 3,089 - (12) - 2,034,336 (140,954)
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

20 - 5,135 (6) - 2,417,920 (53,430)
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

301 - 14,644 - 1,788 - 12,301,017 5,311,444
1,052 - 57,736 - 379 - 5,501,026 5,175,800
(138) - (705) - (62) - (1,932,840) (835,173)
(79) - (182) - - - (5,170,119) (3,873,682)
- - - - - - (1,498) -
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

1,136 - 71,493 - 2,105 - 10,697,586 5,778,389
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------
1,156 - 76,628 - 2,099 - 13,115,506 5,724,959

- - - - - - 7,574,195 1,849,236
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------
$ 1,156 $ - $ 76,628 $ - $ 2,099 $ - $ 20,689,701 $ 7,574,195
======== ============ ============= ============= ============ ============ ============== ============
</TABLE>

-15-
<PAGE> 72

REPORT OF INDEPENDENT ACCOUNTANTS

To the Owners of Variable Life Insurance Contracts of
The Travelers Fund UL for Variable Life Insurance:

We have audited the accompanying statement of assets and liabilities of The
Travelers Fund UL for Variable Life Insurance as of December 31, 1995, and the
related statement of operations for the year then ended, and the statement of
changes in net assets for each of the two years in the period then ended.
These financial statements are the responsibility of management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of shares owned as of December 31, 1995, by
correspondence with the underlying funds. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Travelers Fund UL for
Variable Life Insurance as of December 31, 1995, the results of its operations
for the year then ended and the changes in its net assets for each of the two
years in the period then ended, in conformity with generally accepted
accounting principles.

COOPERS & LYBRAND L.L.P.

Hartford, Connecticut
February 7, 1996

-16-
<PAGE> 73
Independent Auditors' Report

The Board of Directors and Shareholder of
The Travelers Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheet of The Travelers
Insurance Company and Subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of operations and retained earnings and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Travelers
Insurance Company and Subsidiaries as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.

As discussed in note 3 to the consolidated financial statements, the Company
adopted the provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," in 1994.

/s/KPMG Peat Marwick LLP
------------------------

Hartford, Connecticut
January 16, 1996

14
<PAGE> 74
Report of Independent Accountants

To the Board of Directors and Shareholder of
The Travelers Insurance Company and Subsidiaries:

We have audited the consolidated statements of operations and retained earnings
and cash flows of The Travelers Insurance Company and Subsidiaries for the year
ended December 31, 1993. These consolidated financial statements are the
responsibility of Company management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and
cash flows of The Travelers Insurance Company and Subsidiaries for the year
ended December 31, 1993 in conformity with generally accepted accounting
principles.

/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
Hartford, Connecticut
January 24, 1994

15
<PAGE> 75
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(for the year ended December 31, in millions) 1995 1994 | 1993
- ---------------------------------------------------------------------------------------------|-------
<S> <C> <C> | <C>
REVENUES |
Premiums $1,496 $1,492 | $ 330
Net investment income 1,824 1,702 | 1,730
Realized investment gains (losses) 106 13 | (39)
Other 221 199 | 153
- ---------------------------------------------------------------------------------------------|-------
3,647 3,406 | 2,174
- ---------------------------------------------------------------------------------------------|-------
|
BENEFITS AND EXPENSES |
Current and future insurance benefits 1,185 1,216 | 792
Interest credited to contractholders 967 961 | 1,200
Amortization of deferred acquisition costs and |
value of insurance in force 290 281 | 56
Other operating expenses 368 351 | 211
- ---------------------------------------------------------------------------------------------|-------
2,810 2,809 | 2,259
- ---------------------------------------------------------------------------------------------|-------
|
Income (loss) from continuing operations before |
federal income taxes 837 597 | (85)
- ---------------------------------------------------------------------------------------------|-------
|
Federal income taxes: |
Current 233 (96) | (58)
Deferred 57 307 | (48)
- ---------------------------------------------------------------------------------------------|-------
290 211 | (106)
- ---------------------------------------------------------------------------------------------|-------
|
Income from continuing operations 547 386 | 21
|
Discontinued operations, net of income taxes |
Income from operations (net of taxes of $18, $83 and $48) 72 150 | 120
Gain on disposition (net of taxes of $68, $18 and $0) 131 9 | -
- ---------------------------------------------------------------------------------------------|-------
Income from discontinued operations 203 159 | 120
- ---------------------------------------------------------------------------------------------|-------
|
Net income 750 545 | 141
Retained earnings beginning of year 1,562 1,017 | 888
Dividend to parent - - | (14)
Preference stock tax benefit allocated by parent - - | 2
- ---------------------------------------------------------------------------------------------|-------
Retained earnings end of year $2,312 $1,562 | $1,017
- -----------------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements.

16
<PAGE> 76
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
(at December 31, in millions) 1995 1994
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Fixed maturities, available for sale at market (cost, $18,187; $18,579) $18,842 $17,260
Equity securities, at market (cost, $182; $173) 224 169
Mortgage loans 3,626 4,938
Real estate held for sale, net of accumulated depreciation of $9; $9 293 383
Policy loans 1,888 1,581
Short-term securities 1,554 2,279
Other investments 874 885
- -------------------------------------------------------------------------------------------------------------
Total investments 27,301 27,495
- -------------------------------------------------------------------------------------------------------------
Cash 73 102
Investment income accrued 338 362
Premium balances receivable 107 215
Reinsurance recoverables 4,107 2,915
Deferred acquisition costs and value of insurance in force 1,962 1,939
Deferred federal income taxes - 950
Separate and variable accounts 6,949 5,160
Other assets 1,464 1,397
- -------------------------------------------------------------------------------------------------------------
Total assets $42,301 $40,535
- -------------------------------------------------------------------------------------------------------------

LIABILITIES
Contractholder funds $14,525 $16,354
Future policy benefits 11,783 11,480
Policy and contract claims 571 1,222
Separate and variable accounts 6,916 5,128
Short-term debt 73 74
Deferred federal income taxes 32 -
Other liabilities 2,173 1,923
- -------------------------------------------------------------------------------------------------------------
Total liabilities 36,073 36,181
- -------------------------------------------------------------------------------------------------------------

SHAREHOLDER'S EQUITY
Common stock, par value $2.50; 40 million
shares authorized, issued and outstanding 100 100
Additional paid-in capital 3,134 3,452
Retained earnings 2,312 1,562
Unrealized investment gains (losses), net of taxes 682 (760)
- -------------------------------------------------------------------------------------------------------------
Total shareholder's equity 6,228 4,354
- -------------------------------------------------------------------------------------------------------------

Total liabilities and shareholder's equity $42,301 $40,535
- -------------------------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements.

17
<PAGE> 77
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
(for the year ended December 31, in millions) 1995 1994 | 1993
- -------------------------------------------------------------------------------------------------|----------
<S> <C> <C> | <C>
CASH FLOWS FROM OPERATING ACTIVITIES |
Premiums collected $ 1,346 $ 1,394 | $ 551
Net investment income received 1,855 1,719 | 1,638
Other revenues received 90 (2) | 2
Benefits and claims paid (846) (1,115) | (960)
Interest credited to contractholders (960) (868) | (1,097)
Operating expenses paid (615) (536) | (231)
Income taxes (paid) refunded (63) (27) | 25
Trading account investments, (purchases) sales, net - - | (1,585)
Other (137) (81) | 308
- -------------------------------------------------------------------------------------------------|----------
Net cash provided by (used in) operating activities 670 484 | (1,349)
Net cash provided by (used in) discontinued operations (596) 233 | (23)
- -------------------------------------------------------------------------------------------------|-----------
Net cash provided by (used in) operations 74 717 | (1,372)
- -------------------------------------------------------------------------------------------------|-----------
CASH FLOWS FROM INVESTING ACTIVITIES |
Investment repayments |
Fixed maturities 1,974 2,528 | 2,369
Mortgage loans 680 1,266 | 1,103
Proceeds from investments sold |
Fixed maturities 6,773 1,316 | 99
Equity securities 379 357 | 75
Mortgage loans 704 546 | 290
Real estate held for sale 253 728 | 949
Investments in |
Fixed maturities (10,748) (4,594) | (2,968)
Equity securities (305) (340) | (51)
Mortgage loans (144) (102) | (246)
Policy loans, net (325) (193) | (2)
Short-term securities, (purchases) sales, net 291 (367) | 850
Other investments, (purchases) sales, net (267) (299) | 41
Securities transactions in course of settlement 258 24 | (7)
Net cash provided by (used in) investing activities of |
discontinued operations 1,425 (261) | 113
- -------------------------------------------------------------------------------------------------|----------
Net cash provided by investing activities 948 609 | 2,615
- -------------------------------------------------------------------------------------------------|----------
CASH FLOWS FROM FINANCING ACTIVITIES |
Issuance (redemption) of short-term debt, net (1) 73 | -
Contractholder fund deposits 2,705 1,951 | 2,884
Contractholder fund withdrawals (3,755) (3,357) | (4,264)
Dividends to parent company - - | (14)
Return of capital to parent company - (23) | -
Net cash provided by financing activities |
of discontinued operations - 84 | 121
Other - (2) | 6
- -------------------------------------------------------------------------------------------------|----------
Net cash used in financing activities (1,051) (1,274) | (1,267)
- -------------------------------------------------------------------------------------------------|----------
Net increase (decrease) in cash $ (29) $ 52 | $ (24)
- ------------------------------------------------------------------------------------------------------------
Cash at December 31 $ 73 $ 102 $ 50
- -----------------------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements.

18
<PAGE> 78
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

The Travelers Insurance Company is a wholly owned subsidiary of The
Travelers Insurance Group Inc. (TIGI), which is an indirect, wholly owned
subsidiary of Travelers Group Inc. (Travelers).

The Travelers Insurance Company and its subsidiaries (the Company)
principally operates through one major business segment: Life and
Annuity, which offers individual life, long-term care, annuities and
investment products to individuals and small businesses, and investment
products to employer-sponsored retirement and savings plans. The
Company's Corporate and Other Operations segment manages the investment
portfolio of the Company.

Individual products are primarily marketed through independent agents and
through two of the Company's affiliates, The Copeland Companies and the
financial consultants of Smith Barney, Inc. (Smith Barney). Group pension
products and annuities are marketed by the Company's salaried staff
directly to plan sponsors and are also placed through independent
consultants and investment advisers.

The Company sold group life and health insurance through its Managed Care
and Employee Benefits Operations (MCEBO) through 1994. See note 4.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies used in the preparation of the
accompanying financial statements follow.

Basis of presentation

The consolidated financial statements include the accounts of the
Company and its insurance and noninsurance subsidiaries. Significant
intercompany transactions have been eliminated.

In December 1992, Primerica Corporation (Primerica) acquired
approximately 27% of the common stock of the Company's then parent, The
Travelers Corporation (the 27% Acquisition). The 27% Acquisition was
accounted for as a purchase. Effective December 31, 1993, Primerica
acquired the approximately 73% of The Travelers Corporation common stock
which it did not already own, and The Travelers Corporation was merged
into Primerica, which was renamed Travelers Group Inc. This was effected
through the exchange of .80423 shares of Travelers common stock for each
share of The Travelers Corporation common stock (the Merger). All
subsidiaries of The Travelers Corporation were contributed to TIGI. In
conjunction with the Merger, Travelers contributed Travelers Insurance
Holdings Inc. (formerly Primerica Insurance Holdings, Inc.) and its
subsidiaries (TIHI) to TIGI, which in turn contributed TIHI to the
Company.

TIHI is an intermediate holding company whose primary subsidiaries are
Primerica Life Insurance Company and its subsidiary National Benefit
Life Insurance Company, which primarily offers individual life
insurance. Through September 1995 it also sold specialty accident and
health insurance through its subsidiary Transport Life Insurance Company
(see note 4).

19
<PAGE> 79
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

The consolidated financial statements and the accompanying notes reflect
the historical operations of the Company for the year ended December 31,
1993. The results of operations of TIHI and its subsidiaries are not
included in the 1993 financial statements.

The 27% Acquisition and the Merger were accounted for as a "step
acquisition", and the purchase accounting adjustments were "pushed down"
as of December 31, 1993 to the subsidiaries of TIGI, including the
Company, and reflect adjustments of assets and liabilities of the Company
(except TIHI) to their fair values determined at each acquisition date
(i.e., 27% of values at December 31, 1992 as carried forward and 73% of
the values at December 31, 1993). These assets and liabilities were
recorded at December 31, 1993 based upon management's then best estimate
of their fair values at the respective dates. Evaluation and appraisal of
assets and liabilities, including investments, the value of insurance in
force, other insurance assets and liabilities and related deferred
federal income taxes was completed during 1994. The excess of the 27%
share of assigned value of identifiable net assets over cost at December
31, 1992, which was allocated to the Company through "pushdown"
accounting, was approximately $56 million and is being amortized over ten
years on a straight-line basis. The excess of the purchase price of the
common stock over the fair value of the 73% of net assets acquired at
December 31, 1993, which was allocated to the Company through "pushdown"
accounting, was approximately $340 million and is being amortized over 40
years on a straight-line basis.

The consolidated statements of operations and retained earnings and of
cash flows and the related accompanying notes for the years ended
December 31, 1995 and 1994, which are presented on a purchase accounting
basis, are separated from the corresponding 1993 information, which is
presented on a historical accounting basis, to indicate the difference in
valuation bases.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and benefits
and expenses during the reporting period. Actual results could differ
from those estimates.

As more fully described in note 4, all of the operations comprising MCEBO
are presented as a discontinued operation and, accordingly, prior year
amounts have been restated.

Certain prior year amounts have been reclassified to conform with the
1995 presentation.

Investments

Fixed maturities include bonds, notes and redeemable preferred stocks.
Fixed maturities are valued based upon quoted market prices, or if quoted
market prices are not available, discounted expected cash flows using
market rates commensurate with the credit quality and maturity of the
investment. Fixed maturities are classified as "available for sale" and
are reported at fair value, with unrealized investment gains and losses,
net of income taxes, charged or credited directly to shareholder's
equity.

20
<PAGE> 80
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Equity securities, which include common and nonredeemable preferred
stocks, are available for sale and carried at fair value based primarily
on quoted market prices. Changes in fair values of equity securities are
charged or credited directly to shareholder's equity, net of income
taxes.

Mortgage loans are carried at amortized cost. For mortgage loans that are
determined to be impaired, a reserve is established for the difference
between the amortized cost and fair market value of the underlying
collateral. Impaired loans were insignificant at December 31, 1995.

Real estate held for sale is carried at the lower of cost or fair value
less estimated costs to sell. Fair value was established at time of
foreclosure by appraisers, either internal or external, using discounted
cash flow analyses and other acceptable techniques. Thereafter, an
allowance for losses on real estate held for sale is established if the
carrying value of the property exceeds its current fair value less
estimated costs to sell. There was no such allowance at December 31,
1995.

Accrual of income is suspended on fixed maturities or mortgage loans that
are in default, or on which it is likely that future payments will not be
made as scheduled. Interest income on investments in default is
recognized only as payment is received.

Gains or losses arising from futures contracts used to hedge investments
are treated as basis adjustments and are recognized in income over the
life of the hedged investments.

Gains and losses arising from forward contracts used to hedge foreign
investments in the Company's U.S. portfolios are a component of realized
investment gains and losses. Gains and losses arising from forward
contracts used to hedge investments in Canadian operations are reflected
directly in shareholder's equity, net of income taxes.

Interest rate swaps are used to manage interest rate risk in the
investment portfolio and are marked to market with unrealized gains and
losses recorded as a component of shareholder's equity, net of income
taxes. Rate differentials on interest rate swap agreements are accrued
between settlement dates and are recognized as an adjustment to interest
income from the related investment.

Investment Gains and Losses

Realized investment gains and losses are included as a component of
pretax revenues based upon specific identification of the investments
sold on the trade date and, prior to the Merger, included adjustments to
investment valuation reserves. These adjustments reflected changes
considered to be other than temporary in the net realizable value of
investments. Also included are gains and losses arising from the
remeasurement of the local currency value of foreign investments to U.S.
dollars, the functional currency of the Company. The foreign exchange
effects of Canadian operations are included in unrealized gains and
losses.

21
<PAGE> 81
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Policy Loans

Policy loans are carried at the amount of the unpaid balances that are
not in excess of the net cash surrender values of the related insurance
policies. The carrying value of policy loans, which have no defined
maturities, is considered to be fair value.

Deferred Acquisition Costs and Value of Insurance in Force

Costs of acquiring individual life insurance, annuities and health
business, principally commissions and certain expenses related to policy
issuance, underwriting and marketing, all of which vary with and are
primarily related to the production of new business, are deferred.
Acquisition costs relating to traditional life insurance and guaranteed
renewable health contracts, including long-term care, are amortized over
the period of anticipated premiums; universal life in relation to
estimated gross profits; and annuity contracts employing a level yield
method. For life insurance, a 10- to 25-year amortization period is
used; for guaranteed renewable health, a 10- to 20-year period, and a
10- to 15-year period is employed for annuities. Deferred acquisition
costs are reviewed periodically for recoverability to determine if any
adjustment is required.

The value of insurance in force represents the actuarially determined
present value of anticipated profits to be realized from life insurance,
annuities and health contracts at the date of the Merger using the same
assumptions that were used for computing related liabilities where
appropriate. The value of insurance in force was the actuarially
determined present value of the projected future profits discounted at
interest rates ranging from 14% to 18% for the business acquired. The
value of the business in force is amortized over the contract period
using current interest crediting rates to accrete interest and using
amortization methods based on the specified products. Traditional life
insurance and guaranteed renewable health policies are amortized over
the period of anticipated premiums; universal life is amortized in
relation to estimated gross profits; and annuity contracts are amortized
employing a level yield method. The value of insurance in force is
reviewed periodically for recoverability to determine if any adjustment
is required.

Separate and Variable Accounts

Separate and variable accounts primarily represent funds for which
investment income and investment gains and losses accrue directly to,
and investment risk is borne by, the contractholders. Each account has
specific investment objectives. The assets of each account are legally
segregated and are not subject to claims that arise out of any other
business of the Company. The assets of these accounts are carried at
market value. Certain other separate accounts provide guaranteed levels
of return or benefits and the assets of these accounts are carried at
amortized cost. Amounts assessed to the contractholders for management
services are included in revenues. Deposits, net investment income and
realized investment gains and losses for these accounts are excluded
from revenues, and related liability increases are excluded from
benefits and expenses.

22
<PAGE> 82
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Goodwill

The excess of the 27% share of assigned value of identifiable assets
over cost at December 31, 1992 allocated to the Company as a result of
the 27% Acquisition amounted to approximately $56 million and is being
amortized over 10 years on a straight-line basis. Goodwill resulting
from the excess of the purchase price over the fair value of the 73% of
net assets acquired related to the Merger amounted to approximately $340
million at December 31, 1993 and is being amortized over 40 years on a
straight-line basis. TIHI has goodwill of $239 million.

Contractholder Funds

Contractholder funds represent receipts from the issuance of universal
life, pension investment and certain individual annuity contracts. Such
receipts are considered deposits on investment contracts that do not
have substantial mortality or morbidity risk. Account balances are also
increased by interest credited and reduced by withdrawals, mortality
charges and administrative expenses charged to the contractholders.
Calculations of contractholder account balances for investment contracts
reflect lapse, withdrawal and interest rate assumptions based on
contract provisions, the Company's experience and industry standards.
Interest rates credited to contractholder funds range from 3.8% to 8.6%.
Contractholder funds also include other funds that policyholders leave
on deposit with the Company.

Future Policy Benefits

Benefit reserves represent liabilities for future insurance policy
benefits. Benefit reserves for life insurance, annuities, and accident
and health policies have been computed based upon mortality, morbidity,
persistency and interest assumptions applicable to these coverages,
which range from 2.5% to 10.0%, including adverse deviation. These
assumptions consider Company experience and industry standards and may
be revised if it is determined that the future experience will differ
substantially from that previously assumed. The assumptions vary by
plan, age at issue, year of issue and duration. Appropriate recognition
has been given to experience rating and reinsurance.

Operating Lease Obligations

At December 31, 1993, operating lease obligations were recorded at the
value assigned at the acquisition dates and included in the consolidated
balance sheet as a component of other liabilities. This liability is
being amortized over the respective lease periods.

23
<PAGE> 83
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Permitted Statutory Accounting Practices

The Company, domiciled principally in Connecticut and Massachusetts,
prepares statutory financial statements in accordance with the accounting
practices prescribed or permitted by the insurance departments of those
states. Prescribed statutory accounting practices include a variety of
publications of the National Association of Insurance Commissioners as
well as state laws, regulations, and general administrative rules.
Permitted statutory accounting practices encompass all accounting
practices not so prescribed. The impact of any permitted accounting
practices on statutory surplus of the Company is not material.

Premiums

Premiums are recognized as revenues when due. Reserves are established
for the portion of premiums that will be earned in future periods and for
deferred profits on limited-payment policies that are being recognized in
income over the policy term.

Other Revenues

Other revenues include surrender, mortality and administrative charges
and fees as earned on investment, universal life and other insurance
contracts. Other revenues also include gains and losses on dispositions
of assets and operations other than realized investment gains and losses,
revenues of noninsurance subsidiaries, and the pretax operating results
of real estate joint ventures.

Interest Credited to Contractholders

Interest credited to contractholders represents amounts earned by
universal life, pension investment and certain individual annuity
contracts in accordance with contract provisions.

Federal Income Taxes

The provision for federal income taxes is comprised of two components,
current income taxes and deferred income taxes. Deferred federal income
taxes arise from changes during the year in cumulative temporary
differences between the tax basis and book basis of assets and
liabilities. The deferred federal income tax asset is recognized to the
extent that future realization of the tax benefit is more likely than
not, with a valuation allowance for the portion that is not likely to be
recognized.

24
<PAGE> 84
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Accounting Standards not yet Adopted

Statement of Financial Accounting Standards No. 121, "Accounting for
Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to
be held and used and for long-lived assets and certain identifiable
intangibles to be disposed of. This statement requires the write down to
fair value when long-lived assets to be held and used are impaired. It
also requires long-lived assets to be disposed of (e.g., real estate held
for sale) to be carried at the lower of cost or fair value less cost to
sell and does not allow such assets to be depreciated. The adoption of
this statement, effective January 1, 1996, did not have a material effect
on the Company's results of operations, financial condition or liquidity.

In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (FAS 123). This statement addresses alternative
accounting treatments for stock-based compensation, such as stock options
and restricted stock. FAS 123 permits either expensing the value of
stock-based compensation over the period earned or disclosing in the
financial statement footnotes the pro forma impact to net income as if
the value of stock-based compensation awards had been expensed. The value
of awards would be measured at the grant date based upon estimated fair
value, using option pricing models. The requirements of this statement
will be effective for 1996 financial statements, although earlier
adoption is permissible if an entity elects to expense the cost of
stock-based compensation. The Company, along with affiliated companies,
participates in stock option and incentive plans sponsored by Travelers.
The Company is currently evaluating the disclosures requirements and
expense recognition alternatives addressed by this statement.

3. CHANGES IN ACCOUNTING PRINCIPLES

Accounting by Creditors for Impairment of a Loan

Effective January 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment of
a Loan," and Statement of Financial Accounting Standards No. 118,
"Accounting by Creditors for Impairment of a Loan - Income Recognition
and Disclosures," which describe how impaired loans should be measured
when determining the amount of a loan loss accrual. These statements
amended existing guidance on the measurement of restructured loans in a
troubled debt restructuring involving a modification of terms. Their
adoption did not have a material impact on the Company's financial
condition, results of operations or liquidity.

25
<PAGE> 85
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

3. CHANGES IN ACCOUNTING PRINCIPLES, Continued

Accounting for Certain Debt and Equity Securities

Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt
and Equity Securities" (FAS 115), which addresses accounting and
reporting for investments in equity securities that have a readily
determinable fair value and for all debt securities. Investment
securities have been classified as "available for sale" and are reported
at fair value, with unrealized gains and losses, net of income taxes,
charged or credited directly to shareholder's equity. Previously,
securities classified as available for sale were carried at the lower of
aggregate cost or market value. Initial adoption of this standard
resulted in an increase of approximately $232 million (net of taxes) to
net unrealized gains which is included in shareholder's equity.

This increase included an unrealized gain of $133 million (net of income
taxes) on TIHI's investment in the common stock of Travelers. See note
15.

4. ACQUISITIONS AND DISPOSITIONS

In December 1994, the Company and its affiliates sold their group dental
insurance business to Metropolitan Life Insurance Company (MetLife) and
realized a gain on the sale of $9 million (aftertax). On January 3, 1995,
the Company and its affiliates completed the sale of their group life and
related non-medical group insurance businesses to MetLife for $350
million and realized a gain on the sale of $20 million (aftertax). In
connection with the sale, the Company ceded 100% of its risks in the
group life and related businesses to MetLife on an indemnity reinsurance
basis, effective January 1, 1995. In connection with the reinsurance
transaction, the Company transferred assets with a fair market value of
approximately $1.5 billion to MetLife, equal to the statutory reserves
and other liabilities transferred.

On January 3, 1995, the Company and MetLife and certain of their
affiliates formed The MetraHealth Companies, Inc. (MetraHealth) joint
venture by contributing their group medical businesses to MetraHealth, in
exchange for shares of common stock of MetraHealth. No gain was
recognized upon the formation of the joint venture. Upon formation of the
joint venture, the Company owned 42.6% of the outstanding capital stock
of MetraHealth, TIGI owned 7.4% and the other 50% was owned by MetLife
and its affiliates. In March 1995, MetraHealth acquired HealthSpring,
Inc. for common stock of MetraHealth, resulting in a reduction in the
ownership interests of the Company to 41.10%, TIGI to 7.15%, and MetLife
to 48.25%.

In connection with the formation of the joint venture, the transfer of
the fee-based medical business (Administrative Services Only) and other
noninsurance business to MetraHealth was completed on January 3, 1995. As
the medical insurance business of the Company came due for renewal, the
risks were transferred to MetraHealth and the related operating results
for this medical insurance business were reported by the Company in 1995
as part of discontinued operations.

26
<PAGE> 86
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

4. ACQUISITIONS AND DISPOSITIONS, continued

On October 2, 1995, the Company and its affiliates completed the sale of
their ownership in MetraHealth to United HealthCare Corporation. Gross
proceeds to the Company were $708 million in cash, and could increase by
up to $144 million if a contingency payment based on 1995 results is
made. The gain to the Company, not including the contingency payment,
was $111 million (aftertax) and was recognized in the fourth quarter of
1995.

All of the businesses sold to MetLife or contributed to MetraHealth were
included in the Company's MCEBO segment in 1994. In 1995 the Company's
results reflect the medical insurance business not yet transferred, plus
its equity interest in the earnings of MetraHealth through the date of
the sale. These operations have been accounted for as a discontinued
operation. Revenues from discontinued operations for the years ended
December 31, 1995, 1994 and 1993 amounted to $1.2 billion, $3.3 billion
and $3.3 billion, respectively. The assets and liabilities of the
discontinued operations have not been segregated in the consolidated
balance sheet as of December 31, 1995 and 1994. The assets and
liabilities of the discontinued operations consist primarily of
investments and insurance-related assets and liabilities. At December
31, 1995, these assets and liabilities each amounted to $1.8 billion. At
December 31, 1994, these assets and liabilities amounted to $3.4 billion
and $3.2 billion, respectively.

In September 1995, Travelers made a pro rata distribution to its
stockholders of shares of Class A Common Stock of Transport Holdings
Inc., which at the time was a wholly owned subsidiary of Travelers and
was the indirect owner of the business of Transport Life Insurance
Company (Transport). Immediately prior to this distribution, the Company
dividended Transport, an indirect, wholly owned subsidiary of the
Company, to its parent, resulting in a reduction in additional paid-in
capital of $334 million. The results of Transport through September 1995
are included in income from continuing operations.

On December 31, 1993, in conjunction with the Merger, Travelers
contributed TIHI to TIGI, which TIGI then contributed to the Company at
a carrying value of $2.1 billion. Through its subsidiaries, TIHI
primarily offers individual life insurance and, until the dividend of
Transport, specialty accident and health insurance.

5. COMMERCIAL PAPER AND LINES OF CREDIT

The Company issues commercial paper directly to investors and had $73
million outstanding at December 31, 1995. The Company maintains unused
credit availability under bank lines of credit at least equal to the
amount of the outstanding commercial paper.

Travelers, Commercial Credit Company (CCC) (an indirect wholly owned
subsidiary of Travelers) and the Company have an agreement with a
syndicate of banks to provide $1.0 billion of revolving credit, to be
allocated to any of Travelers, CCC or the Company. The Company's
participation in this agreement is limited to $250 million. The
revolving credit facility consists of a five-year revolving credit
facility which expires in 1999. At December 31, 1995, $125 million was
allocated to the Company. Under this facility the Company is required to
maintain certain minimum equity and risk-based capital levels. At
December 31, 1995, the Company was in compliance with these provisions.

27
<PAGE> 87
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

6. REINSURANCE

The Company participates in reinsurance in order to limit losses,
minimize exposure to large risks, provide additional capacity for future
growth and to effect business-sharing arrangements. Reinsurance is
accomplished through various plans of reinsurance, primarily
coinsurance, modified coinsurance and yearly renewable term. The Company
remains primarily liable as the direct insurer on all risks reinsured.
It is the policy of the Company to obtain reinsurance for amounts above
certain retention limits on individual life policies which vary with age
and underwriting classification. Generally, the maximum retention on an
ordinary life risk is $1.5 million. The Company writes workers'
compensation business through its Accident Department. This business is
ceded 100% to an affiliate, The Travelers Indemnity Company.

A summary of reinsurance financial data reflected within the
consolidated statement of operations and retained earnings is presented
below (in millions):

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
1995 1994 | 1993
-------------------------------------------------------------------------------|---------
<S> <C> <C> | <C>
Written Premiums: |
Direct $2,166 $2,153 | $ 854
|
Assumed from: |
Non-affiliated companies - - | 13
|
Ceded to: |
Affiliated companies (374) (358) | (480)
Non-affiliated companies (302) (306) | (57)
-------------------------------------------------------------------------------|---------
Total net written premiums $1,490 $1,489 | $ 330
===============================================================================|=========
|
Earned Premiums: |
Direct $2,067 $2,301 | $ 850
|
Assumed from: |
Non-affiliated companies - - | 13
|
|
Ceded to: |
Affiliated companies (283) (384) | (480)
Non-affiliated companies (298) (305) | (58)
-------------------------------------------------------------------------------|---------
Total net earned premiums $1,486 $1,612 | $ 325
=========================================================================================
</TABLE>

28
<PAGE> 88
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

6. REINSURANCE, Continued

Reinsurance recoverables at December 31 include amounts recoverable on
unpaid and paid losses and were as follows (in millions):

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
1995 1994
----------------------------------------------------------------------------
<S> <C> <C>
Reinsurance Recoverables:
Life and accident and health business:
Non-affiliated companies $1,744 $ 661
Affiliated companies - 3

Property-casualty business:
Affiliated companies 2,363 2,251
----------------------------------------------------------------------------

Total Reinsurance Recoverables $4,107 $2,915
============================================================================
</TABLE>

Total reinsurance recoverable at December 31, 1995 includes $929 million
recoverable from MetLife in connection with the sale of the Company's
group life and related businesses. See note 4.

7. SHAREHOLDER'S EQUITY

Additional Paid-In Capital

The decrease of $318 million in additional paid-in capital during 1995 is
due primarily to the dividend of Transport to the Company's parent (see
note 4).

The increase of $273 million in additional paid-in capital during 1994 is
due primarily to the finalization of the evaluations and appraisals used
to assign fair values to assets and liabilities under purchase
accounting.

The increase of $1.7 billion in additional paid-in capital during 1993
arose from a contribution of $400 million from The Travelers Corporation
and the contribution of TIHI (see notes 2 and 4). This was partially
offset by the impact of the initial evaluations and appraisals used to
assign fair values to assets and liabilities under purchase accounting.

Unrealized Investment Gains (Losses)

An analysis of the change in unrealized gains and losses on investments
is shown in note 15.

Shareholder's Equity and Dividend Availability

Statutory net income, including TIHI, was $235 million and $100 million
for the years ended December 31, 1995 and 1994, respectively. Statutory
net loss, excluding TIHI, was $648 million for the year ended December
31, 1993.

Statutory capital and surplus was $3.2 billion and $2.1 billion at
December 31, 1995 and 1994, respectively.

29
<PAGE> 89
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

7. SHAREHOLDER'S EQUITY, Continued

The Company is currently subject to various regulatory restrictions that
limit the maximum amount of dividends available to be paid to its parent
without prior approval of insurance regulatory authorities. Statutory
surplus of $506 million is available in 1996 for dividend payments by the
Company without prior approval of the Connecticut Insurance Department.

Dividend payments to the Company from its insurance subsidiaries are
subject to similar restrictions and are limited to $16 million in 1996.

8. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivative Financial Instruments with Off-Balance Sheet Risk

The Company uses derivative financial instruments, including financial
futures, interest rate swaps and forward contracts, as a means of hedging
exposure to foreign currency and/or interest rate risk on anticipated
transactions or existing assets and liabilities. Also, in the normal
course of business, the Company has fixed and variable rate loan
commitments and unfunded commitments to partnerships. The Company does
not hold or issue derivative instruments for trading purposes.

These derivative financial instruments have off-balance-sheet risk.
Financial instruments with off-balance-sheet risk involve, to varying
degrees, elements of credit and market risk in excess of the amount
recognized in the consolidated balance sheet. The contract or notional
amounts of these instruments reflect the extent of involvement the
Company has in a particular class of financial instrument. However, the
maximum loss or cash flow associated with these instruments can be less
than these amounts. For forward contracts and interest rate swaps, credit
risk is limited to the amounts calculated to be due the Company on such
contracts. For unfunded commitments to partnerships, credit exposure is
the amount of the unfunded commitments. For fixed and variable rate loan
commitments, credit exposure is represented by the contractual amount of
these instruments.

The Company monitors creditworthiness of counterparties to these
financial instruments by using criteria of acceptable risk that are
consistent with on-balance-sheet financial instruments. The controls
include credit approvals, limits and other monitoring procedures. Some
transactions include the use of collateral to minimize credit risk and
lower the effective cost to the borrower.

The Company uses exchange traded financial futures contracts to manage
its exposure to changes in interest rates which arises from the sale of
certain insurance and investment products. To hedge against adverse
changes in interest rates, the Company enters short positions in
financial futures contracts which offset asset price changes resulting
from changes in market interest rates until an investment is purchased.

30
<PAGE> 90
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

8. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS,
Continued

Futures contracts have little credit risk since organized exchanges are
the counterparties. Margin payments are required to enter a futures
contract and contract gains or losses are settled daily in cash. The
contract amount of futures contracts represents the extent of the
Company's involvement, but not future cash requirements, as open
positions are typically closed out prior to the delivery date of the
contract. At December 31, 1995, the Company's futures contracts have no
fair value because these contracts are marked to market and settled in
cash.

The Company may occasionally enter into interest rate swaps in connection
with other financial instruments to provide greater risk diversification
and better match an asset with a corresponding liability. Under interest
rate swaps, the Company agrees with other parties to exchange, at
specified intervals, the difference between fixed-rate and floating rate
interest amounts calculated by reference to an agreed notional principal
amount. Generally, no cash is exchanged at the outset of the contract and
no principal payments are made by either party. A single net payment is
usually made by one counterparty at each due date. Swap agreements are
not exchange traded so they are subject to the risk of default by the
counterparty. In all cases, counterparties under these agreements are
major financial institutions with the risk of non-performance considered
remote.

The off-balance-sheet risks of interest rate swaps, financial futures
contracts, forward contracts, fixed and variable rate loan commitments
and unfunded commitments to partnerships were not significant at December
31, 1995 and 1994.

Derivative Financial Instruments without Off-Balance Sheet Risk

The Company purchased a 5-year interest rate cap, with a notional amount
of $200 million, from Travelers Group Inc. in 1995 to hedge against
losses that could result from increasing interest rates. This instrument,
which does not have off-balance sheet risk, gives the Company the right
to receive payments if interest rates exceed specific levels at specified
dates. The premium of $2 million paid for this instrument is being
amortized over its life. The interest rate cap asset is reported at fair
value which is $1 million at December 31, 1995.

Fair Value of Certain Financial Instruments

The Company uses various financial instruments in the normal course of
its business. Fair values of financial instruments which are considered
insurance contracts are not required to be disclosed and are not included
in the amounts discussed.

At December 31, 1995, investments in fixed maturities had a carrying
value and a fair value of $18.8 billion, compared with a carrying value
and a fair value of $17.3 billion at December 31, 1994. See note 15.

At December 31, 1995, mortgage loans had a carrying value of $3.6
billion, which approximated fair value, compared with a carrying value of
$4.9 billion, which approximated fair value at December 31, 1994. In
estimating fair value, the Company used interest rates reflecting the
higher returns required in the real estate financing market.

31
<PAGE> 91
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

8. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS,
Continued

The carrying values of $647 million and $417 million of financial
instruments classified as other assets approximated their fair values at
December 31, 1995 and 1994, respectively. The carrying values of $1.3
billion and $1.2 billion of financial instruments classified as other
liabilities also approximated their fair values at December 31, 1995 and
1994, respectively. Fair value is determined using various methods
including discounted cash flows, as appropriate for the various financial
instruments.

At December 31, 1995, contractholder funds with defined maturities had a
carrying value of $2.4 billion and a fair value of $2.5 billion, compared
with a carrying value of $4.2 billion and a fair value of $4.0 billion at
December 31, 1994. The fair value of these contracts is determined by
discounting expected cash flows at an interest rate commensurate with the
Company's credit risk and the expected timing of cash flows.
Contractholder funds without defined maturities had a carrying value of
$9.3 billion and a fair value of $9.0 billion at December 31, 1995,
compared with a carrying value of $9.1 billion and a fair value of $8.8
billion at December 31, 1994. These contracts generally are valued at
surrender value.

The assets of separate accounts providing a guaranteed return had a
carrying value and a fair value of $1.5 billion and $1.6 billion,
respectively, at December 31, 1995, compared with a carrying value and a
fair value of $1.5 billion and $1.4 billion, respectively, at December
31, 1994. The liabilities of separate accounts providing a guaranteed
return had a carrying value and a fair value of $1.5 billion and $1.4
billion, respectively, at December 31, 1995, compared with a carrying
value and a fair value of $1.5 billion and $1.3 billion, respectively, at
December 31, 1994.

The carrying values of cash, short-term securities and investment income
accrued approximated their fair values.

The carrying value of policy loans, which have no defined maturities, was
considered to be fair value.

9. COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance-Sheet Risk

See note 8 for a discussion of financial instruments with
off-balance-sheet risk.

Litigation

The Company is a defendant or codefendant in various litigation matters.
Although there can be no assurances, as of December 31, 1995, the Company
believes, based on information currently available, that the ultimate
resolution of these legal proceedings would not be likely to have a
material adverse effect on its results of operations, financial condition
or liquidity.

32
<PAGE> 92
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

10. BENEFIT PLANS

Pension Plans

The Company participates in qualified and nonqualified, noncontributory
defined benefit pension plans sponsored by an affiliate covering the
majority of the Company's U.S. employees. Benefits for the qualified plan
are based on an account balance formula. Under this formula, each
employee's accrued benefit can be expressed as an account that is
credited with amounts based upon the employee's pay, length of service
and a specified interest rate, all subject to a minimum benefit level.
This plan is funded in accordance with the Employee Retirement Income
Security Act of 1974 and the Internal Revenue Code. For the nonqualified
plan, contributions are based on benefits paid.

Certain subsidiaries of TIHI participate in a noncontributory defined
benefit plan sponsored by their ultimate parent, Travelers.

The Company's share of net pension expense was not significant for 1995,
1994 and 1993.

Through plans sponsored by TIGI, the Company also provides defined
contribution pension plans for certain agents. Company contributions are
primarily a function of production. The expense for these plans was not
significant in 1995, 1994 and 1993.

Other Benefit Plans

In addition to pension benefits, the Company provides certain health care
and life insurance benefits for retired employees through a plan
sponsored by TIGI. This plan does not include employees of TIHI. Covered
employees may become eligible for these benefits if they reach retirement
age while working for the Company. These retirees may elect certain
prepaid health care benefit plans. Life insurance benefits generally are
set at a fixed amount. The cost recognized by the Company for these
benefits represents its allocated share of the total costs of the plan,
net of employee contributions. The Company's share of the total cost of
the plan for 1995, 1994 and 1993 was not significant.

The Merger resulted in a change in control of The Travelers Corporation
as defined in the applicable plans, and provisions of some employee
benefit plans secured existing compensation and benefit entitlements
earned prior to the change in control, and provided a salary and benefit
continuation floor for employees whose employment was affected. These
merger-related costs were assumed by TIGI.

Savings, Investment and Stock Ownership Plan

Under the savings, investment and stock ownership plan available to
substantially all employees of TIGI (except TIHI), the Company matches a
portion of employee contributions. Effective April 1, 1993, the match
decreased from 100% to 50% of an employee's first 5% contribution and a
variable match based on the profitability of TIGI and its subsidiaries
was added. The Company's matching obligation was not significant in 1995,
1994 and 1993.

33
<PAGE> 93
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

11. RELATED PARTY TRANSACTIONS

The principal banking functions, including payment of salaries and
expenses, for certain subsidiaries and affiliates of TIGI (excluding
TIHI) are handled by the Company. Settlements for these payments between
the Company and its affiliates are made regularly. The Company provides
various employee benefits coverages to employees of certain subsidiaries
of TIGI. The premiums for these coverages were charged in accordance with
cost allocation procedures based upon salaries or census. In addition,
investment advisory and management services, data processing services and
claims processing services are shared with affiliated companies. Charges
for these services are shared by the companies on cost allocation methods
based generally on estimated usage by department.

TIGI and its subsidiaries maintain a short-term investment pool in which
the Company participates. The position of each company participating in
the pool is calculated and adjusted daily. At December 31, 1995 and 1994,
the pool totaled approximately $2.2 billion and $1.5 billion,
respectively. The Company's share of the pool amounted to $1.4 billion
and $1.1 billion at December 31, 1995 and 1994, respectively, and is
included in short-term securities in the consolidated balance sheet.

The Company sells structured settlement annuities to its affiliates, The
Travelers Indemnity Company and its subsidiaries. Such deposits were $38
million, $39 million and $50 million for 1995, 1994 and 1993,
respectively.

The Company markets individual annuity products through The Copeland
Companies, a subsidiary of TIGI. Deposits related to these products were
$684 million, $635 million and $581 million in 1995, 1994 and 1993,
respectively.

The Company markets variable annuity products and life and accident and
health insurance through its affiliate, Smith Barney. Premiums and
deposits related to these products were $580 million and $161 million in
1995 and 1994, respectively.

The Company leases new furniture and equipment from a noninsurance
subsidiary of TIGI. The rental expense charged to the Company for this
furniture and equipment was not significant in 1995, 1994 and 1993.

At December 31, 1995 and 1994, TIC had an investment of $24 million and
$23 million, respectively, in bonds of its affiliate, Commercial Credit
Company. This is included in fixed maturities in the consolidated balance
sheet.

TIHI had an investment of $445 million and $231 million in common stock
of Travelers at December 31, 1995 and 1994, respectively. This is carried
at fair value. At December 31, 1994, Transport had an investment of $35
million in nonredeemable preferred stock of Travelers which was carried
at fair value. TIHI had notes receivable from Travelers of $30 million at
December 31, 1994, which were carried at cost. The notes were paid during
1995. These assets are included in other investments in the consolidated
balance sheet.

34
<PAGE> 94
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

12. LEASES

The Company has entered into various operating and capital lease
agreements for office space and data processing and certain other
equipment. Rental expense under operating leases was $22 million, $23
million and $26 million, in 1995, 1994 and 1993, respectively. Future net
minimum rental and lease payments are estimated as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Minimum operating Sublease
(in millions) rental payments rental income
--------------------------------------------------------------------------------------
<S> <C> <C>
Year ending December 31,
1996 $103 $26
1997 88 19
1998 77 10
1999 71 6
2000 64 6
Thereafter 310 28
--------------------------------------------------------------------------------------
$713 $95
--------------------------------------------------------------------------------------
</TABLE>

The Company is reimbursed by affiliates of TIGI for utilization of space
and equipment.

35
<PAGE> 95
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

13. FEDERAL INCOME TAXES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
(in millions) 1995 1994 | 1993
----------------------------------------------------------------------------|---------
<S> <C> <C> | <C>
Effective tax rate |
|
Income before federal income taxes $837 $ 597 | $ (85)
Statutory tax rate 35% 35% | 35%
----------------------------------------------------------------------------|---------
|
Expected federal income taxes $293 $ 209 | $ (30)
Tax effect of: |
Nontaxable investment income (4) (4) | (1)
Adjustments to benefit and other reserves - - | (50)
Adjustment to deferred tax asset for |
enacted change in tax rates from |
34% to 35% - - | (18)
Other, net 1 6 | (7)
----------------------------------------------------------------------------|---------
Federal income taxes (benefit) $290 $ 211 | $(106)
----------------------------------------------------------------------------|---------
|
Effective tax rate 35% 35% | 125%
----------------------------------------------------------------------------|---------
|
Composition of federal income taxes |
Current: |
United States $220 $(108) | $ (61)
Foreign 13 12 | 3
----------------------------------------------------------------------------|---------
Total 233 (96) | (58)
----------------------------------------------------------------------------|---------
|
Deferred: |
United States 52 302 | (48)
Foreign 5 5 | -
----------------------------------------------------------------------------|-----------
Total 57 307 | (48)
----------------------------------------------------------------------------|-----------
Federal income taxes $290 $ 211 | $ (106)
----------------------------------------------------------------------------------------
</TABLE>

Tax benefits allocated directly to shareholder's equity for the years
ended December 31, 1995 and 1994 were $7 million and $2 million,
respectively.

36
<PAGE> 96
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

13. FEDERAL INCOME TAXES, Continued

The net deferred tax liability at December 31, 1995 and the net deferred
tax asset at December 31, 1994 were comprised of the tax effects of
temporary differences related to the following assets and liabilities:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
(in millions) 1995 1994
--------------------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Benefit, reinsurance and other reserves $ 447 $ 453
Contractholder funds 54 158
Investments - 690
Other employee benefits 83 87
Other 264 257
--------------------------------------------------------------------------------------------
Total 848 1,645
--------------------------------------------------------------------------------------------

Deferred tax liabilities:
Deferred acquisition costs and value of insurance in force 538 529
Investments 152 -
Prepaid pension expense 9 5
Other 81 61
--------------------------------------------------------------------------------------------
Total 780 595
--------------------------------------------------------------------------------------------

Net deferred tax asset before valuation allowance 68 1,050
Valuation allowance for deferred tax assets (100) (100)
--------------------------------------------------------------------------------------------

Net deferred tax (liability) asset after valuation allowance $ (32) $ 950
--------------------------------------------------------------------------------------------
</TABLE>

Starting in 1994 and continuing for at least five years, the Company and
its life insurance subsidiaries will file a consolidated federal income
tax return. Federal income taxes are allocated to each member of the
consolidated return on a separate return basis adjusted for credits and
other amounts required by the consolidation process. Any resulting
liability will be paid currently to the Company. Any credits for losses
will be paid by the Company to the extent that such credits are for tax
benefits that have been utilized in the consolidated federal income tax
return.

37
<PAGE> 97
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

13. FEDERAL INCOME TAXES, Continued

A net deferred tax asset valuation allowance of $100 million has been
established to reduce the deferred tax asset on investment losses to the
amount that, based upon available evidence, is more likely than not to be
realized. Reversal of the valuation allowance is contingent upon the
recognition of future capital gains in the Company's consolidated life
insurance company federal income tax return through 1998, and the
consolidated federal income tax return of Travelers commencing in 1999,
or a change in circumstances which causes the recognition of the benefits
to become more likely than not. There was no change in the valuation
allowance during 1995. The initial recognition of any benefit produced by
the reversal of the valuation allowance will be recognized by reducing
goodwill.

At December 31, 1995, the Company has no ordinary or capital loss
carryforwards.

The "policyholders surplus account", which arose under prior tax law, is
generally that portion of the gain from operations that has not been
subjected to tax, plus certain deductions. The balance of this account,
which, under provisions of the Tax Reform Act of 1984, will not increase
after 1983, is estimated to be $932 million. This amount has not been
subjected to current income taxes but, under certain conditions that
management considers to be remote, may become subject to income taxes in
future years. At current rates, the maximum amount of such tax (for which
no provision has been made in the financial statements) would be
approximately $326 million.

14. NET INVESTMENT INCOME

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
(For the year ended December 31, in millions) 1995 1994 | 1993
--------------------------------------------------------------------------------|-----------
<S> <C> <C> | <C>
Gross investment income |
Fixed maturities $1,191 $1,082 | $1,069
Mortgage loans 419 511 | 655
Policy loans 163 110 | 104
Real estate held for sale 111 174 | 371
Other 97 52 | 8
--------------------------------------------------------------------------------|-----------
1,981 1,929 | 2,207
--------------------------------------------------------------------------------|-----------
|
Investment expenses 157 227 | 477
--------------------------------------------------------------------------------|-----------
Net investment income $1,824 $1,702 | $1,730
--------------------------------------------------------------------------------------------
</TABLE>

38
<PAGE> 98
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES)

Realized investment gains (losses) for the periods were as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
(For the year ended December 31, in millions) 1995 1994 | 1993
-------------------------------------------------------------------------------|----------
<S> <C> <C> | <C>
Realized |
Fixed maturities $(43) $(3) | $ 159
Equity securities 36 18 | 12
Mortgage loans 47 - | (35)
Real estate held for sale 18 - | (212)
Other 48 (2) | 37
-------------------------------------------------------------------------------|----------
Realized investment gains (losses) $106 $13 | $ (39)
------------------------------------------------------------------------------------------
</TABLE>

Changes in net unrealized investment gains (losses) that are included as
a separate component of shareholder's equity were as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
(For the year ended December 31, in millions) 1995 1994 | 1993
---------------------------------------------------------------------------------|----------
<S> <C> <C> | <C>
Unrealized |
Fixed maturities $1,974 $(1,319) | $(235)
Equity securities 46 (25) | (17)
Other 200 165 | 28
---------------------------------------------------------------------------------|----------
2,220 (1,179) | (224)
Related taxes 778 (412) | (83)
---------------------------------------------------------------------------------|----------
Change in unrealized investment gains (losses) 1,442 (767) | (141)
Contribution of TIHI - - | 5
Balance beginning of year (760) 7 | 143
--------------------------------------------------------------------------------------------
Balance end of year $ 682 $ (760) $ 7
--------------------------------------------------------------------------------------------
</TABLE>

The initial adoption of FAS 115 resulted in an increase of approximately
$232 million (net of taxes) to net unrealized gains in 1994.

Fixed Maturities

Proceeds from sales of fixed maturities classified as available for sale
were $6.8 billion and $1.3 billion in 1995 and 1994, respectively. Gross
gains of $80 million and $14 million and gross losses of $124 million and
$26 million in 1995 and 1994, respectively, were realized on those sales.

Prior to December 31, 1993, fixed maturities that were intended to be
held to maturity were recorded at amortized cost and classified as held
for investment. Sales from the amortized cost portfolios have been made
periodically. Such sales were $99 million in 1993, resulting in gross
realized gains of $6 million and gross realized losses of $1 million.

39
<PAGE> 99
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

Prior to December 31, 1993, the carrying values of the trading portfolio
fixed maturities were adjusted to market value as it was likely they
would be sold prior to maturity. Sales of trading portfolio fixed
maturities were $4.0 billion in 1993. Gross gains of $139 million and
gross losses of $2 million were realized on those sales.

The amortized cost and market value of investments in fixed maturities
were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
December 31, 1995
-------------------------------------------------------------------------------------------------
Gross Gross
Amortized unrealized unrealized Market
(in millions) cost gains losses value
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Available for sale:
Mortgage-backed securities -
CMOs and pass through
securities $ 4,174 $103 $15 $ 4,262
U.S. Treasury securities
and obligations of U.S.
Government and
government agencies
and authorities 1,327 116 - 1,443
Obligations of states,
municipalities and
political subdivisions 91 2 - 93
Debt securities issued by
foreign governments 311 17 - 328
All other corporate bonds 12,283 442 10 12,715
Redeemable preferred stock 1 - - 1
-------------------------------------------------------------------------------------------------
Total $18,187 $680 $25 $18,842
-------------------------------------------------------------------------------------------------
</TABLE>

40
<PAGE> 100
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
December 31, 1994
-------------------------------------------------------------------------------------------------
Gross Gross
Amortized unrealized unrealized Market
(in millions) cost gains losses value
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Available for sale:
Mortgage-backed securities -
CMOs and pass through
securities $ 3,779 $ 3 $ 304 $ 3,478
U.S. Treasury securities
and obligations of U.S.
Government and
government agencies
and authorities 3,080 3 306 2,777
Obligations of states,
municipalities and
political subdivisions 87 - 7 80
Debt securities issued by
foreign governments 398 - 26 372
All other corporate bonds 11,225 14 696 10,543
Redeemable preferred stock 10 - - 10
-------------------------------------------------------------------------------------------------
Total $18,579 $20 $1,339 $17,260
-------------------------------------------------------------------------------------------------
</TABLE>

The amortized cost and market value of fixed maturities at December 31,
1995, by contractual maturity, are shown below. Actual maturities will
differ from contractual maturities because borrowers may have the right
to call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Maturity Amortized Market
(in millions) cost value
-----------------------------------------------------------------------------------------------
<S> <C> <C>
Due in one year or less $ 788 $ 792
Due after 1 year through 5 years 5,053 5,156
Due after 5 years through 10 years 5,176 5,416
Due after 10 years 2,996 3,216
-----------------------------------------------------------------------------------------------
14,013 14,580
Mortgage-backed securities 4,174 4,262
-----------------------------------------------------------------------------------------------
Total $18,187 $18,842
-----------------------------------------------------------------------------------------------
</TABLE>

41
<PAGE> 101
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

The Company makes significant investments in collateralized mortgage
obligations (CMOs). CMOs typically have high credit quality, offer good
liquidity, and provide a significant advantage in yield and total return
compared to U.S. Treasury securities. The Company's investment strategy
is to purchase CMO tranches which are protected against prepayment risk,
primarily planned amortization class (PAC) tranches. Prepayment protected
tranches are preferred because they provide stable cash flows in a
variety of scenarios. The Company does invest in other types of CMO
tranches if a careful assessment indicates a favorable risk/return
tradeoff. The Company does not purchase residual interests in CMOs.

At December 31, 1995 and 1994, the Company held CMOs with a market value
of $2.3 billion and $2.2 billion, respectively. Approximately 89% of the
Company's CMO holdings are fully collateralized by GNMA, FNMA or FHLMC
securities at December 31, 1995 and 1994. In addition, the Company held
$917 million and $1.3 billion of GNMA, FNMA or FHLMC mortgage-backed
securities at December 31, 1995 and 1994, respectively. Virtually all of
these securities are rated AAA. The Company also held $1.3 billion and
$927 million of securities that are backed primarily by credit card or
car loan receivables at December 31, 1995 and 1994, respectively.

Equity Securities

The cost and market values of investments in equity securities were as
follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
December 31, 1995
-------------------------------------------------------------------------------------------------
Gross Gross
unrealized unrealized Market
(in millions) Cost gains losses value
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stocks $138 $48 $5 $181
Nonredeemable preferred stocks 44 2 3 43
-------------------------------------------------------------------------------------------------
Total $182 $50 $8 $224
-------------------------------------------------------------------------------------------------
</TABLE>

42
<PAGE> 102
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

Proceeds from sales of equity securities were $379 million and $357
million in 1995 and 1994, respectively. Gross gains of $27 million and
$24 million and gross losses of $2 million and $6 million in 1995 and
1994, respectively, were realized on those sales.

Mortgage loans and real estate held for sale

Underperforming assets include delinquent mortgage loans, loans in the
process of foreclosure, foreclosed loans and loans modified at interest
rates below market. The Company continues its strategy, adopted in
conjunction with the Merger, to dispose of these real estate assets and
some of the mortgage loans and to reinvest the proceeds to obtain current
market yields.

At December 31, 1995 and 1994, the Company's mortgage loan and real
estate held for sale portfolios consisted of the following (in millions):

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
1995 1994
---------------------------------------------------------------------------------
<S> <C> <C>
Current mortgage loans $ 3,385 $ 4,467
Underperforming mortgage loans 241 471
---------------------------------------------------------------------------------
Total 3,626 4,938
---------------------------------------------------------------------------------

Real estate held for sale 293 383
---------------------------------------------------------------------------------
Total $ 3,919 $ 5,321
---------------------------------------------------------------------------------
</TABLE>

Aggregate annual maturities on mortgage loans at December 31, 1995 are
as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------
(in millions)
-------------------------------------------------------
<S> <C>
Past maturity $ 189
1996 462
1997 398
1998 589
1999 339
2000 382
Thereafter 1,267
-------------------------------------------------------
Total $ 3,626
-------------------------------------------------------
</TABLE>

43
<PAGE> 103
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

Concentrations

At December 31, 1995 and 1994, the Company had no concentration of credit
risk in a single investee exceeding 10% of consolidated shareholder's
equity.

The Company participates in a short-term investment pool maintained by
TIGI and its subsidiaries. See note 11.

Included in fixed maturities are below investment grade assets totaling
$1.0 billion and $922 million at December 31, 1995 and 1994,
respectively. The Company defines its below investment grade assets as
those securities rated "Ba1" or below by external rating agencies, or the
equivalent by internal analysts when a public rating does not exist. Such
assets include publicly traded below investment grade bonds and certain
other privately issued bonds that are classified as below investment
grade loans.

The Company also had significant concentrations of investments, primarily
fixed maturities, in the following industries:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Finance $ 1,491 $ 1,241
Banking 1,226 953
Electric utilities 1,023 1,222
Oil and gas 861 859
---------------------------------------------------------------------------------------------------
</TABLE>

Below investment grade assets included in the totals above, were as
follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Finance $ 56 $ 75
Banking 8 21
Electric utilities 26 32
Oil and gas 66 33
---------------------------------------------------------------------------------------------------
</TABLE>

At December 31, 1995 and 1994, significant concentrations of mortgage
loans were for properties located in highly populated areas in the states
listed below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
California $ 736 $ 929
New York 400 558
---------------------------------------------------------------------------------------------------
</TABLE>

44
<PAGE> 104
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

Other mortgage loan investments are fairly evenly dispersed throughout
the United States, with no holdings in any state exceeding $332 million
and $432 million at December 31, 1995 and 1994, respectively.

Concentrations of mortgage loans by property type at December 31, 1995
and 1994 were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Office $ 1,513 $ 2,065
Apartment 580 1,029
Agricultural 556 540
Retail 426 606
---------------------------------------------------------------------------------------------------
</TABLE>

The Company monitors creditworthiness of counterparties to all financial
instruments by using controls that include credit approvals, limits and
other monitoring procedures. Collateral for fixed maturities often
includes pledges of assets, including stock and other assets, guarantees
and letters of credit. The Company's underwriting standards with respect
to new mortgage loans generally require loan to value ratios of 75% or
less at the time of mortgage origination.

Investment Valuation Reserves

There were no investment valuation reserves at December 31, 1995 and
1994. Investment valuation reserve activity during 1994 and 1993 was as
follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1994 | 1993
--------------------------------------------------------------------------------------|------------
<S> <C> | <C>
Beginning of year $ 67 | $ 1,417
Increase - | 195
Impairments, net of gains/recoveries - | (602)
FAS 115/Purchase accounting adjustment (67) | (943)
---------------------------------------------------------------------------------------------------
End of year $ - $ 67
---------------------------------------------------------------------------------------------------
</TABLE>

At December 31, 1993, investment valuation reserves were comprised of $67
million for securities. Increases in the investment valuation reserves
were reflected as realized investment losses.

45
<PAGE> 105
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

Nonincome Producing

Investments included in the consolidated balance sheets that were
nonincome producing for the preceding 12 months were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Mortgage loans $ 65 $ 127
Real estate 18 73
Fixed maturities 4 6
---------------------------------------------------------------------------------------------------
Total $ 87 $ 206
---------------------------------------------------------------------------------------------------
</TABLE>

Restructured Investments

The Company had mortgage loans and debt securities which were
restructured at below market terms totaling approximately $67 million and
$259 million at December 31, 1995 and 1994, respectively. The new terms
typically defer a portion of contract interest payments to varying future
periods. The accrual of interest is suspended on all restructured assets,
and interest income is reported only as payment is received. Gross
interest income on restructured assets that would have been recorded in
accordance with the original terms of such loans amounted to $16 million
in 1995 and $52 million in 1994. Interest on these assets, included in
net investment income, aggregated $8 million and $17 million in 1995 and
1994, respectively.

16. LIFE AND ANNUITY DEPOSIT FUNDS AND RESERVES

At December 31, 1995, the Company had $22.4 billion of life and annuity
deposit funds and reserves. Of that total, $11.4 billion were not subject
to discretionary withdrawal based on contract terms and related market
conditions. The remaining $11.0 billion were for life and annuity
products that were subject to discretionary withdrawal by the
contractholders. Included in the amount that were subject to
discretionary withdrawal were $1.5 billion of liabilities that are
surrenderable with market value adjustments. An additional $5.8 billion
of the life insurance and individual annuity liabilities are subject to
discretionary withdrawals with an average surrender charge of 5.2%.
Another $870 million of liabilities are surrenderable at book value over
5 to 10 years. In the payout phase, these funds are credited at
significantly reduced interest rates. The remaining $2.8 billion of
liabilities are surrenderable without charge. Approximately 25% of these
liabilities relate to individual life products. These risks would have to
be underwritten again if transferred to another carrier, which is
considered a significant deterrent for long-term policyholders. Insurance
liabilities that are surrendered or withdrawn from the Company are
reduced by outstanding policy loans and related accrued interest prior to
payout.

46
<PAGE> 106
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

17. RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES

The following table reconciles net income to net cash provided by (used
in) operating activities:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(For the year ended December 31, in millions) 1995 1994 | 1993
---------------------------------------------------------------------------------------|-----------
<S> <C> <C> | <C>
Net income from continuing operations $ 547 $ 386 | $ 21
Reconciling adjustments |
Realized (gains) losses (106) (13) | 39
Deferred federal income taxes 57 307 | (48)
Amortization of deferred policy acquisition |
costs and value of insurance in force 290 281 | 56
Additions to deferred policy acquisition costs (454) (435) | 51
Trading account investments, |
(purchases) sales, net - - | (1,585)
Investment income accrued (9) (47) | 3
Premium balances receivable (8) 5 | (5)
Insurance reserves and accrued expenses 291 212 | 166
Restructuring reserves - - | (79)
Other, including investment valuation reserves |
in 1993 62 (212) | 32
---------------------------------------------------------------------------------------|-----------
Net cash provided by (used in) |
operating activities 670 484 | (1,349)
Net cash provided by (used in) |
discontinued operations (596) 233 | (23)
---------------------------------------------------------------------------------------|-----------
Net cash provided by (used in) |
operations $ 74 $ 717 | $ (1,372)
---------------------------------------------------------------------------------------------------
</TABLE>

47
<PAGE> 107
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

18. NONCASH INVESTING AND FINANCING ACTIVITIES

Significant noncash investing and financing activities include: a) the
1995 transfer of assets with a fair market value of approximately $1.5
billion and statutory reserves and other liabilities of approximately
$1.5 billion to MetLife (see note 4); b) the 1995 dividend of Transport
Life Insurance Company to the Company's parent (see note 4); c) the
acquisition of real estate through foreclosures of mortgage loans
amounting to $97 million, $229 million and $563 million in 1995, 1994 and
1993, respectively; d) the acceptance of purchase money mortgages for
sales of real estate aggregating $27 million, $96 million and $190
million in 1995, 1994 and 1993, respectively; e) the 1994 exchange of $23
million of TIHI's investment in Travelers common stock for $35 million of
Travelers nonredeemable preferred stock; f) the 1993 contribution of TIHI
by Travelers (see note 4); g) the 1993 contribution of $400 million of
bond investments by The Travelers Corporation (see note 7); h) increases
in investment valuation reserves in 1993 for real estate held for sale
(see note 15); and i) the 1993 transfer of $352 million of mortgage loans
and bonds from the Company's general account to two separate accounts.

48
<PAGE> 108

MARKETLIFE

PROSPECTUS

INDIVIDUAL VARIABLE UNIVERSAL LIFE INSURANCE CONTRACTS

ISSUED BY

THE TRAVELERS INSURANCE COMPANY
HARTFORD, CONNECTICUT

L-11843 May, 1996

<PAGE> 109

IN-VEST(SM)

INDIVIDUAL VARIABLE UNIVERSAL LIFE INSURANCE CONTRACTS

ISSUED BY

THE TRAVELERS INSURANCE COMPANY

PROSPECTUS
MAY 1, 1996

LIFE SERVICE CENTER
ONE TOWER SQUARE, HARTFORD, CONNECTICUT 06183 * TELEPHONE: (800) 334-4298
<PAGE> 110

THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE> 111

PROSPECTUS
- --------------------------------------------------------------------------------

This Prospectus describes The Travelers IN-VEST(sm) Universal (flexible premium)
Variable Life Insurance Contract (the "Contract") offered by The Travelers
Insurance Company (the "Company") and funded by The Travelers Fund UL for
Variable Life Insurance ("Fund UL"). A Contract Owner may choose the amount of
life insurance coverage desired with a minimum Stated Amount of $75,000. The
premium payment may be allocated by the Contract Owner to one or more of the
mutual funds underlying Fund UL (the "Underlying Funds"). (For a description of
the investment objectives and risks of the Underlying Funds, please refer to
"Underlying Funds," page of this prospectus, and also to the prospectuses for
each Fund.)

The Contract has a Right to Cancel Period during which the Applicant may return
the Contract to the Company for a refund. The Right to Cancel Period expires on
the latest of ten days after you receive the Contract, ten days after we mail or
deliver to you a written Notice of Right to Cancel, or 45 days after the
Applicant signs the application for insurance.

There is no guaranteed minimum Cash Value for a Contract. The Cash Value of a
Contract will vary up or down to reflect the investment experience of the
Underlying Funds to which the premium payment has been allocated, and the
Contract Owner bears the investment risk for all amounts so allocated. In
addition, the Cash Value of the Contract is reduced by the various fees and
charges assessed under the Contract, as set forth in this Prospectus. The
Contract will remain in effect so long as the Cash Surrender Value is sufficient
to pay the monthly charges imposed with the Contract.

A Contract Owner will have two options with respect to the death benefit under
the Contract -- the "Level Option" and the "Variable Option". Under either
option, the death benefit is never less than the Stated Amount (less any
outstanding contract loan or monthly deduction amounts due and unpaid). A
Contract Owner will have the right to change the death benefit option subject to
certain conditions. (See "Contract Benefits and Rights," page 10.)

IT MAY NOT BE ADVANTAGEOUS TO REPLACE YOUR EXISTING LIFE INSURANCE POLICY OR
SUPPLEMENT AN EXISTING FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY WITH THE
CONTRACT DESCRIBED IN THIS PROSPECTUS.

THIS CONTRACT MAY BE OR BECOME A MODIFIED ENDOWMENT CONTRACT UNDER FEDERAL TAX
LAW. IF IT IS CLASSIFIED AS A MODIFIED ENDOWMENT CONTRACT, ANY PARTIAL
WITHDRAWAL, CONTRACT SURRENDER OR LOAN MAY RESULT IN ADVERSE TAX CONSEQUENCES OR
PENALTIES.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR
EACH OF THE UNDERLYING FUNDS. EACH OF THE UNDERLYING FUND PROSPECTUSES ARE
INCLUDED WITH THE PACKAGE CONTAINING THIS PROSPECTUS. ALL PROSPECTUSES SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.

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

THE DATE OF THIS PROSPECTUS IS MAY 1, 1996.
<PAGE> 112

TABLE OF CONTENTS

<TABLE>
<S> <C>
GLOSSARY OF SPECIAL TERMS............................................................. IV
PROSPECTUS SUMMARY.................................................................... VI
THE INSURANCE COMPANY................................................................. 1
THE SEPARATE ACCOUNT AND THE UNDERLYING FUNDS......................................... 1
The Travelers Fund UL for Variable Life Insurance (Fund UL)...................... 1
The Underlying Funds............................................................. 1
Underlying Fund Investment Advisers.............................................. 3
General.......................................................................... 4
Conflicts of Interest............................................................ 4
Substitution..................................................................... 5
THE CONTRACT.......................................................................... 5
The Contract Application......................................................... 5
Allocation of Premium Payments................................................... 5
Accumulation Unit Values......................................................... 6
Right to Cancel.................................................................. 6
CHARGES AND DEDUCTIONS................................................................ 6
CHARGES AGAINST PREMIUM............................................................. 6
Front-End Sales Charge........................................................... 6
State Premium Tax Charge......................................................... 7
MONTHLY DEDUCTION AMOUNT............................................................ 7
Cost of Insurance Charge......................................................... 7
Contract Administrative Charge................................................... 7
Charges for Supplemental Benefit Provisions...................................... 8
CHARGES AGAINST THE SEPARATE ACCOUNT................................................ 8
Mortality and Expense Risk Charge................................................ 8
Administrative Expense Charge.................................................... 8
CHARGES AGAINST THE UNDERLYING FUNDS................................................ 8
SURRENDER CHARGES................................................................... 8
Percent of Premium Charge........................................................ 9
Per Thousand of Stated Amount Charge............................................. 9
MAXIMUM SALES CHARGES............................................................... 9
TRANSACTION CHARGE.................................................................. 10
REDUCTION OR ELIMINATION OF CHARGES................................................. 10
CONTRACT BENEFITS AND RIGHTS.......................................................... 10
DEATH BENEFIT....................................................................... 10
Changes in Death Benefit Option.................................................. 13
Changes in Stated Amount......................................................... 13
Benefits at Maturity............................................................. 13
Cash Value and Cash Surrender Value.............................................. 13
Transfer of Cash Value........................................................... 14
Dollar-Cost Averaging (Automated Transfers)...................................... 14
</TABLE>
<PAGE> 113

<TABLE>
<S> <C>
Contract Loans................................................................... 15
Lapse and Reinstatement.......................................................... 15
Exchange Rights.................................................................. 16
PAYMENT OPTIONS....................................................................... 16
PERFORMANCE INFORMATION............................................................... 16
EXAMPLE OF CONTRACT CHARGES........................................................... 18
OTHER MATTERS......................................................................... 18
Voting Rights.................................................................... 18
Disregard of Voting Instructions................................................. 19
Statements to Contract Owners.................................................... 19
Limit on Right to Contest........................................................ 19
Misstatement as to Sex and Age................................................... 19
Suspension of Valuation.......................................................... 20
Beneficiary...................................................................... 20
Assignment....................................................................... 20
Dividends........................................................................ 20
FEDERAL TAX CONSIDERATIONS............................................................ 20
General.......................................................................... 20
Investor Control................................................................. 20
Taxation of the Company.......................................................... 21
Tax Consequences of Life Insurance Contracts..................................... 21
Tax Consequences of Modified Endowment Contracts................................. 22
DISTRIBUTION OF THE CONTRACTS......................................................... 22
MANAGEMENT............................................................................ 23
LEGAL PROCEEDINGS AND OPINION......................................................... 24
INDEPENDENT ACCOUNTANTS............................................................... 24
REGISTRATION STATEMENT................................................................ 24
ILLUSTRATIONS......................................................................... 25
APPENDIX A -- Annual Minimum Premiums................................................. 31
APPENDIX B -- Per Thousand of Stated Amount Surrender Charge.......................... 32
APPENDIX B(1) -- Per Thousand of Stated Amount Surrender Charge -- Sales Charge
Component........................................................................... 33
APPENDIX B(2) -- Per Thousand of Stated Amount Surrender Charge -- Administrative
Charge Component.................................................................... 34
APPENDIX C -- Current Monthly Administrative Charge................................... 35
FINANCIAL STATEMENTS -- Fund UL....................................................... F-1
FINANCIAL STATEMENTS -- The Travelers Insurance Company............................... FS-1
</TABLE>
<PAGE> 114

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

The following terms are used throughout this Prospectus, and have the indicated
meanings:

ACCUMULATION UNIT -- the basic measure used to determine the Cash Value of a
flexible premium variable life insurance contract.

ANNUAL MINIMUM PREMIUM -- the Contract Owner must pay a first premium greater
than or equal to one-quarter of this amount for the Contract to be issued.
(Please refer to Appendix A.)

CASH SURRENDER VALUE -- the Cash Value less any outstanding contract loan and
surrender charges.

CASH VALUE -- the current value of Accumulation Units credited to the Contract
plus the value of the Loan Account.

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

CONTRACT DATE -- the date on which the Contract, benefits and provisions of the
Contract become effective.

CONTRACT MONTH -- monthly periods computed from the Contract Date.

CONTRACT OWNER -- the person having rights to benefits under the Contract during
the lifetime of the Insured; the Contract Owner may or may not be the Insured.

CONTRACT YEARS -- annual periods computed from the Contract Date.

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

INSURED -- the person on whose life the Contract is issued.

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

LOAN ACCOUNT -- an account established for assets transferred from the
Sub-Accounts as a result of requested loans. These accounts are credited with
fixed rates of interest and do not depend on the investment experience of Fund
UL and the Underlying Funds.

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

MONTHLY DEDUCTION AMOUNT -- the amount of charges deducted from the Contract's
Cash Value which includes Cost of Insurance charges, administrative charges, and
any charges for supplemental benefits.

NET AMOUNT AT RISK -- an amount equal to the Death benefit minus the Cash Value.

NET PREMIUM -- the amount of each premium payment applied to purchase
Accumulation Units under the Contract, less the deduction of front-end sales
charges and premium tax charges.

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

STATED AMOUNT -- the amount originally selected by the Contract Owner which is
used to determine the Death Benefit. The Stated Amount may be increased or
decreased as described in this Prospectus.

SUB-ACCOUNT -- assets of a particular Underlying Fund which are attributable to
the class of variable life insurance contracts described in this Prospectus.

iv
<PAGE> 115

UNDERLYING FUND -- an open-end diversified management investment company which
serves as an investment option under the Separate Account.

VALUATION DATE -- a day on which the Sub-Account is valued. A valuation date is
any day on which the New York Stock Exchange is open for trading. The value of
Accumulation Units will be determined as of the close of trading on the New York
Stock Exchange.

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

v
<PAGE> 116

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

THE CONTRACT

The Contract described in this Prospectus is an individual variable universal
life insurance contract which provides for flexible premium payments to be
allocated to one or more of the Underlying Funds. The Contract is then credited
with Accumulation Units in the applicable Sub-Accounts, the assets of which are
invested in the corresponding Underlying Fund. The Contract is first and
foremost a life insurance contract with death benefits, cash values and other
features traditionally associated with life insurance. The Contract is
"variable" because unlike the fixed benefits of an ordinary whole life insurance
contract, the Cash Value and, under certain circumstances, the Death Benefit of
the Contract may increase or decrease depending on the investment experience of
the Underlying Funds to which the premium payment has been allocated. The
Contract will remain in effect until the Cash Surrender Value is insufficient to
cover the Monthly Deduction Amount.

THE SEPARATE ACCOUNT AND THE UNDERLYING FUNDS

The Contract is funded by The Travelers Fund UL for Variable Life Insurance
("Fund UL"), a registered unit investment trust separate account established by
The Travelers Insurance Company (the "Company"). There are currently fourteen
(14) Sub-Accounts available under the Contract, each of which invests
exclusively in one of the following Underlying Funds:

Capital Appreciation Fund
Cash Income Trust
High Yield Bond Trust
Managed Assets Trust
U.S. Government Securities Portfolio
Utilities Portfolio
Templeton Bond Fund
Templeton Stock Fund
Templeton Asset Allocation Fund
Fidelity's High Income Portfolio
Fidelity's Equity-Income Portfolio
Fidelity's Growth Portfolio
Fidelity's Asset Manager Portfolio
Dreyfus Stock Index Fund
Smith Barney Income and Growth Portfolio
Alliance Growth Portfolio
Smith Barney High Income Portfolio
MFS Total Return Portfolio
Smith Barney Total Return Portfolio

For a more complete description of the investment objectives for each of the
funds listed above, as well as the investment advisers which provide investment
management and advisory services for the funds, please refer to "The Underlying
Funds" on page 1, and the prospectuses for each of the Underlying Funds.

PREMIUM PAYMENTS

The Contract Owner must pay a first premium greater than or equal to one-quarter
of the Annual Minimum Premium for the Contract to be issued. (Tables of Annual
Minimum Premiums are included in Appendix A.) After the first premium, Contract
Owners may elect to be billed annually or semi-annually for all future premium
payments ("Planned Premiums").

Payment of Planned Premiums will not guarantee that the Contract will remain in
effect. (See "Lapse and Reinstatement," page 15.) No premiums can be accepted if
they would disqualify the Contract as life insurance under federal tax law.

During the Applicant's Right to Cancel Period, Net Premium will be invested in
Cash Income Trust (a money market fund). After the expiration of the Right to
Cancel Period, the values in Cash Income Trust will be allocated to the
Underlying Fund(s) selected on the Contract Application. Once the premium
payment has been allocated to the designated Underlying Fund(s), the Contract
will be credited with Accumulation Units in the applicable Sub-Account. (See
"Allocation of Premium Payments," page 5.)

vi
<PAGE> 117

RIGHT TO CANCEL

An Applicant has a limited right to return the Contract for cancellation and
receive a full refund of the premium payment made. The Applicant must return the
Contract, by mail or hand delivery, to the Company or to the agent who sold the
Contract, to be cancelled within 10 days after delivery of the Contract to the
Applicant, or within 45 days after completion of the application, or within 10
days after the Notice of Right to Cancel has been mailed or delivered to the
Applicant, whichever is latest. The Company will return to the Applicant within
seven days thereafter an amount equal to the greater of the premiums paid for
the Contract or the sum of (1) the difference between the premium paid,
including any fees or other charges, and the amounts allocated to the Underlying
Fund(s), (2) the value of the amounts allocated to the Underlying Fund(s) on the
date we receive the returned Contract, and (3) any fees and other charges
imposed on amounts allocated to the Underlying Fund(s).

CHARGES AND DEDUCTIONS

In order to cover expenses associated with the distribution of the Contract, the
Company will deduct a front-end sales charge and surrender charges. The
front-end sales charge is equal to 2.5% of each Premium Payment made under the
Contract, and may be reduced for Stated Amounts of $500,000 or more. The sales
charge for a Contract with no full or partial surrenders will never exceed 2.5%
of actual premiums paid. However, the sales charges for a Contract with full or
partial surrenders may be as much as 26.7% of premiums paid based on surrender
penalties which are assessed under the Contract. (See "Maximum Sales Charges,"
page 9.)

There are two types of surrender charges that can apply to the Contract: a
Percent of Premium Charge and a Per Thousand of Stated Amount Charge. Both
charges apply to a full surrender of the Contract. Only the Percent of Premium
Charge applies to a partial surrender. The Percent of Premium Charge and a
portion of the Per Thousand of Stated Amount Charge are intended to cover sales
expenses. (See "Surrender Charges," page 8.)

The Company will deduct a 2.5% State Premium Tax Charge from each premium
payment before allocation of the payment to purchase Accumulation Units in the
Sub-Accounts (except in the Commonwealth of Puerto Rico where no premium tax
charge is deducted). (See "State Premium Tax Charge," page 7.)

In addition, the Company will make monthly deductions beginning on the Contract
Date on a pro rata basis from the Cash Value in each of the Sub-Accounts. The
Deduction Amount will vary from month to month and includes the cost of
insurance charges, administrative charges and charges for supplemental benefits.
The administrative charges apply during the first three Contract Years and
during the three years following any increase in Stated Amount. (See "Monthly
Deduction Amount," page 7.)

The Company currently assesses a daily charge against the assets of Fund UL at
an annual rate of 0.60% of such assets. The charge is intended to cover the
Company's assumption of mortality and expense risks under the Contract, and will
be made pro rata among the Sub-Accounts. The Contract provides that the charge
for mortality and expense risk will not exceed 0.80%. The Contract also provides
that the Company may make a daily charge from Fund UL for administrative
expenses incurred by the Company at a maximum annual rate of 0.10% of assets in
the Separate Account; the Company is not currently assessing this charge. The
Company may also set up a provision for income taxes against the assets of the
Separate Account. (See "Charges Against the Separate Account," page 8.)

The administrative charges made by the Company do not exceed the average
expected cost of administrative services provided by the Company. Sales charges
and administrative charges under the Contract may be reduced or eliminated when
sales are made under certain arrangements. (See "Reduction or Elimination of
Charges," page 10.)

vii
<PAGE> 118

The Separate Account purchases shares of the Underlying Funds at net asset
value. The net asset value of the Underlying Fund shares reflects investment
advisory and other expenses already deducted from the assets of the Funds.
Applicants should review the prospectuses of the Underlying Funds for a
description of the charges assessed against the assets of each Underlying Fund.

DEATH BENEFIT

A Contract Owner may elect one of two options for the calculation of the amount
of Death Benefit payable under the Contract. Under Option 1 (the "Level
Option"), the Death Benefit will be equal to the greater of the Stated Amount of
the Contract or the Minimum Amount Insured. Under Option 2 (the "Variable
Option"), the Death Benefit will be equal to the greater of the Stated Amount of
the Contract plus the Cash Value (determined as of the date of the Insured's
death) or the Minimum Amount Insured. A Contract Owner may change the Death
Benefit option subject to certain conditions. (See "Death Benefit," page and
"Changes in Death Benefit Option," page 13.)

CASH VALUE

As with many other types of insurance contracts, each Contract will have a Cash
Value. The Cash Value of the Contract will increase or decrease to reflect the
investment experience of the Underlying Funds applicable to the Contract. The
Cash Value will also vary to reflect partial cash surrenders and Monthly
Deduction Amounts. There is no minimum guaranteed Cash Value and the Contract
Owner bears the investment risk associated with an investment in the Underlying
Funds. (See "Cash Value and Cash Surrender Value," page 13.)

CONTRACT LOANS

A Contract Owner may obtain a cash loan from the Company secured by the Contract
not to exceed 90% of the Contract's Cash Value (determined at the time the
Company receives the written loan request), less any surrender penalties. (This
amount is 80% for loans taken prior to June 12, 1995.) The Company will charge
interest on the outstanding amounts of the loan at an annual rate of 7.4%
payable in advance (6% in the Virgin Islands). The amount of the loan will be
transferred on a pro rata basis from each of the Sub-Accounts attributable to
the Contract (unless the Contract Owner states otherwise in writing) to a loan
account (the "Loan Account"). The Company will credit amounts in the Loan
Account with a fixed annual rate of interest of 4% (6% in New York and
Massachusetts). (See "Contract Loans," page 15.)

LAPSE

If on any Deduction Date the Cash Surrender Value of a Contract is insufficient
to cover the Monthly Deduction Amount due, the Company will send written notice
to the Contract Owner indicating that if an amount sufficient to cover the
Deduction Amount due is not paid within 61 days, the Contract may lapse. An
outstanding loan amount decreases the Cash Surrender Value and could, therefore,
cause the Contract to lapse. (See "Contract Loans," page 15, and "Lapse and
Reinstatement," page 15.)

EXCHANGE RIGHTS

Once the Contract is in effect it may be exchanged at any time during the first
two Contract Years for a general account fixed life insurance contract on the
life of the Insured without submitting proof of insurability. (See "Exchange
Rights," page 16.)

TAX CONSEQUENCES

The current federal tax law generally excludes all Death Benefit payments from
the gross income of the Contract beneficiary. (See "Tax Consequences of Life
Insurance Contracts," page 21.)

At any point in time, the Contract may become a modified endowment contract if
it fails to satisfy a 7-pay test. (See "Tax Consequences of Modified Endowment
Contracts," page 22.) The

viii
<PAGE> 119

Company has established safeguards for monitoring whether a Contract issued
after September 13, 1993 may become a modified endowment contract, but does not
yet have complete procedures in place for monitoring Contracts issued before
that date. A modified endowment contract has income first taxation of all loans,
pledges, collateral assignments or partial surrenders to the extent of income in
the Contract. A 10% penalty tax may be imposed on such income distributed before
the Contract Owner attains age 59 1/2.

The Company may charge each of the Sub-Accounts in Fund UL for its portion of
any income tax charged to the Company on the Separate Account or its assets.
(See "Federal Tax Considerations," page 20.)

ix
<PAGE> 120

THE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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

The Company writes individual life insurance and annuity contracts on a
non-participating basis. The Company acts as depositor for Fund UL. Tower Square
Securities, Inc., ("Tower Square") an affiliate of the Company, became the
principal underwriter for the Contracts. The Company's obligations as depositor
for Fund UL may not be transferred without notice to and consent of Contract
Owners.

The Company is subject to Connecticut law governing insurance companies and is
regulated and supervised by the Connecticut Commissioner of Insurance. An annual
statement in a prescribed form must be filed with that Commissioner on or before
March 1 in each year covering the operations of the Company for the preceding
year and its financial condition on December 31 of such year. The Company's
books and assets are subject to review or examination by the Commissioner or his
agents at all times, and a full examination of its operations is conducted at
least once every four years. In addition, the Company is subject to the
insurance laws and regulations of any jurisdiction in which it sells its
insurance contracts, as well as to various federal and state securities laws and
regulations.

THE SEPARATE ACCOUNT AND THE UNDERLYING FUNDS
- --------------------------------------------------------------------------------

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

Fund UL was established on November 10, 1983 pursuant to the insurance laws of
the state of Connecticut, and is registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust under the Investment Company Act
of 1940, as amended (the "1940 Act"). The assets of Fund UL will be invested
exclusively in shares of the Underlying Funds. Fund UL meets the definition of a
separate account under the federal securities laws, and will comply with the
provisions of the 1940 Act. Registration of Fund UL with the SEC does not
involve supervision by the SEC of the management or investment policies of Fund
UL. Additionally, the operations of Fund UL are subject to the provisions of
Section 38a-433 of the Connecticut General Statutes which authorizes the
Connecticut Insurance Commissioner to adopt regulations under it. The Section
contains no restrictions on the investments of Fund UL, and the Commissioner has
adopted no regulations under the Section that affect Fund UL.

Under Connecticut law, the assets of Fund UL will be held for the exclusive
benefit of Contract Owners and the persons entitled to payments under the
Contract offered by this Prospectus. The assets held in Fund UL are not
chargeable with liabilities arising out of any other business which the Company
may conduct. Any obligations arising under the Contract are general corporate
obligations of the Company.

THE UNDERLYING FUNDS

Premium Payments applied to Fund UL will be invested in one or more of the
available Underlying Funds at net asset value in accordance with the selection
made by the Contract Owner. The Underlying Funds currently available under the
Contract may be added or withdrawn as permitted

1
<PAGE> 121

by applicable law. Please read carefully the complete risk disclosure in the
Funds' prospectuses before investing. The Underlying Funds currently available
under the Contract are as follows:

CAPITAL APPRECIATION FUND. The objective of Capital Appreciation Fund is
growth of capital through the use of common stocks. Income is not an
objective. The Fund invests principally in common stocks of small and large
companies which are expected to experience wide fluctuations in price in
both rising and declining markets. (Prior to May 1, 1994, the Fund was
known as Aggressive Stock Trust.)

CASH INCOME TRUST. Cash Income Trust seeks to provide high current income
while emphasizing preservation of capital and maintaining a high degree
liquidity by investing in short-term money market securities deemed to
present minimal credit risks.

HIGH YIELD BOND TRUST. The objective of the High Yield Bond Trust is
generous income. The assets of the High Yield Bond Trust will be invested
in bonds which, as a class, sell at discounts from par value and are
typically high risk securities.

MANAGED ASSETS TRUST. The objective of Managed Assets Trust is high total
investment return with reduced risk through a fully managed investment
policy. Assets of the Managed Assets Trust will be invested in a portfolio
of U.S. stocks, bonds and money market securities.

U.S. GOVERNMENT SECURITIES PORTFOLIO. The U.S. Government Securities
Portfolio selects investments from the point of view of an investor
concerned primarily with highest credit quality, current income and total
return. The assets of the U.S. Government Securities Portfolio will be
invested in direct obligations of the United States, its agencies and
instrumentalities.

UTILITIES PORTFOLIO. The Utilities Portfolio seeks to provide current
income through investment in equity and debt securities of companies in the
utility industries.

TEMPLETON BOND FUND. The objective of the Templeton Bond Fund is high
current income through a flexible policy of investing primarily in debt
securities of companies, governments and government agencies of various
nations throughout the world.

TEMPLETON STOCK FUND. The objective of the Templeton Stock Fund is capital
growth through a policy of investing primarily in common stocks issued by
companies, large and small, in various nations throughout the world.

TEMPLETON ASSET ALLOCATION FUND. The objective of the Templeton Asset
Allocation Fund is a high level of total return with reduced risk over the
long term through a flexible policy of investing in stocks of companies in
any nation and debt obligations of companies and governments of any nation.
Changes in the asset mix will be adjusted in an attempt to capitalize on
total return potential produced by changing economic conditions throughout
the world.

FIDELITY'S HIGH INCOME PORTFOLIO. The High Income Portfolio seeks to
obtain a high level of current income by investing primarily in high
yielding, lower-rated, fixed-income (high risk) securities, while also
considering growth of capital.

FIDELITY'S EQUITY-INCOME PORTFOLIO. The Equity-Income Portfolio seeks
reasonable income by investing primarily in income-producing equity
securities; in choosing these securities, the portfolio manager will also
consider the potential for capital appreciation. The Portfolio's goal is to
achieve a yield which exceeds the composite yield on the securities
comprising the Standard & Poor's 500 Composite Stock Price Index.

FIDELITY'S GROWTH PORTFOLIO. The Growth Portfolio seeks capital
appreciation by investing primarily in common stocks of well-known,
established companies and smaller, emerging growth companies, although its
investments are not restricted to any one type of security. Capital
appreciation may also be found in other types of securities, including
bonds and preferred stocks.

2
<PAGE> 122

FIDELITY'S ASSET MANAGER PORTFOLIO. The Asset Manager Portfolio seeks high
total return with reduced risk over the long-term by allocating its assets
among stocks, bonds and short-term fixed-income instruments.

DREYFUS STOCK INDEX FUND. The objective of the Dreyfus Stock Index Fund is
to provide investment results that correspond to the price and yield
performance of publicly traded common stocks in the aggregate, as
represented by the Standard & Poor's 500 Composite Stock Price Index.

SMITH BARNEY INCOME AND GROWTH PORTFOLIO. The objective of the Income and
Growth Portfolio is current income and long-term growth of income and
capital by investing primarily, but not exclusively, in common stocks.

ALLIANCE GROWTH PORTFOLIO. The objective of the Growth Portfolio is
long-term growth of capital by investing predominantly in equity securities
of companies with a favorable outlook for earnings and whose rate of growth
is expected to exceed that of the U.S. economy over time. Current income is
only an incidental consideration.

SMITH BARNEY HIGH INCOME PORTFOLIO. The investment objective of the High
Income Portfolio is high current income. Capital appreciation is a
secondary objective. The Portfolio will invest at least 65% of its assets
in high-yielding corporate debt obligations and preferred stock.

MFS TOTAL RETURN PORTFOLIO. The Total Return Portfolio's objective is to
obtain above-average income (compared to a portfolio entirely invested in
equity securities) consistent with the prudent employment of capital.
Generally, at least 40% of the Portfolio's assets will be invested in
equity securities.

SMITH BARNEY TOTAL RETURN PORTFOLIO. The investment objective of the Smith
Barney Total Return Portfolio is to provide total return, consisting of
long-term capital appreciation and income. The Portfolio will seek to
achieve its goal by investing primarily in a diversified portfolio of
dividend-paying common stock. (Please read carefully the complete risk
disclosure in the Portfolio's prospectus before investing.)

Each Underlying Fund is subject to certain investment restrictions which may not
be changed without the approval of a "majority vote of the outstanding voting
securities" of that Fund (as defined in the Investment Company Act of 1940).
There is no assurance that the Underlying Funds will achieve their stated
objectives.

More detailed information regarding the Underlying Funds may be found in the
current prospectuses for the Underlying Funds; these prospectuses are included
with and must accompany this Prospectus. Contract Owners are urged to read these
documents carefully before investing.

UNDERLYING FUND INVESTMENT ADVISERS

The Underlying Funds receive investment management and advisory services from
the following investment professionals:

<TABLE>
<CAPTION>
FUND INVESTMENT ADVISER SUB-ADVISER
<S> <C> <C>
- --------------------------------------------------------------------------------------------------
Capital Appreciation The Travelers Investment Management Janus Capital Corporation
Fund................... Company (TIMCO)
Cash Income Trust Travelers Asset Management International
Corporation (TAMIC)
High Yield Bond Trust TAMIC
Managed Assets Trust TAMIC TIMCO
U.S. Government TAMIC
Securities Portfolio
Utilities Portfolio Smith Barney Mutual Funds Management
Inc.
</TABLE>

3
<PAGE> 123

<TABLE>
<CAPTION>
FUND INVESTMENT ADVISER SUB-ADVISER
<S> <C> <C>
- --------------------------------------------------------------------------------------------------

Templeton Stock Fund Templeton Investment Counsel, Inc.
Templeton Asset Templeton Investment Counsel, Inc.
Allocation Fund
Templeton Bond Fund Templeton Global Bond Managers
Fidelity's High Income Fidelity Management & Research Company
Portfolio
Fidelity's Equity-Income Fidelity Management & Research Company
Portfolio
Fidelity's Growth Fidelity Management & Research Company
Portfolio
Fidelity's Asset Manager Fidelity Management & Research Company
Portfolio
Dreyfus Stock Index Fund Mellon Equity Associates
Smith Barney Income and Smith Barney Mutual Funds Management Alliance Capital
Growth Portfolio Inc. Management
Alliance Growth Portfolio Smith Barney Mutual Funds Management Alliance Capital
Inc. Management L.P.
Smith Barney High Income Smith Barney Mutual Funds Management
Portfolio Inc.
MFS Total Return Smith Barney Mutual Funds Management Massachusetts Financial
Portfolio Inc. Services Company
Smith Barney Total Return Smith Barney Mutual Funds Management
Portfolio Inc.
</TABLE>

For more detailed information on these investment advisers and their services
and fees, please refer to the prospectuses for the Underlying Funds.

GENERAL

All investment income of and other distributions to each Sub-Account of Fund UL
arising from the applicable Underlying Fund are reinvested in shares of that
Underlying Fund at net asset value. The income and realized gains or losses on
the assets of each Sub-Account of Fund UL are therefore separate and are
credited to or charged against the Sub-Account without regard to income, gains
or losses from any other Sub-Account or from any other business of the Company.
The Company will purchase shares in the Underlying Funds in connection with
premium payments allocated to the applicable Funds in accordance with Contract
Owners' directions and will redeem shares in the Underlying Funds to meet
Contract obligations or make adjustments in reserves, if any. The Underlying
Funds are required to redeem Fund shares at net asset value and to make payment
within seven days.

CONFLICTS OF INTEREST

It is conceivable that in the future it may not be advantageous for variable
life insurance and variable annuity separate accounts to invest in the
Underlying Funds simultaneously. Although neither the Company nor the Underlying
Funds currently foresees any such disadvantages either to variable life
insurance or to variable annuity Contract Owners, the Underlying Funds' Boards
of Directors intend to monitor events to identify any material conflicts between
such Contract Owners and to determine what action, if any, should be taken in
response thereto. If any of the Underlying Funds' Boards of Trustees conclude
that separate mutual funds should be established for variable life insurance and
variable annuity separate accounts, the Company will bear the attendant
expenses, but variable life insurance and variable annuity Contract Owners would
no longer have the economies of scale resulting from a larger combined fund.
Please consult the prospectuses of the Underlying Funds for additional
information.

4
<PAGE> 124

SUBSTITUTION

The Company reserves the right, subject to compliance with appropriate state and
federal laws, to make additions to, deletions from, or substitutions for Fund UL
and the Sub-Accounts which fund the Contract. If shares of any of the Underlying
Funds should no longer be available for purchase by the appropriate Sub-Account,
or if, in the judgment of the Company further investment in such shares becomes
inappropriate for purposes of the Contract, shares of another Underlying Fund
may be substituted for shares of the Underlying Funds held in the Sub-Accounts.
Substitution may be made with respect to both existing investments and the
investment of any future Premium Payments. However, no substitution of
securities will be made without prior notice to Contract Owners, and without
prior approval of the Securities and Exchange Commission, all to the extent
required by the 1940 Act or other applicable law. Subject to Contract Owner
approval, the Company reserves the right to end Fund UL's registration under the
1940 Act.

THE CONTRACT
- --------------------------------------------------------------------------------

The Contract described in this Prospectus is both an insurance product and a
security. However, the Contract is first and foremost a life insurance contract
with death benefits, cash values and other features traditionally associated
with life insurance. The Contract is deemed to be "variable" because unlike the
fixed benefits of an ordinary whole life insurance contract, the Cash Value and,
under certain circumstances, the Death Benefit of the Contract may increase or
decrease depending on the investment experience of the Underlying Funds to which
the Premium Payment has been allocated. As an insurance product, the Contract is
subject to the insurance laws and regulations of each state or jurisdiction in
which it is available for distribution.

THE CONTRACT APPLICATION

Individuals wishing to purchase a Contract must submit an application to the
Company. As with traditional insurance contracts, a Contract Owner may state the
amount of insurance desired (the "Stated Amount"), which amount may not be less
than $75,000. A Contract Owner may request an increase or decrease in the Stated
Amount of the Contract in writing from time to time. (See "Changes in Stated
Amount," page 13.) No change in the terms or conditions of the Contract will be
made without the consent of the Contract Owner.

A Contract will be issued only on the life of an Insured who supplies evidence
of insurability satisfactory to the Company. Acceptance is subject to the
Company's underwriting rules.

Insurance coverage under a Contract will begin only after the Applicant has
satisfied all outstanding underwriting delivery requirements, and after the
Company has received the first premium. The Contract Date is the date used to
determine all future cyclical transactions on the Contract, e.g., Deduction
Dates, Contract Months and Contract Years. The Contract Date may be prior to, or
the same date as, the date on which the Contract is issued (the "Issue Date").

ALLOCATION OF PREMIUM PAYMENTS

The first premium will be applied to the Contract on the later of the Contract
Date or the date it is received at the Company's Home Office. During the
Applicant's Right to Cancel Period, the Company will allocate Net Premiums to
the Cash Income Trust. At the end of the Applicant's Right to Cancel Period, the
account value in Cash Income Trust will be allocated among the Underlying Funds
(in whole percentages) to purchase Accumulation Units in the applicable
SubAccounts as the Contract Owner directs on the application. Net Premium
payments received on or after the expiration of the Applicant's Right to Cancel
Period will be allocated among the Sub-Accounts to purchase Accumulation Units
in such Sub-Accounts as directed by the Contract Owner or, in the absence of
directions, as stated in the original application. The number of Accumulation
Units of each Sub-Account to be credited to the Contract (including the initial
allocation to Cash Income Trust) will be determined by dividing the Premium
Payment applied to the Sub-Account by the Accumulation Unit Value of the
Sub-Account next computed following receipt of the payment.

5
<PAGE> 125

ACCUMULATION UNIT VALUES

The Accumulation Unit Value for each Sub-Account of Fund UL was initially
established at $1.00. Thereafter, the Accumulation Unit Value for each
Sub-Account will vary to reflect the investment experience of the applicable
Underlying Fund and will be determined on each Valuation Date by multiplying the
Accumulation Unit Value of the particular SubAccount on the preceding Valuation
Date by the Net Investment Factor for that Sub-Account for the Valuation Period
then ended. The Net Investment Factor for each of the Sub-Accounts is equal to
the net asset value per share of the corresponding Underlying Fund at the end of
the Valuation Period (plus the per share amount of any dividends or capital gain
distributions by that Fund, if the dividend date occurs in the Valuation Period
then ended, and plus or minus any per share credit or charge by the Company for
any tax reserves) divided by the net asset value per share of the corresponding
Underlying Fund at the beginning of the Valuation Period (plus or minus any per
share credit or charge by the Company for any tax reserves), and subtracting
from that amount any administrative expense charge, if assessed, and mortality
and expense risk charge.

Applicants should refer to the prospectuses for each of the Underlying Funds for
a description of how the assets of each Underlying Fund are valued. These
valuation procedures directly affect the Accumulation Unit Value of the
SubAccount, and therefore the Cash Value of the Contract.

All valuations made under the Contract (e.g., the determination of Cash Value or
Cash Surrender Value, contract loans, partial cash surrenders, payment of Death
Benefits, and the determination of the number of Accumulation Units to be
credited to a Contract with each Net Premium payment), will be made on the
Valuation Date next following the Company's receipt of the request.

RIGHT TO CANCEL

An Applicant has a limited right to return the Contract for cancellation by
returning the Contract, by mail or personal delivery, to the Company or to the
agent who sold the Contract. The Contract must be returned either (1) within 10
days after delivery of the Contract to the Contract Owner, (2) within 45 days of
completion of the contract application, or (3) within 10 days after the Notice
of Right to Cancel has been mailed or delivered to the Applicant (whichever is
latest). The Company will return to the Applicant a refund of the greater of all
premium payments paid for the Contract, or the sum of (1) the difference between
the premium paid, including any fees or charges, and the amounts allocated to
the Underlying Fund(s), (2) the value of the amounts allocated to the Underlying
Fund(s) on the date on which the Company receives the returned Contract, and (3)
any fees and other charges imposed on amounts allocated to the Underlying
Fund(s).

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

CHARGES AGAINST PREMIUM

FRONT-END SALES CHARGE

Upon receipt of a Premium Payment, and before allocation of the payment among
the Underlying Funds, the Company will deduct a front-end sales charge of 2.5%.
This charge will be reduced to 2% for Contracts with an initial Stated Amount of
$500,000 or more, and 0% for Contracts with an initial Stated Amount of
$1,000,000 or more.

There will be additional sales charges assessed upon any full or partial
surrender. (See "Surrender Charges" below.)

Sales charges are intended to cover the Company's actual sales expenses,
including agent sales commissions, advertising and the printing of the
prospectuses. The Company expects to recover the sales expenses of a contract.
To the extent sales expenses are not covered by the sales charges, the Company
will recover such expenses from its surplus. This surplus may include profit
from the mortality and expense risk charge.

6
<PAGE> 126

STATE PREMIUM TAX CHARGE

A charge of 2.5% of each premium payment will be deducted for state premium
taxes (except for Contracts issued in the Commonwealth of Puerto Rico where no
premium tax is deducted). These taxes vary from state to state and currently
range from 0.75% to 3.5%; 2.5% is an average. Because there is a range of
premium taxes, a contract owner may pay a premium tax charge that is higher or
lower than the premium tax actually assessed in his or her jurisdiction.

The Company also reserves the right to charge the assets of each Sub-Account for
a reserve for any income taxes payable by the Company on the assets attributable
to that Sub-Account. (See "Federal Tax Considerations," page 20.)

MONTHLY DEDUCTION AMOUNT

In addition to deductions from premium payments, the Company will deduct from
the Cash Value of the Contract a Monthly Deduction Amount to cover certain
charges and expenses incurred in connection with the Contract. The Monthly
Deduction Amount will be deducted pro rata from each of the Sub-Accounts
attributable to the Contract on the first day of each Contract Month (the
"Deduction Date"), commencing on the Contract Date. The dollar amount of the
Deduction Amount will vary from month to month.

The following is a summary of monthly charges and expenses which make up the
Monthly Deduction Amount.

COST OF INSURANCE CHARGE

The cost of insurance charge, which is deducted monthly, may vary from month to
month since it depends on a number of variables that are determined on each
Deduction Date. This charge is equal to the difference between the Death Benefit
payable under the Contract and the Cash Value of the Contract, each determined
on the Deduction Date, multiplied by a monthly "cost of insurance rate," i.e., a
monthly rate charged for each dollar of insurance coverage. The cost of
insurance rate varies annually and is based on the attained age, sex and risk
class of the insured (except in the State of Montana where no distinction is
made on the basis of sex). The cost of insurance rate for standard risks will
not exceed those based on the 1980 Commissioners Standard Ordinary Mortality
Tables ("1980 Tables"). Substandard risks will have monthly deductions based on
cost of insurance rates which may be higher than those set forth in the 1980
Tables. A table of guaranteed cost of insurance rates per $1,000 will be
included in each Contract; however, the Company reserves the right to use rates
(current rates) less than those shown in the 1980 Tables. Although guaranteed
rates do not distinguish between smokers and non-smokers, there will be separate
current cost of insurance tables for these two groups. Any changes in the cost
of insurance rates will be made uniformly for all Insureds in the same risk
class. The cost of insurance charge is to cover the Company's expected mortality
cost for basic insurance coverage, not including supplemental benefit
provisions.

Because the Cash Value and, under certain conditions, the Death Benefit of a
Contract may vary from month to month, the cost of insurance charge may also
vary on each Deduction Date. In addition, Applicants should note that the cost
of insurance charge is based on the difference between the Death Benefit payable
under the Contract and the Cash Value of the Contract. For Option 1, an increase
in the Cash Value or a decrease in the Death Benefit would result in a smaller
cost of insurance charge assuming that everything else remains the same; while a
decrease in the Cash Value or an increase in the Death Benefit would result in a
larger cost of insurance charge. (See "Changes in Death Benefit Option," page 13
and "Changes in Stated Amount," page 13 for a discussion of the effect of
changes in the Stated Amount on the cost of insurance.)

CONTRACT ADMINISTRATIVE CHARGE

The Company deducts a monthly administrative charge from the Cash Value of the
Contract during the first three Contract Years, and upon any increase in the
Stated Amount for three years from the

7
<PAGE> 127

date of the increase. The amount of this charge varies by issue age and initial
Stated Amount, and will be shown in the Contract (see Appendix C). The
administrative charge does not apply to Cost of Living Adjustment increases or
to an increase in the Stated Amount resulting from a change in a Death Benefit
option. The proceeds from this charge are expected to pay for the expenses
associated with the issuance of the Contract, and is set at a level which does
not exceed the average expected cost of these administrative services. The
monthly administrative charge may be reduced or eliminated when sales are made
under certain arrangements. (See "Reduction or Elimination of Charges," page
10.)

CHARGES FOR SUPPLEMENTAL BENEFIT PROVISIONS

The Company will include a supplemental benefits charge in the Monthly Deduction
Amount if the Contract Owner has elected any of the following supplemental
benefit provisions: Accidental Death Benefit, Waiver of Monthly Deduction Rider,
and Spouse or Children Term Riders. The amount of this charge will vary
depending upon the actual supplemental benefits selected.

CHARGES AGAINST THE SEPARATE ACCOUNT

MORTALITY AND EXPENSE RISK CHARGE

A daily charge is deducted from Fund UL for mortality and expense risks assumed
by the Company. The current charge is at an annual rate of 0.60% of the assets
in the Separate Account; however, the Contract provides that the maximum charge
for mortality and expense risks will not exceed 0.80%. The mortality risk
assumed is that the actual cost of insurance charge specified in the Contract
may be insufficient to meet actual claims. The expense risk assumed is that
expenses incurred in issuing and administering the Contracts will exceed the
administrative charges set forth in the Contract. If all money collected by the
Company from this charge is not needed to cover the mortality and expenses
costs, the excess will be contributed to the Company's general account.

ADMINISTRATIVE EXPENSE CHARGE

The Company reserves the right to deduct a daily charge from Fund UL for
administrative expenses incurred by the Company. The maximum charge is
equivalent on an annual basis to 0.10% of the assets in the Separate Account;
however, the Company does not currently assess this charge. The administrative
expense charge, if assessed, is expected to cover administrative costs
associated with the maintenance of the Contract, and the maximum fee is set at a
level which does not exceed the average expected cost of the administrative
services to be provided while the Contract is in force.

CHARGES AGAINST THE UNDERLYING FUNDS

Fund UL purchases shares of the Underlying Funds at net asset value. The net
asset value of the Underlying Fund shares reflects investment advisory fees and
other expenses already deducted from the assets of the Underlying Funds. The
investment advisory fees and other expenses applicable to each of the Underlying
Funds is described in the individual prospectuses for the Underlying Funds.

SURRENDER CHARGES

There are two types of contingent surrender charges that can apply under the
Contract: a Percent of Premium Charge and a Per Thousand of Stated Amount
Charge. These surrender charges are contingent because they only apply during
the first ten Contract Years (or the first ten years following an increase in
Stated Amount). Both charges apply upon a full surrender of the Contract. Only
the Percent of Premium Charge applies upon a partial surrender.

8
<PAGE> 128

PERCENT OF PREMIUM CHARGE

A Percent of Premium surrender charge will be assessed upon a full or partial
surrender of the Contract during the first ten Contract Years (or during the
first ten years following an increase in Stated Amount). The charge will be the
smallest of:

(a) 6% of the amount of Cash Value being surrendered; or

(b) 6% of the amount of premiums actually paid within the five years preceding
the surrender; or

(c) 9% of the total Annual Minimum Premiums for each full or partial Contract
Year during the five years preceding the surrender, whether paid or not.
(See Appendix A, "Annual Minimum Premiums.")

For example (as illustrated on page 29), a Contract with a Stated Amount of
$150,000 for a 45-year old male who pays a premium of $1,895 per year for five
years (a total of $9,475), and then fully surrenders the Contract for its Cash
Value of $5,856 (assuming a 6% rate of return), the Percent of Premium surrender
charge would be $351, because (a) is $351 (6% of $5,837); (b) is $569 (6% of the
$9,475 in premiums paid); and (c) is approximately $682 (9% of the annual
minimum premium for five years). The smallest, $351, is the applicable charge.

PER THOUSAND OF STATED AMOUNT CHARGE

A Per Thousand of Stated Amount surrender charge is imposed on full surrenders,
but not on partial surrenders, and applies only during the first ten Contract
Years or the ten years following an increase in Stated Amount (other than an
increase due to a Cost of Living Adjustment or a change in Death Benefit
Option). The charge is equal to a specified dollar amount for each $1,000 of
Stated Amount to which it applies, and will apply only to that portion of the
Stated Amount (except for increases excluded above) which has been in effect for
less than ten years.

The Per Thousand of Stated Amount Charge varies by Stated Amount and original
issue age, and increases with the issue age of the Insured. For example, for
Stated Amounts of $499,999 or less, this charge varies in the first year from
$2.04 per $1,000 of Stated Amount for issue ages of 4 years or less, to $25.40
per $1,000 of Stated Amount for issue ages of 65 years or higher. The charge is
lower for Stated Amounts over $499,999, and even lower for Stated Amounts over
$999,999.

Additionally, the charge decreases by 10% each year over the ten-year period.
For example, for a 45 year old with a Stated Amount of $150,000, the charge in
the first year is $7.18 for each $1,000 of Stated Amount, or $1,077. The charge
decreases 10%, or approximately $0.72, each year, so in the fifth year, it is
$4.31 for each $1,000 of Stated Amount, or $646.50; in the tenth year, it is
$0.72 for each $1,000, or $108.

No more than 20% of the Per Thousand of Stated Amount Charge is a sales charge.
The remainder is designed to compensate the Company for administrative expenses
not covered by other administrative charges. The administrative expense charge
component of the Per Thousand of Stated Amount charge is set at a level which
does not exceed the average expected cost of the administrative services to be
provided while the Contract is in force. This administrative charge component of
the Surrender Charge may be reduced or eliminated when sales are made under
certain arrangements. (See "Reduction or Elimination of Charges," below.) The
Per Thousand of Stated Amount surrender charges are set forth in Appendix B, and
have been further split into the sales charge component and the administrative
charge component in Appendices B(1) and B(2), respectively.

MAXIMUM SALES CHARGES

Although the total sales charges assessed under the Contract will vary based on
issue age, sex, year of surrender, amount of premium paid and amount
surrendered, the maximum total sales charge for any Contract will never exceed
26.7% of the total premiums paid.

9
<PAGE> 129

As stated above, the front-end sales charge for a Contract with no full or
partial surrenders will never exceed 2.5% of actual premiums paid. The sales
charges for a Contract with full or partial surrenders will vary, but in no
event will they exceed the percentage of premiums paid as shown below.

<TABLE>
<CAPTION>
MAXIMUM SALES CHARGES
CONTRACT YEAR OF SURRENDER (AS A % OF PREMIUM PAYMENTS)
<S> <C>
- ------------------------------------------------------------------
1 26.7%
2 24.9
3 23.1
4 21.2
5 19.4
6 16.1
7 14.4
8 12.5
9 10.6
10 8.8
11+ 2.5
</TABLE>

As the table demonstrates, the maximum sales charge for any Contract is less
than 26.7% in every Contract Year other than the first (or in every year after
the first year following an increase).

For example, a Contract with a Stated Amount of $150,000 for a 45-year old male
who paid an initial premium of $1,895 (approximately 125% of the annual minimum
premium), and who surrendered during the first year, would have a maximum sales
load of $376 (20% of actual premium paid). If, instead, he paid $1,895 per year
for five years (or $9,475) and surrendered in the sixth year, the maximum sales
load would be $913 (9.6% of actual premiums paid).

TRANSACTION CHARGE

The Company reserves the right to limit free transfers of Cash Value from one
Sub-Account to another by the Contract Owner to four times in any Contract Year,
and to charge $10.00 for any additional transfers. There is currently no charge
for transfers.

REDUCTION OR ELIMINATION OF CHARGES

The Company may offer the Contract in arrangements where an employer or trustee
will own a group of policies on the lives of certain employees, or in other
situations where groups of policies will be purchased at one time. The Company
may reduce or eliminate sales charges and administrative charges in such
arrangements to reflect the reduced sales expenses and administrative costs
expected as a result of sales to a particular group.

CONTRACT BENEFITS AND RIGHTS
- --------------------------------------------------------------------------------

DEATH BENEFIT

As with traditional life insurance contracts, the Death Benefit under the
Contract is the amount paid to the named beneficiary upon the Insured's death.
The Death Benefit will be reduced by any outstanding charges, fees and contract
loans. All or part of the Death Benefit may be paid in cash or applied under one
or more of the payment options described on page 16.

Each Contract Owner may elect one of two Death Benefit options set forth in the
Contract for calculating the amount of the Death Benefit. Under Option 1 (the
"Level Option"), the Death Benefit will be equal to the Stated Amount of the
Contract or, if greater, a specified multiple of Cash Value (the "Minimum Amount
Insured"). Under Option 2 (the "Variable Option"), the Death Benefit will be
equal to the Stated Amount of the Contract plus the Cash Value

10
<PAGE> 130

(determined as of the date of the Insured's death) or, if greater, the Minimum
Amount Insured. The Minimum Amount Insured is the amount required to qualify the
Contract as a life insurance contract under the current federal tax law. Under
that law, the Minimum Amount Insured is equal to a stated percentage of the Cash
Value of the Contract determined as of the first day of each Contract Month. The
percentages differ according to the attained age of the Insured. The Minimum
Amount Insured will be set forth in the Contract and may change as federal
income tax laws or regulations change. The percentages used to calculate the
Minimum Amount Insured decrease after the age of 40. The following is a schedule
of the applicable percentages:

<TABLE>
<CAPTION>
% SHALL DECREASE
BY A RATABLE
ATTAINED AGE PORTION
- ------------------------ FOR EACH FULL YEAR
MORE BUT NOT ------------------
THAN MORE THAN FROM TO
<S> <C> <C> <C>
- -----------------------------------------------
0 40 250 250
40 45 250 215
45 50 215 185
50 55 185 150
55 60 150 130
60 65 130 120
65 70 120 115
70 75 115 105
75 90 105 105
90 95 105 100
</TABLE>

The federal tax law imposes another cash funding limitation on cash value life
insurance contracts that, when applicable, may increase the Minimum Amount
Insured in excess of the figures shown in the schedule above. This limitation is
known as the "guideline premium limitation," and it is generally applicable
during the early years of variable universal life insurance contracts.

The following examples demonstrate the relationship between the Death Benefit,
the Cash Surrender Value and the Minimum Amount Insured under Options 1 and 2 of
the Contract. Both sets of examples assume an Insured of age 40, a Minimum
Amount Insured of 250% of Cash Value (assuming the preceding table is
controlling as to Minimum Amount Insured), and no outstanding contract loan.

OPTION 1 -- STATED AMOUNT: $75,000

In the following examples of an Option 1 "Level" Death Benefit, the Death
Benefit under the Contract is generally equal to the Stated Amount of $75,000.
Since the Contract is designed to qualify as a life insurance contract, the
Death Benefit cannot be less than the Minimum Amount Insured (or, in this
example, 250% of the Cash Value).

EXAMPLE ONE. If the Cash Value of the Contract equals $10,000, the Minimum
Amount Insured would be $25,000 ($10,000 X 250%). If the Death Benefit in
the Contract is the greater of the Stated Amount ($75,000) or the Minimum
Amount Insured ($25,000), then the Death Benefit would be $75,000.

EXAMPLE TWO. If the Cash Value of the Contract equals $40,000, the Minimum
Amount Insured would be $100,000 ($40,000 X 250%). The resulting Death
Benefit would be $100,000 since the Death Benefit is the greater of the
Stated Amount ($75,000) or the Minimum Amount Insured ($100,000).

EXAMPLE THREE. If the Insured is age 41, and the Cash Value of the
Contract equals $44,000, the Minimum Amount Insured would be $106,920
($44,000 X 243%) (243% is the applicable percentage for a 41-year old
insured). The Death Benefit would be equal to $106,920 which is the greater
of the Stated Amount ($75,000) and the Minimum Amount Insured ($106,920).

11
<PAGE> 131

EXAMPLE FOUR. The Death Benefit may also increase or decrease with the
investment experience of the applicable Underlying Funds to the extent the
Minimum Amount Insured exceeds the Stated Amount. Consequently, if the
41-year old Insured has a Cash Value equal to $35,000 instead of $44,000,
the Death Benefit would be $85,050 ($35,000 X 243%).

OPTION 2 -- STATED AMOUNT: $75,000

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

EXAMPLE ONE. If the Cash Value of the Contract equals $10,000, the Minimum
Amount Insured would be $25,000 ($10,000 X 250%). The Death Benefit
($85,000) would be equal to the Stated Amount ($75,000) plus the Cash Value
($10,000), unless the Minimum Amount Insured ($25,000) was greater.

EXAMPLE TWO. If the Cash Value of the Contract equals $60,000, then the
Minimum Amount Insured would be $150,000 ($60,000 X 250%). The resulting
Death Benefit would be $150,000 because the Minimum Amount Insured
($150,000) is greater than the Stated Amount plus the Cash Value ($75,000 +
$60,000 = $135,000).

EXAMPLE THREE. If the Insured is age 41, and the Cash Value of the
Contract equals $65,000, the Minimum Amount Insured would be $157,950
($65,000 X 243%) (243% is the applicable percentage for a 41-year old
Insured). The resulting Death Benefit under the Contract would be equal to
$157,950 because the Minimum Amount Insured ($157,950) is greater than the
Stated Amount plus the Cash Value ($75,000 + $65,000 = $140,000).

EXAMPLE FOUR. The Death Benefit may also increase or decrease with the
investment experience of the applicable Underlying Funds. Consequently, if
a 41-year old Insured has a Cash Value of $50,000 instead of $65,000, the
Death Benefit would be $125,000 because the Stated Amount plus the Cash
Value ($75,000 + $50,000 = $125,000) is greater than the Minimum Amount
Insured ($50,000 X 243% = $121,500).

As long as the Contract remains in effect, the Company guarantees that the Death
Benefit under either option will not be less than the current Stated Amount of
the Contract less any outstanding contract loan or Deduction Amount due but
unpaid. The Death Benefit under either option may vary with the Cash Value of
the Contract. Under Option 1, the Death Benefit equals the Stated Amount and
will vary only when the Minimum Amount Insured exceeds the Stated Amount of the
Contract. Under Option 2, the Death Benefit equals the Stated Amount plus the
Cash Value, unless the Minimum Amount Insured is greater, in which case the
Death Benefit is the greater amount.

Death Benefits are payable within seven days of the Company's receipt of
satisfactory proof of the Insured's death. The amount of Death Benefit actually
paid to the Contract beneficiary may be adjusted to reflect any contract loan,
suicide by the Insured within two years after the Issue Date of the Contract,
any material misstatements in the contract application as to age or sex of the
Insured, and any amounts payable to an assignee under a collateral assignment of
the Contract. (See "Assignment", page 20.) In addition, if the Insured dies
during the 61-day period after the Company gives notice to the Contract Owner
that the Cash Surrender Value of the Contract is insufficient to meet the
Monthly Deduction Amount due against the Cash Value of the Contract, the Death
Benefit actually paid to the Contract Owner's beneficiary will be reduced by the
amount of the Deduction Amount that is due and unpaid. (See "Cash Value and Cash
Surrender Value," page 13, for effects of partial cash surrenders on Death
Benefits.)

12
<PAGE> 132

CHANGES IN DEATH BENEFIT OPTION

A Contract Owner may change the Death Benefit option at any time prior to the
Insured's death by sending a written request to the Company. There is no direct
consequence of changing a Death Benefit option, except as described under "Tax
Consequences of Modified Endowment Contracts" on page 22. However, the change
could affect future values of Net Amount at Risk, and with some Option 2 to
Option 1 changes involving substantially funded Contracts, there may be a cash
distribution which is included in the gross income of the Contract Owner.
Consequently, the cost of insurance charge which is based on the Net Amount at
Risk may be different in the future. If the change is from Option 2 to Option 1,
the Stated Amount of the Contract will be increased by the Cash Value
(determined on the day the Company receives the written change request or on the
date the change is requested to become effective, if later). If the change is
from Option 1 to Option 2, the Stated Amount of the Contract will be decreased
by the Cash Value (determined on the date the Company receives the written
change request) so that the Death Benefit payable under Option 2 at the time of
the change will equal that which would have been payable under Option 1. A
person who wishes a level Net Amount at Risk and an increasing Death Benefit may
choose to change from Option 1 to Option 2. Likewise, a person who wishes a
level Death Benefit and a decreasing Net Amount at Risk would choose Option 1,
not Option 2. No change from Option 1 to Option 2 will be permitted if the
change results in a Stated Amount of less than the minimum amount of $75,000.

CHANGES IN STATED AMOUNT

A Contract Owner may request in writing that the Stated Amount of the Contract
be increased or decreased, provided that the Stated Amount after any decrease
may not be less than the minimum amount of $50,000. For purposes of determining
the cost of insurance charge, a decrease in the Stated Amount will reduce the
Stated Amount in the following order:

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

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

3) to the initial Stated Amount.

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

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

BENEFITS AT MATURITY

If the Insured is living on the Maturity Date (the anniversary of the Contract
Date on which the Insured is age 95), the Company will pay the Contract Owner
the Cash Value of the Contract, less any outstanding contract loan or Deduction
Amount due and unpaid. The Contract Owner must surrender the Contract to the
Company before such payment can be made, at which point the Contract will
terminate and the Company will have no further obligations under the Contract.

CASH VALUE AND CASH SURRENDER VALUE

As with traditional life insurance, each Contract will have a Cash Value. The
Cash Value of a Contract changes on a daily basis and will be computed on each
Valuation Date. The Cash Value will vary to reflect the investment experience of
the Underlying Funds, as well as any partial Cash

13
<PAGE> 133

Surrenders, Monthly Deduction Amount, daily Separate Account charges, and any
additional premium payments. There is no minimum guaranteed Cash Value.

The Cash Value of a particular Contract is related to the net asset value of the
Underlying Funds to which premium payments on the Contract have been allocated.
The Cash Value on any Valuation Date is calculated by multiplying the number of
Accumulation Units credited to the Contract in each Sub-Account as of the
Valuation Date by the current Accumulation Unit Value of that Sub-Account, then
adding the collective result for each of the Sub-Accounts credited to the
Contract, and finally adding the value (if any) of the Loan Account.

As long as the Contract is in effect, a Contract Owner may elect, without the
consent of the beneficiary (provided the designation of beneficiary is not
irrevocable), to surrender the Contract and receive its "Cash Surrender Value";
i.e., the Cash Value of the Contract determined as of the day the Company
receives the Contract Owner's written request, less any outstanding contract
loan, and less any applicable Surrender Charges. For full surrenders, the
Company will pay the Cash Surrender Value of the Contract within seven days
following its receipt of the written request or on the date requested by the
Contract Owner, whichever is later. The Contract will terminate on the Deduction
Date next following the Company's receipt of the written request, or on the
Deduction Date next following the date on which the Contract Owner requests the
surrender to become effective, whichever is later.

In the case of partial surrenders, the Cash Surrender Value will be equal to the
net amount requested to be surrendered minus any applicable Surrender Charges.
The deduction from Cash Value for a partial surrender will be made on a pro rata
basis against the Cash Value of each of the Sub-Accounts attributable to the
Contract (unless the Contract Owner states otherwise in writing).

In addition to reducing the Cash Value of the Contract, partial cash surrenders
will reduce the Death Benefit payable under the Contract. Under Option 1, the
Stated Amount of the Contract will be reduced by the amount of the partial cash
surrender. Under Option 2, the Cash Value, which is part of the Death Benefit,
will be reduced by the amount of the partial cash surrender. The Company may
require return of the Contract to record such reduction. Because the Stated
Amount of a Contract may not be less than the minimum $75,000, no partial cash
surrenders will be permitted which will reduce the Stated Amount below this
minimum.

TRANSFER OF CASH VALUE

As long as the Contract remains in effect, the Contract Owner may request that
all or a portion of the Cash Value of a particular Sub-Account be transferred to
other Sub-Accounts. The Contract Owner may make the request in writing by
mailing such request to the Company at its Home Office, or by telephone by
calling 1-800-334-4298 (proper authorization and identification will be required
for telephone transfers). The Company reserves the right to restrict the number
of such transfers to four times in any Contract Year and to charge $10 for each
additional transfer; however, there is currently no charge for transfers.

As a result of a transfer, the number of Accumulation Units credited to the
Sub-Account from which the transfer is made will be reduced by the number
obtained by dividing the amount transferred from the Sub-Account by the
Accumulation Unit Value of that Sub-Account on the Valuation Date on which the
Company receives the transfer request. The number of Accumulation Units credited
to the Sub-Account to which the transfer is made will be increased by the number
obtained by dividing the amount transferred to the Sub-Account by the
Accumulation Unit Value of that Sub-Account on the Valuation Date on which the
Company receives the transfer request.

DOLLAR-COST AVERAGING (AUTOMATED TRANSFERS)

You may establish automated transfers of Contract Values on a monthly or
quarterly basis from certain of the Sub-Accounts to other Sub-Accounts through
written request or other method acceptable to the Company. You must have a
minimum total Contract Value of $1,000 to enroll in the Dollar-Cost Averaging
program. The minimum total automated transfer amount is $100.

14
<PAGE> 134

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

Before transferring any part of the Contract Value, Contract Owners should
consider the risks involved in switching between investments available under
this Contract. Dollar cost averaging requires regular investments regardless of
fluctuating price levels, and does not guarantee profits or prevent losses in a
declining market. Potential investors should consider their financial ability to
continue purchases through periods of low price levels.

CONTRACT LOANS

A Contract Owner may obtain a cash loan from the Company secured by the Contract
not to exceed 90% of the Contract's Cash Value (determined on the day on which
the Company receives the written loan request), less any surrender penalties.
(This amount is 80% for loans taken prior to July 12, 1995.) No loan requests
may be made for amounts of less than $100.00. If there is a loan outstanding at
the time a subsequent loan request is made, the amount of the outstanding loan
will be added to the new loan request. Interest on a contract loan will be 7.4%
per year (6% in the Virgin Islands) and is payable in advance each year the loan
is outstanding. Interest not paid when due will be added to the outstanding
amount of the loan for the next Contract Year and will bear interest at the same
rate.

The amount of the loan will be transferred as of the date the loan is made on a
pro rata basis from each of the Sub-Accounts attributable to the Contract
(unless the Contract Owner states otherwise) to another account (the "Loan
Account"). Amounts in the Loan Account will be credited by the Company with a
fixed annual rate of return of 4% (6% in New York and Massachusetts) and will
not be affected by the investment performance of the Underlying Funds. When loan
repayments are made, the amount of the repayment will be deducted from the Loan
Account and will be reallocated based upon premium allocation percentages among
the Sub-Accounts applicable to the Contract (unless the Contract Owner states
otherwise). The Company will make the loan to the Contract Owner within seven
days after receipt of the written loan request.

An outstanding loan amount decreases Cash Surrender Value. If a loan is not
repaid, it permanently decreases the Cash Surrender Value, which could cause the
Contract to lapse (see "Lapse and Reinstatement" below). For example, if a
Contract has a Cash Surrender Value of $10,000, the Contract Owner may take a
loan of 90% or $9,000, leaving a new Cash Surrender Value of $1,000. In
addition, the Death Benefit actually payable would be decreased because of the
outstanding loan. Furthermore, even if the loan is repaid, the Death Benefit and
Cash Surrender Value may be permanently affected since the Contract Owner was
not credited with the investment experience of an Underlying Fund on the amount
in the Loan Account while the loan was outstanding. All or any part of a loan
secured by a Contract may be repaid while the Contract is still in effect.

LAPSE AND REINSTATEMENT

The Contract will remain in effect until the Cash Surrender Value of the
Contract is insufficient to cover the Monthly Deduction Amount. If such event
occurs, the Company will give written notice to the Contract Owner indicating
that if the amount shown in the notice (which will be sufficient to cover the
Deduction Amount due) is not paid within 61 days (the "Late Period"), the
Contract may lapse. The Contract will continue through the Late Period, but if
no payment is forthcoming, it will terminate at the end of the Late Period. If
the person insured under the Contract dies during the Late Period, the Death
Benefit payable under the Contract will be reduced by the Monthly Deduction
Amount due plus the amount of any outstanding contract loan. (See "Death
Benefit," page 10.)

15
<PAGE> 135

If the Contract lapses, the Contract Owner may reinstate the Contract upon
payment of the reinstatement premium (and any applicable charges) shown in the
Contract. A request for reinstatement may be made at any time within three years
of lapse. The Net Premium due upon reinstatement is at least one-quarter of the
Annual Minimum Premium, as shown in Appendices A and B, less any charges or
fees, calculated as of the Deduction Date next following receipt of premium by
the Company. The Cash Value of the Contract upon reinstatement will be equal to
the Net Premium. In addition, the Company reserves the right to require
satisfactory evidence of insurability.

EXCHANGE RIGHTS

Once the Contract is in effect, it may be exchanged at any time during the first
24 months after its issuance for a general account life insurance contract
issued by the Company (or an affiliated company) on the life of the Insured.
Benefits under the new life insurance contract will be as described in that
contract. No evidence of insurability will be required. The Contract Owner has
the right to select the same Death Benefit or Net Amount at Risk as the former
Contract. Cost of insurance rates will be based on the same risk classification
as those of the former Contract. Any outstanding contract loan must be repaid
before the Company will make an exchange. In addition, there may be an
adjustment for the difference in Cash Value between the two contracts.

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

Proceeds payable under the Contract will be paid in a lump sum, unless the
Contract Owner selects one of the Company's payment options. Payment of proceeds
which exceed the Death Benefit may be deferred for up to six months from the
date of the request for the payment. A combination of options may be used. The
minimum amount that may be placed under a payment option is $5,000 unless the
Company consents to a lesser amount. Proceeds applied under an option will no
longer be affected by the investment experience of the Underlying Funds.

The following payment options are available under the Contract:

OPTION 1 -- Payments of a Fixed Amount

OPTION 2 -- Payments for a Fixed Period

OPTION 3 -- Amounts Held at Interest

OPTION 4 -- Monthly Life Income

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

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

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

OPTION 8 -- Other Options

The Company will make any other arrangements for periodic payments as may be
agreed upon. If any periodic payment due any payee is less than $50.00, the
Company may make payments less often. If the Company has declared a higher rate
under an option at the date the first payment under an option is due, the
Company will base the payments on the higher rate.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

From time to time, Fund UL's Sub-Accounts may show the percentage change in the
value of an Accumulation Unit based on the performance of the Sub-Account over a
period of time, usually for the past one-, two-, three-, five-, and ten-year
periods determined by dividing the increase (decrease) in value for that unit by
the Accumulation Unit Value at the beginning of the period. Performance returns
reflect that prior to December 13, 1993, the charges assessed against the Sub-
Accounts were the Contract's guaranteed maximum mortality and expense risk
charge at an annual

16
<PAGE> 136

rate of 0.80% and the maximum administrative expense charge at an annual rate of
0.10% and that on December 13, 1993, the charges were reduced on a current basis
to 0.60% and 0.0%, respectively.

All Sub-Accounts of Fund UL except the Cash Income Trust Sub-Account invest in
Underlying Funds that were in existence prior to the date on which the
Underlying Fund became available under the Contract. Average annual rates of
return include periods prior to the inception of the Sub-Account and for those
SubAccounts are calculated by adjusting the actual returns of the Underlying
Funds to reflect the charges that would have been assessed under the
Sub-Accounts had the Underlying Fund been available under Fund UL during the
period shown.

The following performance information represents the percentage change in the
value of an Accumulation Unit of the Sub-Accounts for the periods indicated, and
reflects all expenses of the Underlying Funds, as well as Sub-Account charges of
0.90% prior to December 13, 1993 and 0.60% thereafter. The rates of return do
not reflect the 2.5% front-end sales charge or the 2.5% state premium tax charge
(both of which are deducted from premium payments) nor do they reflect surrender
charges or monthly deduction amounts. The surrender charges and monthly
deduction amounts for a hypothetical Insured are depicted in the Example
following the Rates of Returns. For information about the Charges and Deductions
assessed under the Contract, see page 6. For illustrations of how these charges
affect Cash Values and Death Benefits, see the Illustrations beginning on page
25.

AVERAGE ANNUAL RATES OF RETURN
(ASSUMING DEDUCTION OF CURRENT INVESTMENT OPTION CHARGES)
FOR PERIODS ENDED DECEMBER 31, 1995

<TABLE>
<CAPTION>
INVESTMENT OPTIONS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Capital Appreciation Fund............................. 37.28% 14.01% 18.14% 10.34%
Cash Income Trust..................................... 3.48% 2.31% 2.98% --
Managed Assets Trust.................................. 26.45% 10.06% 10.87% 11.78%
U.S. Government Securities Portfolio.................. 23.36% 7.78% -- --
Utilities Portfolio(2)................................ 28.05% -- -- --
Templeton Stock Fund.................................. 24.40% 16.99% 16.63% --
Templeton Asset Allocation Fund....................... 21.56% 13.48% 14.69% --
Templeton Bond Fund................................... 13.52% 5.74% 7.35% --
Fidelity's High Income Portfolio...................... 19.44% 11.65% 17.94% 10.52%
Fidelity's Equity-Income Portfolio.................... 34.52% 18.71% 20.35% --
Fidelity's Growth Portfolio........................... 35.08% 16.55% 19.97% --
Fidelity's Asset Manager Portfolio.................... 16.37% 9.12% 11.94% --
Dreyfus Stock Index Fund.............................. 35.59% 13.67% 15.05% --
Smith Barney Income and Growth Portfolio.............. 31.12% -- -- --
Alliance Growth Portfolio............................. 33.67% -- -- --
Smith Barney High Income Portfolio.................... 16.78% -- -- --
MFS Total Return Portfolio............................ 25.02% -- -- --
Smith Barney Total Return Portfolio................... 23.88% -- -- --
AIM Capital Appreciation Portfolio(2)................. (9.96%)
Travelers Zero Coupon Bond Fund Portfolios(3).........
</TABLE>

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

(1) These returns assume that the Policy's current mortality and expense risk
charge of 0.80% and administrative expense charge of 0.10% were deducted for
all periods. The Policy's

17
<PAGE> 137

guaranteed maximum charges are 0.80% for mortality and expense risks and
0.10% for administrative expenses.

(2) Figures shown reflect period from October 10, 1995 through December 31,
1995.

(3) One year's performance not available. Portfolios' dates of inception were
November 11, 1995.

EXAMPLE OF CONTRACT CHARGES
---------------------------------------------------------------------------

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

<TABLE>
<S> <C>
Male, Age 35 Face Amount: $100,000
Standard Non-Smoker Level Death Benefit Option
Annual Premium: $748.0 Current Charges
Hypothetical Gross Annual Investment Rate of Return: 8%(2)
</TABLE>

<TABLE>
<CAPTION>
SURRENDER CHARGES TOTAL MONTHLY DEDUCTION
----------------------------------------- SALES CHARGE FOR THE POLICY YEAR
ADMINI- COMPONENT ----------------------------
SALES STRATIVE OF SURRENDER COST OF
POLICY CUMULATIVE CHARGES CHARGE CHARGE AS % OF INSURANCE ADMINISTRATIVE
YEAR PREMIUMS COMPONENT COMPONENT CUM. PREM. CHARGES CHARGES
<S> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
1 $ 748.00 $88.20 $352.80 11.79% $ 154.00 $228
2 $ 1,496.00 $84.20 $336.80 5.63% $ 167.00 $228
3 $ 2,244.00 $80.40 $321.60 3.58% $ 178.00 $228
5 $ 3,740.00 $79.00 $316.00 2.11% $ 200.00 $ 0
10 $ 7,480.00 $53.20 $212.80 0.71% $ 275.00 $ 0
</TABLE>

- ---------------
(1) Hypothetical investment results shown above are illustrative only and should
not be deemed a representation of past or future investment results. Actual
investment results may be more or less than those shown.

Hypothetical investment results may be different from those shown if the
actual rates of return averaged 8%, but fluctuated above or below that
average for individual policy years.

No representations can be made that the hypothetical rates assumed can be
achieved for any one year or sustained over any period of time.

OTHER MATTERS
- --------------------------------------------------------------------------------

VOTING RIGHTS

In accordance with its view of present applicable law, the Company will vote the
shares of the Underlying Funds at regular and special meetings of the
shareholders of the Underlying Funds in accordance with instructions from
Contract Owners (or the contract beneficiaries, as the case may be) having a
voting interest in Fund UL. The Company will vote shares for which no
instructions have been given or shares which are not otherwise attributable to
Contract Owners in the same proportion as it votes shares for which it has
received instructions. If the Investment Company Act of 1940 or any rule
promulgated thereunder should be amended, however, or if the Company's present
interpretation should change and, as a result, the Company determines it is
permitted to vote the shares of the Underlying Funds in its own right, it may
elect to do so.

The voting interests of the Contract Owner (or the beneficiary) in the
Underlying Funds will be determined as follows: Contract Owners may cast one
vote for each $100 of Cash Value of the Contract allocated to the Sub-Account,
the assets of which are invested in the particular Underlying Fund on the record
date for the shareholder meeting for that Fund. Fractional votes are

18
<PAGE> 138

counted. If, however, a Contract Owner has taken a loan secured by the Contract,
amounts transferred from the Sub-Account(s) to the Loan Account in connection
with the loan will not be considered in determining the voting interests of the
Contract Owner.

Contract Owners should review the prospectuses for the Underlying Funds to
determine matters on which shareholders may vote and the definition of a
majority vote required on some matters.

DISREGARD OF VOTING INSTRUCTIONS

When permitted by state insurance regulatory authorities, the Company may
disregard voting instructions if the instructions require that the shares be
voted so as to cause a change in the investment objective or policies of Fund UL
or one of the Underlying Funds, or to approve or disapprove an investment
advisory contract of one of the Underlying Funds. In addition, the Company may
disregard voting instructions in favor of changes in the investment policies or
the investment adviser of any of the Underlying Funds which are initiated by a
Contract Owner if the Company reasonably disapproves of such changes. A change
would be disapproved only if the proposed change is contrary to state law or
prohibited by state regulatory authorities, or if the Company determines that
the change would have an adverse effect on its general account in that the
proposed investment policy for an Underlying Fund may result in overly
speculative or unsound investments. In the event that the Company does disregard
voting instructions, a summary of that action and the reasons for such action
will be included in the next annual report to Contract Owners.

STATEMENTS TO CONTRACT OWNERS

The Company will maintain all records relating to Fund UL and the Sub-Accounts.
At least once in each Contract Year, the Company will send to Contract Owners a
statement containing the following information: (1) the Stated Amount and the
Cash Value of the Contract (indicating the number of Accumulation Units credited
to the Contract in each SubAccount and the corresponding Accumulation Unit
Value); (2) the date and amount of each premium payment; (3) the date and amount
of each Monthly Deduction; (4) the amount of any outstanding contract loan as of
the date of the statement, and the amount of any loan interest charged on the
Loan Account; (5) the date and amount of any partial cash surrenders and the
amount of any surrender charges; (6) the annualized cost of any supplemental
benefits purchased under the Contract; and (7) a reconciliation since the last
report of any change in Cash Value and Cash Surrender Value. The Company will
also send any other reports required by any applicable state or federal laws or
regulations.

LIMIT ON RIGHT TO CONTEST

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

MISSTATEMENT AS TO SEX AND AGE

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

19
<PAGE> 139

SUSPENSION OF VALUATION

The Company reserves the right to suspend or postpone the date of any payment of
any benefit or values for any Valuation Period (1) when the New York Stock
Exchange is closed; (2) when trading on the Exchange is restricted; (3) when an
emergency exists as determined by the Securities and Exchange Commission so that
disposal of the securities held in the Sub-Accounts is not reasonably
practicable or it is not reasonably practicable to determine the value of the
Sub-Account's net assets; or (4) during any other period when the Securities and
Exchange Commission, by order, so permits for the protection of security
holders.

BENEFICIARY

The Applicant names the beneficiary in the application for the Contract. The
Contract Owner may change the beneficiary (unless irrevocably named) during the
Insured's lifetime by sending a written request to the Company. If no
beneficiary is living when the Insured dies, the Death Benefit will be paid to
the Contract Owner, if living; otherwise, the Death Benefit will be paid to the
Contract Owner's estate.

ASSIGNMENT

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

DIVIDENDS

No dividends will be paid under the Contract.

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

GENERAL

Potential purchasers should understand that tax laws can change, even at times
with respect to policies of insurance that have already been issued. Legislative
proposals have been introduced in Congress in recent years that would have
altered some of the tax consequences described below to generally less favorable
results. It is to be expected that such legislative proposals will again come
before Congress from time to time. Previous proposals have generally had
prospective effects as to contracts first issued after a current date, but some
would have had retroactive effect on previously issued policies or on new
voluntary transactions in previously issued policies.

INVESTOR CONTROL

In certain circumstances, owners of variable life insurance contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate accounts used to support their contract. In those circumstances, income
and gains from the separate account assets would be includable in the variable
contract owner's gross income. The IRS has stated in published rulings that a
variable contract owner will be considered the owner of separate account assets
if the contract owner possesses incidents of ownership in those assets, such as
the ability to exercise investment control over the assets. The Treasury has
also announced, in connection with the issuance of regulations concerning
diversification, that those regulations "do not provide guidance concerning the
circumstances in which investor control of the investments of a segregated asset
account may cause the investor (i.e., the Policy Owner), rather than the
insurance company, to be treated as the owner of the assets in the account."
This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders

20
<PAGE> 140

may direct their investments to particular Sub-Accounts without being treated as
owners of the underlying assets." As of the date of this prospectus, no such
guidance has been issued.

The ownership rights under the Policy are similar to, but different in certain
respects from, those described by the IRS in rulings in which it determined that
the owners were not owners of separate account assets. For example, a Policy
Owner of this Policy has additional flexibility in allocating payments and cash
values. These differences could result in the Policy Owner being treated as the
owner of the assets of Fund UL. In addition, the Company does not know what
standard will be set forth in the regulations or rulings which the Treasury is
expected to issue, nor does the Company know if such guidance will be issued.
The Company therefore reserves the right to modify the Policy as necessary to
attempt to prevent the Policy Owner from being considered the owner of a pro
rata share of the assets of Fund UL.

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

TAXATION OF THE COMPANY

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

TAX CONSEQUENCES OF LIFE INSURANCE CONTRACTS

Death Benefit payments made under life insurance contracts are generally
excludable from the gross income of the beneficiary under federal and state tax
law unless the contract was sold or transferred for a valuable consideration. A
gift of the ownership of the Contract will not make the death proceeds
includable in the gross income of the beneficiary. The Death Benefit of a
corporate-owned life insurance policy may be includable in part in the gross
income of the corporation under certain applications of the alternative minimum
tax law.

No part of the investment growth in any cash value life insurance contract is
generally includable in the gross income of the Contract Owner unless the policy
matures, or is surrendered, or otherwise terminates with income in the Contract
before death, or unless the Contract is partially surrendered for an amount in
excess of the adjusted cost basis of the policy. During the first fifteen years
of contract duration, the "cost-recovery-first" rule for the taxation of partial
surrenders and certain other transactions that reduce future benefits may be
reversed to an income-first rule under the federal tax law. This will occur only
in the case of substantially funded contracts where the reduced contract Death
Benefit amount compared to the original premiums as actuarially adjusted would
not meet the federal tax definition of life insurance. The Company anticipates
that most partial surrenders will not be taxed in this manner, but rather that
the traditional cost-recovery-first tax rule will apply.

Any loan received under the Contract will be treated as indebtedness of the
Contract Owner and no part of the loan under current law will constitute income
to the Contract Owner. A loan outstanding at the time of maturity, surrender or
other termination of the Contract will be considered a distribution at that
point and will be includable in income to the extent of income in the Contract.

The proceeds of life insurance owned by a decedent are generally includable in
the gross estate of a decedent unless all incidents of ownership in the Contract
were given away more than three years prior to death. This is true regardless of
who receives the proceeds of the Contract. The federal estate tax law does not
require a tax to be paid unless the taxable estate including insurance proceeds
exceeds $600,000 for deaths occurring in 1987 or later. Proceeds of insurance
and other property received by the surviving spouse of a decedent are fully
deductible under federal estate tax law. State and local estate or inheritance
taxes vary greatly in their application to

21
<PAGE> 141

insurance proceeds. The proceeds of insurance contracts are exempt from state
death taxes in a number of states which otherwise impose such taxes. A number of
other states impose no broad-based death taxes. Other states follow the federal
rule.

If ownership of a contract is given away, the value of the gift for federal,
state or local gift tax purposes approximates the Cash Value of the Contract at
the point of gift. The federal threshold for gift taxes is the same as for
estate taxes. There will be no tax due before accumulated taxable gifts made
since 1976 exceed $600,000.

TAX CONSEQUENCES OF MODIFIED ENDOWMENT CONTRACTS

A Contract Owner can purchase a contract which is a modified endowment contract,
or which becomes a modified endowment contract at a later point in its duration.
The tax consequences of such contracts differ in several respects from those
described above under "Tax Consequences of Life Insurance Contracts."

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

A contract fails to satisfy the 7-pay test if the cumulative amount of premiums
paid under the contract at any time during the first seven contract years
exceeds the sum of the net level premiums that would have been paid on or before
such time had the contract provided for paid-up future benefits after the
payment of seven level annual premiums. If a material change in the contract
occurs either during the first seven contract years, or later, a new seven-year
testing period is begun. Tax regulations or other guidance will be needed to
fully define those transactions which are material changes. The Company has
established safeguards for monitoring whether a Contract issued after September
13, 1993 may become a modified endowment contract, but does not yet have
complete procedures in place for monitoring Contracts issued before that date.

A modified endowment contract has income-first taxation of all loans, pledges,
collateral assignments or partial surrenders to the extent of income in the
contract. An additional income tax of 10% may apply to taxable distributions or
deemed taxable distributions prior to the Contract Owner attaining age 59 1/2,
with certain exceptions.

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

DISTRIBUTION OF THE 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 representatives who are registered
representatives of the Company or certain other registered broker-dealers. Each
broker-dealer is registered with the Securities and Exchange Commission under
the Securities Exchange Act of 1934 and all are members of the National
Association of Securities Dealers, Inc. Any sales representative or employee
will have been qualified to sell

22
<PAGE> 142

variable life insurance contracts under applicable federal and state laws. The
maximum commission payable by the Company for distribution is 50% of annual
minimum premium.

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

DIRECTORS OF THE TRAVELERS INSURANCE COMPANY

<TABLE>
<CAPTION>
DIRECTOR
NAME AND POSITION SINCE PRINCIPAL BUSINESS
- ------------------------ -------- ------------------------------------------------------------------------------
<S> <C> <C>
Michael A. Carpenter 1995 Chairman (since January 1995), President and Chief Executive Officer of The
Director Travelers Insurance Company since June 1995; President and Chief Executive
Officer of The Travelers Insurance Company; Executive Vice President of
Travelers Group Inc. since January 1995; Chairman, President and Chief
Executive Officer (1989-1994), Kidder Peabody Group Inc.
Robert I. Lipp 1994 Chairman, President and Chief Executive Officer since April 1996 of
Director Travelers/Aetna Property Casualty Corp.; Chief Executive Officer and Director
of The Travelers Insurance Group Inc. since December 1993; Vice Chairman and
Director of Travelers Group Inc. since 1991; Chairman and Chief Executive
Officer of Commercial Credit Company (1991-1993); Executive Vice President
(1986-1991), Primerica Corporation.
Jay S. Fishman 1994 Director, Vice Chairman and Chief Administrative Officer since April 1996 of
Director Travelers/Aetna Property Casualty Corp.; Director and Vice Chairman of The
Travelers Insurance Group, Inc.; Senior Vice President since 1991 and
Treasurer (1991-1994) of Travelers Group Inc.; Executive Vice President and
Chief Financial Officer (1989-1991), Consumer Services Group, Commercial
Credit Company.
Charles O. Prince* 1994 Director, Vice President and Secretary since April 1996 of Travelers/Aetna
Director Property Casualty Corp.; Executive Vice President (1995), Senior Vice
President and General Counsel and Secretary of Travelers Group Inc. since
1985.
Marc P. Weill 1994 Senior Vice President-Investments since December 1993 and Chief Investment
Director Officer since 1995 of The Travelers Insurance Group Inc.; Senior Vice
President and Chief Investment Officer of Travelers Group Inc.; Vice President
(1990-1992), Primerica Corporation; Vice President (1989-1990), Smith Barney
Inc.
Irwin R. Ettinger* 1994 Executive Vice President (1995) Senior Vice president (1987-1995)and Chief
Director Accounting Officer (1990-present) of Travelers Group Inc.
Donald T. DeCarlo 1995 General Counsel and Secretary since October, 1994 of The Travelers Insurance
Director Company; Deputy General Counsel since June 1989 of Travelers Group Inc.;
Executive Vice President since August 1987 of Gulf Insurance Group.
</TABLE>

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

* Principal business address: Travelers Group Inc., 388 Greenwich Street, New
York, New York.

SENIOR OFFICERS OF THE TRAVELERS INSURANCE COMPANY

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

23
<PAGE> 143

<TABLE>
<CAPTION>
NAME POSITION WITH INSURANCE COMPANY
- ---------------------- -----------------------------------------
<S> <C>
Ian R. Stuart Vice President, Chief Financial Officer,
Chief Accounting Officer and Controller
William H. White Vice President and Treasurer
</TABLE>

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

* Principal business address: Smith Barney Inc., 388
Greenwich Street, New York, New York.

Information relating to the management of the Underlying Funds is contained in
the Underlying Fund prospectuses.

LEGAL PROCEEDINGS AND OPINION
- --------------------------------------------------------------------------------

There are no pending material legal proceedings affecting the Contract, Fund UL
or any of the Underlying Funds. Legal matters in connection with federal laws
and regulations affecting the issue and sale of the variable universal life
insurance contract described in this Prospectus and the organization of the
Company, its authority to issue the Contract under Connecticut law and the
validity of the forms of the Contract under Connecticut law have been passed on
by the General Counsel of the Life and Annuities Division of the Company.

INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

Coopers & Lybrand L.L.P., Independent Accountants, 100 Pearl Street, Hartford,
Connecticut, are the independent auditors for Fund UL. The services provided to
Fund UL include primarily the examination of Fund UL's financial statements. The
financial statements have been audited by Coopers & Lybrand L.L.P., as indicated
in their report thereon, and are included herein in reliance upon the authority
of said firm as experts in accounting and auditing.

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

REGISTRATION STATEMENT
- --------------------------------------------------------------------------------

24
<PAGE> 144

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

The following pages are intended to illustrate how the Account Value, Cash
Surrender Value and Death Benefit can change over time for Contracts issued to a
25 year old male and a 45 year old male. The difference between the Account
Value and the Cash Surrender Value in these illustrations represents the
Surrender Charge that would be incurred upon a full surrender of the Contract.

For each issue age (25 and 45), there are two pages of values. One page
illustrates the assumption that the maximum Guaranteed Cost of Insurance Rates,
mortality and expense risk charge, and administrative expense charge allowable
under the Contract are charged in all years. The other page illustrates the
assumption that the current scale of Cost of Insurance Rates and other charges
are charged in all years. The Cost of Insurance Rates charged vary by age, sex
and underwriting classification, and the monthly administrative charge varies by
age and amount of insurance. The illustrations reflect a deduction of 5% from
each annual premium for premium tax (2.5%) and front end sales charge (2.5%).

The values shown in these illustrations vary according to the assumptions used
for expense charges, credited interest and mortality charges. Interest is
assumed to be credited to the Account Value at the net investment rate of
return, which is equal to the hypothetical gross investment rate of return (0%,
6% or 12%) minus either 1.74% for guaranteed charges, or 1.44% for current
charges. The 1.74% guaranteed charge consists of 0.80% for mortality and expense
risks, 0.10% for administrative expenses, and 0.71% for Underlying Fund
expenses. The 1.44% current charge consists of 0.60% for mortality and expense
risks, and 0.71% for Underlying Fund expenses.

The charge for Underlying Fund expenses for all illustrations is an average of
the investment advisory fees and other expenses charged by all of the Underlying
Funds. The Underlying Fund expenses for some of the Underlying Funds reflect an
expense reimbursement agreement currently in effect. For the year ended December
31, 1995, these reimbursement agreements affected the total operating expenses
of the Underlying Funds as follows:

1. The Company has agreed to reimburse Capital Appreciation Fund (CAF), Cash
Income Trust (CIT), High Yield Bond Trust (HYBT), Managed Assets Trust (MAT),
the U.S. Government Securities Portfolio (USGSP) and the Utilities Portfolio
(UP), for the amount by which each fund's aggregate annual expenses, including
investment advisory fees, but excluding brokerage commissions, interest charges
and taxes, exceed 1.25%. In the absence of the reimbursement agreement with the
Company, the operating expenses charged to CIT, HYBT and UP in 1995 would have
been 7.37%, 0.78% and 0.62%, (annualized) respectively. The expense
reimbursement agreement did not affect the operating expenses of CAF, MAT or
USGSP during 1995.

2. The administrator and investment adviser for the Dreyfus Stock Index Fund
have agreed to reimburse the Fund for expenses in excess of 0.40%. In the
absence of the reimbursement agreement, such expenses would have been .42% in
1995.

3. No reimbursement arrangements were in effect for the Templeton Stock, Bond
and Asset Allocation Funds during 1995.

4. No reimbursement arrangement affected Fidelity's Equity Income Portfolio and
Growth Portfolio during 1995. However, without an expense reimbursement
arrangement Other Expenses would have been: High Income Portfolio 0.71% and
Asset Manager Portfolio, 0.81%.

If such fees were not waived and expenses were not reimbursed, Total Underlying
Expenses for the Smith Barney/Travelers Series Fund Portfolios would have been:
Smith Barney Income and Growth Portfolio, 0.94%; Alliance Growth Portfolio,
0.97%; Smith Barney High Income Portfolio, 1.07%; MFS Total Return Portfolio,
1.06%. There were no fees waived and no expenses for the Smith Barney Series
Fund Total Return Portfolio.

25
<PAGE> 145

Although these reimbursement arrangements are expected to continue in subsequent
years, the effect of discontinuance could be higher expenses charged to Contract
Owners.

The illustrations also assume that premiums are paid as indicated, no contract
loans are made, no increases or decreases to the Stated Amount are requested, no
partial surrenders are made, and no charges for transfers between funds are
incurred.

26
<PAGE> 146

INVEST
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH CURRENT CHARGES**
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Male, Issue Age 25 Face Amount: $150,000
Preferred, Non-Smoker Annual Premium: $774.38

<CAPTION>
TOTAL
PREMIUMS
WITH 5% DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6% 12%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
1 813 150,000 150,000 150,000 245 273 301 0 0 0
2 1,667 150,000 150,000 150,000 485 557 633 40 108 180
3 2,563 150,000 150,000 150,000 723 855 1,000 311 435 571
4 3,505 150,000 150,000 150,000 1,242 1,461 1,710 843 1,049 1,283
5 4,493 150,000 150,000 150,000 1,754 2,094 2,494 1,371 1,691 2,067
6 5,531 150,000 150,000 150,000 2,260 2,757 3,361 1,893 2,361 2,928
7 6,620 150,000 150,000 150,000 2,759 3,451 4,320 2,409 3,059 3,903
8 7,764 150,000 150,000 150,000 3,248 4,174 5,378 2,915 3,804 5,008
9 8,966 150,000 150,000 150,000 3,727 4,926 6,543 3,410 4,601 6,218
10 10,227 150,000 150,000 150,000 4,190 5,704 7,823 3,911 5,425 7,544
15 17,546 150,000 150,000 150,000 6,202 9,944 16,334 6,202 9,944 16,334
20 26,886 150,000 150,000 150,000 7,582 14,728 29,895 7,582 14,728 29,895
25 38,807 150,000 150,000 150,000 8,158 20,013 51,811 8,158 20,013 51,811
30 54,021 150,000 150,000 150,000 7,689 25,707 87,864 7,689 25,707 87,864
35 73,439 150,000 150,000 197,962 5,706 31,540 147,733 5,706 31,540 147,733
40 98,222 150,000 150,000 299,325 813 36,444 245,348 813 36,444 245,348
</TABLE>

** Current cost of insurance charges, mortality and expense risk charge, monthly
administrative charge and administrative expense charge.

27
<PAGE> 147

INVEST
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH CURRENT CHARGES**

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Male, Issue Age 25 Face Amount: $150,000
Preferred, Non-Smoker Annual Premium: $774.38
</TABLE>

<TABLE>
<CAPTION>
TOTAL
PREMIUMS DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
WITH 5% ------------------------------- ---------------------------- ----------------------------
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6% 12%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
1 813 150,000 150,000 150,000 180 206 232 0 0 0
2 1,667 150,000 150,000 150,000 361 425 493 0 0 48
3 2,563 150,000 150,000 150,000 543 657 783 141 249 367
4 3,505 150,000 150,000 150,000 1,007 1,194 1,408 623 798 1,000
5 4,493 150,000 150,000 150,000 1,463 1,753 2,095 1,098 1,370 1,692
6 5,531 150,000 150,000 150,000 1,907 2,332 2,848 1,562 1,961 2,446
7 6,620 150,000 150,000 150,000 2,337 2,929 3,672 2,012 2,569 3,267
8 7,764 150,000 150,000 150,000 2,752 3,543 4,572 2,449 3,192 4,202
9 8,966 150,000 150,000 150,000 3,148 4,172 5,552 2,866 3,847 5,227
10 10,227 150,000 150,000 150,000 3,525 4,815 6,620 3,267 4,536 6,341
15 17,546 150,000 150,000 150,000 5,005 8,138 13,498 5,005 8,138 13,498
20 26,886 150,000 150,000 150,000 5,534 11,342 23,800 5,534 11,342 23,800
25 38,807 150,000 150,000 150,000 4,751 13,973 39,470 4,751 13,973 39,470
30 54,021 150,000 150,000 150,000 1,960 15,149 63,852 1,960 15,149 63,852
35 73,439 0* 150,000 150,000 0* 13,047 103,109 0* 13,047 103,109
40 98,222 0* 150,000 204,981 0* 4,415 168,018 0* 4,415 168,018
</TABLE>

* Insufficient cash value would be developed to continue the contract without
additional premium payments.

** Guaranteed cost of insurance charges, mortality and expense risk charge,
monthly administrative charge and administrative expense charge.

28
<PAGE> 148

INVEST
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH CURRENT CHARGES**
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Male, Issue Age 45 Face Amount: $150,000
Preferred, Non-Smoker Annual Premium: $1,895.63

<CAPTION>
TOTAL
PREMIUMS
WITH 5% DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6% 12%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
1 1,990 150,000 150,000 150,000 887 965 1,043 0 0 0
2 4,080 150,000 150,000 150,000 1,732 1,943 2,166 659 857 1,067
3 6,275 150,000 150,000 150,000 2,532 2,933 3,371 1,519 1,896 2,308
4 8,579 150,000 150,000 150,000 3,721 4,381 5,131 2,743 3,364 4,069
5 10,998 150,000 150,000 150,000 4,853 5,856 7,036 3,915 4,858 5,967
6 13,539 150,000 150,000 150,000 5,938 7,366 9,111 5,043 6,386 8,026
7 16,206 150,000 150,000 150,000 6,971 8,910 11,371 6,122 7,945 10,372
8 19,007 150,000 150,000 150,000 7,950 10,487 13,835 7,151 9,596 12,944
9 21,947 150,000 150,000 150,000 8,871 12,094 16,521 8,123 11,309 15,736
10 25,035 150,000 150,000 150,000 9,717 13,716 19,440 9,040 13,039 18,763
15 42,950 150,000 150,000 150,000 12,917 22,211 38,736 12,917 22,211 38,736
20 65,815 150,000 150,000 150,000 13,274 30,409 69,216 13,274 30,409 69,216
</TABLE>

** Current cost of insurance charges, mortality and expense risk charge, monthly
administrative charge and administrative expense charge.

29
<PAGE> 149

INVEST
FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY
LEVEL DEATH BENEFIT OPTION
ILLUSTRATED WITH GUARANTEED CHARGES**
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Male, Issue Age 45 Face Amount: $150,000
Preferred, Non Smoker Annual Premium: $1,895.63

<CAPTION>
TOTAL
PREMIUMS
WITH 5% DEATH BENEFIT CASH VALUE CASH SURRENDER VALUE
YEAR INTEREST 0% 6% 12% 0% 6% 12% 0% 6% 12%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
1 1,990 150,000 150,000 150,000 647 717 788 0 0 0
2 4,080 150,000 150,000 150,000 1,229 1,410 1,600 186 356 535
3 6,275 150,000 150,000 150,000 1,745 2,074 2,436 779 1,089 1,429
4 8,579 150,000 150,000 150,000 2,620 3,148 3,751 1,708 2,205 2,771
5 10,998 150,000 150,000 150,000 3,416 4,201 5,134 2,565 3,302 4,179
6 13,539 150,000 150,000 150,000 4,125 5,227 6,586 3,339 4,375 5,652
7 16,206 150,000 150,000 150,000 4,738 6,211 8,103 4,023 5,408 7,186
8 19,007 150,000 150,000 150,000 5,244 7,143 9,683 4,607 6,392 8,792
9 21,947 150,000 150,000 150,000 5,631 8,006 11,321 5,077 7,310 10,536
10 25,035 150,000 150,000 150,000 5,889 8,787 13,015 5,428 8,152 12,338
15 42,950 150,000 150,000 150,000 4,941 10,977 22,330 4,941 10,977 22,330
20 65,815 0* 150,000 150,000 0* 8,060 32,678 0* 8,060 32,678
</TABLE>

* Insufficient cash value would be developed to continue the contract without
additional premium payments.

** Guaranteed cost of insurance charges, mortality and expense risk charge,
monthly administrative charge and administrative expense charge.

30
<PAGE> 150

APPENDIX A
ANNUAL MINIMUM PREMIUMS
(PER THOUSAND OF STATED AMOUNT)
<TABLE>
<CAPTION>
AGE MALE FEMALE
- --- ----- ------
<S> <C> <C>
0 2.80 2.42
1 2.69 2.47
2 2.59 2.48
3 2.58 2.47
4 2.58 2.47
5 2.58 2.47
6 2.58 2.47
7 2.60 2.49
8 2.62 2.52
9 2.66 2.56
10 2.72 2.62
11 2.80 2.68
12 2.89 2.76
13 3.01 2.84
14 3.13 2.94
15 3.25 3.04
16 3.38 3.16
17 3.51 3.28
18 3.62 3.40
19 3.72 3.47
20 3.81 3.53
21 3.90 3.60
22 3.98 3.67
23 4.05 3.73
24 4.08 3.71
25 4.13 3.76
26 4.30 3.93
27 4.45 4.09
28 4.61 4.26
29 4.76 4.41
30 4.92 4.60
31 5.12 4.80
32 5.32 5.02
33 5.52 5.22
34 5.74 5.46
35 5.98 5.71
36 6.33 6.01
37 6.66 6.31
38 7.01 6.64
39 7.34 6.97
40 7.69 7.34
41 8.17 7.75
42 8.66 8.18
43 9.14 8.62
44 9.63 9.11
45 10.11 9.59
46 10.79 10.13
47 11.47 10.70

<CAPTION>
AGE MALE FEMALE
- --- ----- ------
<S> <C> <C>
48 12.15 11.29
49 12.83 11.89
50 13.51 12.51
51 14.42 13.18
52 15.34 13.86
53 16.24 14.53
54 17.16 15.29
55 18.07 16.10
56 19.43 17.11
57 20.79 18.20
58 22.16 19.35
59 23.52 20.51
60 24.88 21.68
61 27.11 22.98
62 29.34 24.27
63 31.57 25.59
64 33.80 27.01
65 36.03 28.57
66 38.86 30.12
67 41.70 31.63
68 44.52 33.29
69 47.36 35.39
70 49.76 37.75
71 54.39 40.67
72 59.04 44.16
73 63.71 48.15
74 68.41 52.54
75 72.60 57.27
76 80.21 62.20
77 87.34 67.37
78 94.52 73.00
79 101.76 79.30
80 109.06 86.49
81 120.34 94.56
82 131.76 103.39
83 143.32 112.96
84 155.03 123.28
85 166.88 138.49
86 170.39 149.27
87 177.17 159.84
88 191.28 171.55
89 208.18 185.73
90 241.15 203.75
91 254.21 225.63
92 282.60 250.53
93 314.35 278.47
94 349.51 309.50
</TABLE>

31
<PAGE> 151

APPENDIX B
PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE
(FIRST YEAR)
<TABLE>
<CAPTION>
STATED AMOUNT
------------------------------------
$75,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- ----- -------- -------- ----------
<S> <C> <C> <C>
0 2.04 1.84 1.63
1 2.04 1.84 1.63
2 2.04 1.84 1.63
3 2.04 1.84 1.63
4 2.04 1.84 1.63
5 2.19 1.97 1.75
6 2.19 1.97 1.75
7 2.21 1.99 1.77
8 2.23 2.01 1.78
9 2.26 2.03 1.81
10 2.39 2.15 1.91
11 2.46 2.21 1.97
12 2.54 2.29 2.03
13 2.65 2.39 2.12
14 2.75 2.48 2.20
15 2.76 2.48 2.21
16 2.77 2.49 2.22
17 2.79 2.51 2.23
18 2.82 2.54 2.26
19 2.90 2.61 2.32
20 2.86 2.57 2.29
21 2.93 2.64 2.34
22 2.99 2.69 2.39
23 3.04 2.74 2.43
24 3.06 2.75 2.45
25 3.08 2.77 2.46
26 3.14 2.83 2.51
27 3.25 2.93 2.60
28 3.37 3.03 2.70
29 3.47 3.12 2.78
30 3.49 3.14 2.79
31 3.64 3.28 2.91
32 3.78 3.40 3.02

<CAPTION>
STATED AMOUNT
------------------------------------
$75,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- ----- -------- -------- ----------
<S> <C> <C> <C>
33 3.92 3.53 3.14
34 4.08 3.67 3.26
35 4.19 3.77 3.35
36 4.43 3.99 3.54
37 4.66 4.19 3.73
38 4.91 4.42 3.93
39 5.14 4.63 4.11
40 5.69 5.12 4.55
41 6.05 5.45 4.84
42 6.41 5.77 5.13
43 6.76 6.08 5.41
44 7.13 6.42 5.70
45 7.18 6.46 5.74
46 7.66 6.89 6.13
47 8.14 7.33 6.51
48 8.63 7.77 6.90
49 9.11 8.20 7.29
50 10.00 9.00 8.00
51 10.67 9.60 8.54
52 11.35 10.22 9.08
53 12.02 10.82 9.62
54 12.70 11.43 10.16
55 13.01 11.71 10.41
56 13.99 12.59 11.19
57 14.97 13.47 11.98
58 15.96 14.36 12.77
59 16.93 15.24 13.54
60 17.91 16.12 14.33
61 19.52 17.57 15.62
62 21.12 19.01 16.90
63 22.73 20.46 18.18
64 24.34 21.91 19.47
65+ 25.40 22.86 20.32
</TABLE>

32
<PAGE> 152

APPENDIX B(1)
PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE
SALES CHARGE COMPONENT*
(FIRST YEAR)
<TABLE>
<CAPTION>
STATED AMOUNT
------------------------------------
$75,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- ----- -------- -------- ----------
<S> <C> <C> <C>
0 0.41 0.37 0.33
1 0.41 0.37 0.33
2 0.41 0.37 0.33
30. 41 0.37 0.33
4 0.41 0.37 0.33
5 0.44 0.39 0.35
6 0.44 0.39 0.35
7 0.44 0.40 0.35
8 0.45 0.40 0.36
9 0.45 0.41 0.36
10 0.48 0.43 0.38
11 0.49 0.44 0.39
12 0.51 0.46 0.41
13 0.53 0.48 0.42
14 0.55 0.50 0.44
15 0.55 0.50 0.44
16 0.55 0.50 0.44
17 0.56 0.50 0.45
18 0.56 0.51 0.45
19 0.58 0.52 0.46
20 0.57 0.51 0.46
21 0.59 0.53 0.47
22 0.60 0.54 0.48
23 0.61 0.55 0.49
24 0.61 0.55 0.49
25 0.62 0.54 0.48
26 0.63 0.57 0.50
27 0.65 0.59 0.52
28 0.67 0.61 0.54
29 0.69 0.62 0.56
30 0.70 0.63 0.56
31 0.73 0.66 0.58
32 0.76 0.68 0.60

<CAPTION>
STATED AMOUNT
------------------------------------
$75,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- ----- -------- -------- ----------
<S> <C> <C> <C>
33 0.78 0.71 0.63
34 0.82 0.73 0.65
35 0.84 0.75 0.67
36 0.89 0.80 0.71
37 0.93 0.84 0.75
38 0.98 0.88 0.79
39 1.03 0.93 0.82
40 1.14 1.02 0.91
41 1.21 1.09 0.97
42 1.28 1.15 1.03
43 1.35 1.22 1.08
44 1.43 1.28 1.14
45 1.44 1.29 1.15
46 1.53 1.38 1.23
47 1.63 1.47 1.30
48 1.73 1.55 1.38
49 1.82 1.64 1.46
50 2.00 1.80 1.60
51 2.13 1.92 1.71
52 2.27 2.04 1.82
53 2.40 2.16 1.92
54 2.54 2.29 2.03
55 2.60 2.34 2.08
56 2.80 2.52 2.24
57 2.99 2.69 2.40
58 3.19 2.87 2.55
59 3.39 3.05 2.71
60 3.58 3.22 2.87
61 3.90 3.51 3.12
62 4.22 3.80 3.38
63 4.55 4.09 3.64
64 4.87 4.38 3.89
65+ 5.08 4.57 4.06
</TABLE>

* This is the sales charge portion of the Per Thousand of Stated Amount
Surrender Charge. It equals 20% of the charge shown in Appendix B. It
decreases 10% each year over the 10 year period.

33
<PAGE> 153

APPENDIX B(2)
PER THOUSAND OF STATED AMOUNT SURRENDER CHARGE
ADMINISTRATIVE CHARGE COMPONENT*
(FIRST YEAR)
<TABLE>
<CAPTION>
STATED AMOUNT
------------------------------------
$75,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- ----- -------- -------- ----------
<S> <C> <C> <C>
0 1.63 1.47 1.30
1 1.63 1.47 1.30
2 1.63 1.47 1.30
3 1.63 1.47 1.30
4 1.63 1.47 1.30
5 1.75 1.58 1.40
6 1.75 1.58 1.40
7 1.77 1.59 1.42
8 1.78 1.61 1.42
9 1.81 1.62 1.45
10 1.91 1.72 1.53
11 1.97 1.77 1.58
12 2.03 1.83 1.62
13 2.12 1.91 1.70
14 2.20 1.98 1.76
15 2.21 1.98 1.77
16 2.22 1.99 1.78
17 2.23 2.01 1.78
18 2.26 2.03 1.81
19 2.32 2.09 1.86
20 2.29 2.06 1.83
21 2.34 2.11 1.87
22 2.39 2.15 1.91
23 2.43 2.19 1.94
24 2.45 2.20 1.96
25 2.46 2.17 1.93
26 2.51 2.26 2.01
27 2.60 2.34 2.08
28 2.70 2.42 2.16
29 2.78 2.50 2.22
30 2.79 2.51 2.23
31 2.91 2.62 2.33
32 3.02 2.72 2.42
33 3.14 2.82 2.51
34 3.26 2.94 2.61
35 3.35 3.02 2.68
36 3.54 3.19 2.83

<CAPTION>
STATED AMOUNT
------------------------------------
$75,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- ----- -------- -------- ----------
<S> <C> <C> <C>
37 3.73 3.35 2.98
38 3.93 3.54 3.14
39 4.11 3.70 3.29
40 4.55 4.10 3.64
41 4.84 4.36 3.87
42 5.13 4.62 4.10
43 5.41 4.86 4.33
44 5.70 5.14 4.56
45 5.74 5.17 4.59
46 6.13 5.51 4.90
47 6.51 5.86 5.21
48 6.90 6.22 5.52
49 7.29 6.56 5.83
50 8.00 7.20 6.40
51 8.54 7.68 6.83
52 9.08 8.18 7.26
53 9.62 8.66 7.70
54 10.16 9.14 8.13
55 10.41 9.37 8.33
56 11.19 10.07 8.95
57 11.98 10.78 9.58
58 12.77 11.49 10.22
59 13.54 12.19 10.83
60 14.33 12.90 11.46
61 15.62 14.06 12.50
62 16.90 15.21 13.52
63 18.18 16.37 14.54
64 19.47 17.53 15.58
65+ 20.32 18.29 16.26
</TABLE>

* This is the administrative portion of the Per Thousand of Stated Amount
Surrender Charge. It equals 80% of the charge shown in Appendix B.

34
<PAGE> 154

APPENDIX C
MONTHLY ADMINISTRATIVE CHARGE
(PER THOUSAND OF STATED AMOUNT)
APPLICABLE FOR THREE YEARS FOLLOWING ISSUE OR INCREASE
<TABLE>
<CAPTION>
STATED AMOUNT
------------------------------------
$75,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- ----- -------- -------- ----------
<S> <C> <C> <C>
0 0.16 0.08 0.00
1 0.16 0.08 0.00
2 0.16 0.08 0.00
3 0.16 0.08 0.00
4 0.16 0.08 0.00
5 0.16 0.08 0.00
6 0.16 0.08 0.00
7 0.16 0.08 0.00
8 0.16 0.08 0.00
9 0.16 0.08 0.00
10 0.16 0.08 0.00
11 0.16 0.08 0.00
12 0.16 0.08 0.00
13 0.16 0.08 0.00
14 0.16 0.08 0.00
15 0.16 0.08 0.00
16 0.16 0.08 0.00
17 0.16 0.08 0.00
18 0.16 0.08 0.00
19 0.16 0.08 0.00
20 0.16 0.08 0.00
21 0.16 0.08 0.00
22 0.16 0.08 0.00
23 0.16 0.08 0.00
24 0.16 0.08 0.00
25 0.16 0.08 0.00
26 0.16 0.09 0.00
27 0.17 0.09 0.00
28 0.17 0.09 0.00
29 0.18 0.09 0.00
30 0.18 0.09 0.00
31 0.18 0.09 0.00
32 0.18 0.09 0.00

<CAPTION>
STATED AMOUNT
------------------------------------
$75,000 $500,000 $1,000,000
ISSUE TO TO AND
AGE $499,999 $999,999 ABOVE
- ----- -------- -------- ----------
<S> <C> <C> <C>
33 0.19 0.09 0.00
34 0.19 0.09 0.00
35 0.19 0.09 0.00
36 0.20 0.09 0.00
37 0.21 0.10 0.00
38 0.22 0.10 0.00
39 0.23 0.10 0.00
40 0.23 0.10 0.00
41 0.24 0.10 0.00
42 0.24 0.10 0.00
43 0.24 0.10 0.00
44 0.24 0.10 0.00
45 0.24 0.10 0.00
46 0.25 0.11 0.00
47 0.26 0.11 0.00
48 0.27 0.11 0.00
49 0.28 0.11 0.00
50 0.29 0.15 0.00
51 0.30 0.15 0.00
52 0.32 0.15 0.00
53 0.33 0.15 0.00
54 0.34 0.15 0.00
55 0.35 0.15 0.00
56 0.35 0.15 0.00
57 0.35 0.15 0.00
58 0.36 0.15 0.00
59 0.36 0.15 0.00
60 0.36 0.15 0.00
61 0.38 0.15 0.00
62 0.38 0.15 0.00
63 0.38 0.15 0.00
64 0.39 0.15 0.00
65+ 0.39 0.15 0.00
</TABLE>

35
<PAGE> 155
THE TRAVELERS FUND UL
FOR VARIABLE LIFE INSURANCE

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1995

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,646
----------------

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 20,689,701
================
</TABLE>

See Notes to Financial Statements

-1-
<PAGE> 156
THE TRAVELERS FUND UL
FOR VARIABLE LIFE INSURANCE

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 308,603

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . 232,605
-----------------

Net increase in net assets resulting from operations . . . . . . . . . . . . . $ 2,417,920
-----------------
</TABLE>

See Notes to Financial Statements

-2-
<PAGE> 157
THE TRAVELERS FUND UL
FOR VARIABLE LIFE INSURANCE

STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

Net increase (decrease) in net assets resulting from operations . . . . . . . 2,417,920 (53,430)
------------- ------------

UNIT TRANSACTIONS:

Net increase in net assets . . . . . . . . . . . . . . . . . . . . . . . . 13,115,506 5,724,959

See Notes to Financial Statements

-3-
<PAGE> 158
NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by Fund UL in the preparation of its financial statements.

SECURITY VALUATION. Investments are valued daily at the net asset values
per share of the underlying funds.

Security transactions are accounted for on the trade date. Dividend
income is recorded on the ex-dividend date.

2. INVESTMENTS

-4-
<PAGE> 159
NOTES TO FINANCIAL STATEMENTS - CONTINUED

3. CONTRACT CHARGES

4. NET CONTRACT OWNERS' EQUITY

-5-
<PAGE> 160
NOTES TO FINANCIAL STATEMENTS - CONTINUED

4. NET CONTRACT OWNERS' EQUITY (CONTINUED)

-6-

<PAGE> 161

NOTES TO FINANCIAL STATEMENTS - CONTINUED

5. STATEMENT OF INVESTMENTS

FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II (11.7%)
Asset Manager Portfolio (Cost $2,127,550)
Total Cost $2,127,550 150,252 2,372,477
----------------

DREYFUS STOCK INDEX FUND (1.6%)
Total Cost $294,821 19,047 327,609
----------------

SMITH BARNEY SERIES FUND (0.0%)
Total Return Portfolio (Cost $2,096)
Total Cost $2,096 164 2,084
----------------

TOTAL INVESTMENT OPTIONS (100.0%)
(COST $18,367,719) $ 20,322,123
================
</TABLE>

-7-
<PAGE> 162

NOTES TO FINANCIAL STATEMENTS - continued

6. SCHEDULE OF FUND UL OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
CAPITAL
MANAGED ASSETS TRUST HIGH YIELD BOND TRUST APPRECIATION FUND
------------------------- ---------------------------- ------------------------

-8-
<PAGE> 163

NOTES TO FINANCIAL STATEMENTS - CONTINUED

- - 1,204 (313) 1,921 (1) 15 -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

- - (680) - (1) - - -
- - 19,739 (680) 7,329 (1) 24,969 -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

- - 20,419 (680) 7,330 (1) 24,969 -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

44,008 23,596 27,241 (1,317) 9,107 (5) 23,638 -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

1,224,045 647,763 108,174 - 2,373 - - -
-------------- -------------- ----------- ------------ ----------- ----------- ------------- ------------

$ 1,681,091 $ 1,224,045 $ 167,476 $ 108,174 $ 70,481 $ 2,373 $ 1,023,638 $ -
============== ============== =========== ============ =========== =========== ============= ============

</TABLE>

-9-

<PAGE> 164

NOTES TO FINANCIAL STATEMENTS - CONTINUED

6. SCHEDULE OF FUND UL OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 (CONTINUED)

Net realized gain (loss) . . . . . . 16 - 19 - 3,264 (55)
------------ --------- ----------- --------- ---------- ------------

Net increase (decrease) in net assets
resulting from unit transactions . . 1,000,000 - 1,002,977 - 58,164 73,503
------------ --------- ----------- --------- ---------- ------------

Net increase (decrease) in net assets 1,029,637 - 1,049,633 - 76,282 73,631

NET ASSETS:
Beginning of year . . . . . . . . . . - - - - 73,631 -
------------ --------- ----------- --------- ---------- ------------

End of year . . . . . . . . . . . . . $ 1,029,637 $ - $ 1,049,633 $ - $ 149,913 $ 73,631
============ ========= =========== ========= ========== ============
</TABLE>

-10-
<PAGE> 165

NOTES TO FINANCIAL STATEMENTS - CONTINUED

20,551 (217) 10,060 (302) 2,811 (822) 32,274 (1,696)
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

312,907 (19,006) 231,303 (10,005) 57,987 (924) 351,896 30,533
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

342,855 (21,310) 259,728 (12,782) 77,612 (1,982) 378,964 27,500
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

1,253,867 835,382 599,894 927,208 468,794 255,517 1,513,678 711,880
------------ ------------ ------------- ------------- ------------ ----------- ----------- ------------

1,596,722 814,072 859,622 914,426 546,406 253,535 1,892,642 739,380

-11-
<PAGE> 166

NOTES TO FINANCIAL STATEMENTS - CONTINUED

6. SCHEDULE OF FUND UL OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 (CONTINUED)

-12-
<PAGE> 167

NOTES TO FINANCIAL STATEMENTS - CONTINUED

6,173 1 20,162 945 7,334 (551) 3,102 41
- ------------- ------------- -------------- -------------- ------------- ------------- -------------- ------------

-13-
<PAGE> 168

NOTES TO FINANCIAL STATEMENTS - CONTINUED

6. SCHEDULE OF FUND UL OPERATIONS AND CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994 (CONTINUED)

-14-
<PAGE> 169
NOTES TO FINANCIAL STATEMENTS - CONTINUED

35 - 593 - 53 - 4,961,292 2,997,217
33 - 569 - 51 - 4,810,313 3,003,766
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

2 - 24 - 2 - 150,979 (6,549)
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

- - - - - - (79,932) 61,022
(1) - 3,089 - (12) - 1,954,404 (79,932)
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

(1) - 3,089 - (12) - 2,034,336 (140,954)
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

20 - 5,135 (6) - 2,417,920 (53,430)
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------

1,136 - 71,493 - 2,105 - 10,697,586 5,778,389
- -------- ------------ ------------- ------------- ------------ ------------ -------------- ------------
1,156 - 76,628 - 2,099 - 13,115,506 5,724,959

-15-
<PAGE> 170

REPORT OF INDEPENDENT ACCOUNTANTS

To the Owners of Variable Life Insurance Contracts of
The Travelers Fund UL for Variable Life Insurance:

COOPERS & LYBRAND L.L.P.

Hartford, Connecticut
February 7, 1996

-16-
<PAGE> 171
Independent Auditors' Report

The Board of Directors and Shareholder of
The Travelers Insurance Company and Subsidiaries:

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

/s/KPMG Peat Marwick LLP
------------------------

Hartford, Connecticut
January 16, 1996

14
<PAGE> 172
Report of Independent Accountants

To the Board of Directors and Shareholder of
The Travelers Insurance Company and Subsidiaries:

/s/ COOPERS & LYBRAND L.L.P.
- ----------------------------
Hartford, Connecticut
January 24, 1994

15
<PAGE> 173
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND RETAINED EARNINGS

See notes to consolidated financial statements.

16
<PAGE> 174
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

Total liabilities and shareholder's equity $42,301 $40,535
- -------------------------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements.

17
<PAGE> 175
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Increase (Decrease) in Cash

See notes to consolidated financial statements.

18
<PAGE> 176
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS

The Travelers Insurance Company is a wholly owned subsidiary of The
Travelers Insurance Group Inc. (TIGI), which is an indirect, wholly owned
subsidiary of Travelers Group Inc. (Travelers).

The Company sold group life and health insurance through its Managed Care
and Employee Benefits Operations (MCEBO) through 1994. See note 4.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant accounting policies used in the preparation of the
accompanying financial statements follow.

Basis of presentation

The consolidated financial statements include the accounts of the
Company and its insurance and noninsurance subsidiaries. Significant
intercompany transactions have been eliminated.

19
<PAGE> 177
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

As more fully described in note 4, all of the operations comprising MCEBO
are presented as a discontinued operation and, accordingly, prior year
amounts have been restated.

Certain prior year amounts have been reclassified to conform with the
1995 presentation.

Investments

20
<PAGE> 178
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Gains or losses arising from futures contracts used to hedge investments
are treated as basis adjustments and are recognized in income over the
life of the hedged investments.

Investment Gains and Losses

21
<PAGE> 179
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Policy Loans

Deferred Acquisition Costs and Value of Insurance in Force

Separate and Variable Accounts

22
<PAGE> 180
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Goodwill

Contractholder Funds

Future Policy Benefits

Operating Lease Obligations

23
<PAGE> 181
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Permitted Statutory Accounting Practices

Premiums

Other Revenues

Interest Credited to Contractholders

Interest credited to contractholders represents amounts earned by
universal life, pension investment and certain individual annuity
contracts in accordance with contract provisions.

Federal Income Taxes

24
<PAGE> 182
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

Accounting Standards not yet Adopted

3. CHANGES IN ACCOUNTING PRINCIPLES

Accounting by Creditors for Impairment of a Loan

25
<PAGE> 183
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

3. CHANGES IN ACCOUNTING PRINCIPLES, Continued

Accounting for Certain Debt and Equity Securities

This increase included an unrealized gain of $133 million (net of income
taxes) on TIHI's investment in the common stock of Travelers. See note
15.

4. ACQUISITIONS AND DISPOSITIONS

26
<PAGE> 184
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

4. ACQUISITIONS AND DISPOSITIONS, continued

5. COMMERCIAL PAPER AND LINES OF CREDIT

27
<PAGE> 185
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

6. REINSURANCE

A summary of reinsurance financial data reflected within the
consolidated statement of operations and retained earnings is presented
below (in millions):

28
<PAGE> 186
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

6. REINSURANCE, Continued

Reinsurance recoverables at December 31 include amounts recoverable on
unpaid and paid losses and were as follows (in millions):

Property-casualty business:
Affiliated companies 2,363 2,251
----------------------------------------------------------------------------

Total Reinsurance Recoverables $4,107 $2,915
============================================================================
</TABLE>

Total reinsurance recoverable at December 31, 1995 includes $929 million
recoverable from MetLife in connection with the sale of the Company's
group life and related businesses. See note 4.

7. SHAREHOLDER'S EQUITY

Additional Paid-In Capital

The decrease of $318 million in additional paid-in capital during 1995 is
due primarily to the dividend of Transport to the Company's parent (see
note 4).

Unrealized Investment Gains (Losses)

An analysis of the change in unrealized gains and losses on investments
is shown in note 15.

Shareholder's Equity and Dividend Availability

Statutory capital and surplus was $3.2 billion and $2.1 billion at
December 31, 1995 and 1994, respectively.

29
<PAGE> 187
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

7. SHAREHOLDER'S EQUITY, Continued

Dividend payments to the Company from its insurance subsidiaries are
subject to similar restrictions and are limited to $16 million in 1996.

8. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

Derivative Financial Instruments with Off-Balance Sheet Risk

30
<PAGE> 188
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

8. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS,
Continued

Derivative Financial Instruments without Off-Balance Sheet Risk

Fair Value of Certain Financial Instruments

31
<PAGE> 189
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

8. DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS,
Continued

The carrying values of cash, short-term securities and investment income
accrued approximated their fair values.

The carrying value of policy loans, which have no defined maturities, was
considered to be fair value.

9. COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance-Sheet Risk

See note 8 for a discussion of financial instruments with
off-balance-sheet risk.

Litigation

32
<PAGE> 190
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

10. BENEFIT PLANS

Pension Plans

Certain subsidiaries of TIHI participate in a noncontributory defined
benefit plan sponsored by their ultimate parent, Travelers.

The Company's share of net pension expense was not significant for 1995,
1994 and 1993.

Other Benefit Plans

Savings, Investment and Stock Ownership Plan

33
<PAGE> 191
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

11. RELATED PARTY TRANSACTIONS

34
<PAGE> 192
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

12. LEASES

The Company is reimbursed by affiliates of TIGI for utilization of space
and equipment.

35
<PAGE> 193
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

13. FEDERAL INCOME TAXES

Tax benefits allocated directly to shareholder's equity for the years
ended December 31, 1995 and 1994 were $7 million and $2 million,
respectively.

36
<PAGE> 194
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

13. FEDERAL INCOME TAXES, Continued

Net deferred tax (liability) asset after valuation allowance $ (32) $ 950
--------------------------------------------------------------------------------------------
</TABLE>

37
<PAGE> 195
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

13. FEDERAL INCOME TAXES, Continued

At December 31, 1995, the Company has no ordinary or capital loss
carryforwards.

14. NET INVESTMENT INCOME

38
<PAGE> 196
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES)

Realized investment gains (losses) for the periods were as follows:

Changes in net unrealized investment gains (losses) that are included as
a separate component of shareholder's equity were as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
(For the year ended December 31, in millions) 1995 1994 | 1993
---------------------------------------------------------------------------------|----------
<S> <C> <C> | <C>
Unrealized |
Fixed maturities $1,974 $(1,319) | $(235)
Equity securities 46 (25) | (17)
Other 200 165 | 28
---------------------------------------------------------------------------------|----------
2,220 (1,179) | (224)
Related taxes 778 (412) | (83)
---------------------------------------------------------------------------------|----------
Change in unrealized investment gains (losses) 1,442 (767) | (141)
Contribution of TIHI - - | 5
Balance beginning of year (760) 7 | 143
--------------------------------------------------------------------------------------------
Balance end of year $ 682 $ (760) $ 7
--------------------------------------------------------------------------------------------
</TABLE>

The initial adoption of FAS 115 resulted in an increase of approximately
$232 million (net of taxes) to net unrealized gains in 1994.

Fixed Maturities

39
<PAGE> 197
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

The amortized cost and market value of investments in fixed maturities
were as follows:

40
<PAGE> 198
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

41
<PAGE> 199
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

Equity Securities

The cost and market values of investments in equity securities were as
follows:

42
<PAGE> 200
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

Mortgage loans and real estate held for sale

At December 31, 1995 and 1994, the Company's mortgage loan and real
estate held for sale portfolios consisted of the following (in millions):

Aggregate annual maturities on mortgage loans at December 31, 1995 are
as follows:

43
<PAGE> 201
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

Concentrations

At December 31, 1995 and 1994, the Company had no concentration of credit
risk in a single investee exceeding 10% of consolidated shareholder's
equity.

The Company participates in a short-term investment pool maintained by
TIGI and its subsidiaries. See note 11.

The Company also had significant concentrations of investments, primarily
fixed maturities, in the following industries:

Below investment grade assets included in the totals above, were as
follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Finance $ 56 $ 75
Banking 8 21
Electric utilities 26 32
Oil and gas 66 33
---------------------------------------------------------------------------------------------------
</TABLE>

At December 31, 1995 and 1994, significant concentrations of mortgage
loans were for properties located in highly populated areas in the states
listed below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
California $ 736 $ 929
New York 400 558
---------------------------------------------------------------------------------------------------
</TABLE>

44
<PAGE> 202
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

Concentrations of mortgage loans by property type at December 31, 1995
and 1994 were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Office $ 1,513 $ 2,065
Apartment 580 1,029
Agricultural 556 540
Retail 426 606
---------------------------------------------------------------------------------------------------
</TABLE>

Investment Valuation Reserves

There were no investment valuation reserves at December 31, 1995 and
1994. Investment valuation reserve activity during 1994 and 1993 was as
follows:

At December 31, 1993, investment valuation reserves were comprised of $67
million for securities. Increases in the investment valuation reserves
were reflected as realized investment losses.

45
<PAGE> 203
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

15. INVESTMENTS AND INVESTMENT GAINS (LOSSES), Continued

Nonincome Producing

Investments included in the consolidated balance sheets that were
nonincome producing for the preceding 12 months were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(in millions) 1995 1994
---------------------------------------------------------------------------------------------------
<S> <C> <C>
Mortgage loans $ 65 $ 127
Real estate 18 73
Fixed maturities 4 6
---------------------------------------------------------------------------------------------------
Total $ 87 $ 206
---------------------------------------------------------------------------------------------------
</TABLE>

Restructured Investments

16. LIFE AND ANNUITY DEPOSIT FUNDS AND RESERVES

46
<PAGE> 204
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

17. RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES

The following table reconciles net income to net cash provided by (used
in) operating activities:

47
<PAGE> 205
THE TRAVELERS INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

18. NONCASH INVESTING AND FINANCING ACTIVITIES

48
<PAGE> 206

IN-VEST(SM)
PROSPECTUS

VARIABLE UNIVERSAL LIFE INSURANCE CONTRACTS

ISSUED BY

THE TRAVELERS INSURANCE COMPANY

L-11166 TIC Ed 5-96
Printed in U.S.A.
<PAGE> 207

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

RULE 484 UNDERTAKING

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

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

Travelers Group Inc. also provides liability insurance for its directors and
officers and the directors and officers of its subsidiaries, including the
Depositor. 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
<PAGE> 208
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.

RULE 6e-3 (T) REPRESENTATIONS

A. With regard to the maximum sales load deductions permitted under the
Rule, The Travelers Insurance Company ("The Travelers") hereby elects to
be governed by subparagraph (b)(13)(i)(A) of the Rule.

B. With regard to the deduction from the Separate Account of a charge to
cover the mortality risk and expense risk, The Travelers is relying on
subparagraph (b)(13)(iii)(F) to permit such deduction. Furthermore, The
Travelers does hereby represent that the level of the risk charge is
within the range of industry practice for comparable flexible contracts.

C. With regard to explicit sales loads not covering the expected costs of
distributing the flexible contracts, The Travelers hereby represents
that the distribution financing arrangement of the Separate Account will
benefit the Separate Account and Contract Owners. Furthermore, The
Travelers hereby represents that the Separate Account will invest only
in management investment companies which have undertaken to have a board
of directors, a majority of whom are not interested persons of the
company, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

1. The facing sheet.
2.a The MarketLife Prospectus.
2.b The In-Vest Prospectus.
3. The undertaking to file reports.
4. The signatures.

Written Consents and Opinions:

5(a) Consent of Ernest J. Wright, General Counsel, to filing of his
opinion as an exhibit to this Registration Statement and to the
reference to his opinion under the caption "Legal Proceedings and
Opinion" in the Prospectus. (See Exhibit 12 below.)

5(b). Consent and Actuarial Opinion pertaining to the illustrations
contained in the Market Life and InVest prospectus.
<PAGE> 209
6(a) Consent of Coopers & Lybrand L.L.P., Independent Accountants, to the
inclusion in this Form S-6 of their report on the audited financial
statements of the Registrant and their report on the consolidated
financial statements of The Travelers Insurance Company and
Subsidiaries contained in this Registration Statement, and to the
reference to such firm as "Experts" in accounting and auditing.

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

EXHIBITS

Copies of all exhibits which are required by Section IX, Paragraph A, of Form
N-8B-2:

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

3(a). Form of Distribution and Management Agreement among the Registrant,
The Travelers Insurance Company and Travelers Equities Sales, Inc.
(now known as Tower Square Securities, Inc.)

3(b). Selling Agreement. (Incorporated herein by reference to Exhibit 3(b)
to Post-Effective Amendment No. 1 to the Registration Statement on
Form S-6, File No. 33-63927, filed April 25, 1996.)

3(c). Agents Agreements, including schedule of sales commissions.
(Incorporated herein by reference to Exhibit 1(A)(3)(c) to
Pre-Effective Amendment No. 1 to the Registration Statement on Form
S-6, File No. 2-88637 filed on October 16, 1986.)

4. None

5. Form of Variable Universal Life Insurance Contracts.

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

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

7. None

8. Participation Agreements among Variable Insurance Products Fund,
Fidelity Distributors Corporation and The Travelers Insurance
Company; Variable Insurance Products Fund II, Fidelity Distributors
Corporation and The Travelers Insurance
<PAGE> 210
Company; Templeton Variable Products Series Fund, Templeton Funds
Distributor, Inc. and The Travelers Insurance Company; and between
The Travelers Insurance Company and Dreyfus Stock Index Fund.
(Incorporated herein by reference to Exhibits 8(a), 8(b), 8(c) and
8(d), respectively to Post-Effective Amendment No. 29 to the
Registration Statement on Form N-4, File No. 2-79529 filed on April
19, 1996.)

9. None

10. Form of Application for Variable Universal Life Insurance Contracts.
(Incorporated herein by reference to Exhibit 1(A)(10) to
Pre-Effective Amendment No. 1 to the Registration Statement on Form
S-6 filed on October 16, 1986.) Supplement to the Variable Universal
Life Insurance Contract Application. (Incorporated herein by
reference to Exhibit 10 to Post-Effective Amendment No. 9 to the
Registration Statement on Form S-6, File No. 2-88637 filed on October
7, 1993.)

11. Specimen of each security being registered. (See Exhibit 5.
above.)

12. Opinion of counsel as to the legality of the securities being
registered.

13. Actuarial Memorandum Concerning Transfer and Redemption Procedures,
as required by Rule 6e-3(T)(b)(12)(ii).

15(a). Powers of Attorney authorizing Jay S. Fishman or Ernest J. Wright as
signatory for Robert I. Lipp, Charles O. Prince, III, Marc P. Weill,
Irwin R. Ettinger, Michael A. Carpenter and Donald T. DeCarlo.
(Incorporated herein by reference to Exhibit 7(b) to Post-Effective
Amendment No. 15 to the Registration Statement, filed April 28,
1995.)

15(b) Power of Attorney authorising Jay S. Fishman or Ernest J. Wright as
signatory for Michael A. Carpenter.

15(c). Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah
as signatory for Jay S. Fishman and Ian R. Stuart.

<PAGE> 211
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant, The
Travelers Fund UL for Variable Life Insurance, certifies that it meets all of
the requirements for effectiveness of this post-effective amendment to this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this amendment to this Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of
Hartford, State of Connecticut, on April 26, 1996.

THE TRAVELERS FUND UL FOR VARIABLE LIFE INSURANCE
(Registrant)

By: *IAN R. STUART
----------------------------------
Ian R. Stuart
Vice President, Chief Financial Officer,
Chief Accounting Office and Controller
The Travelers Insurance Company

*By: /s/Ernest J. Wright
Ernest J. Wright
Attorney-in-Fact
<PAGE> 212
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Depositor, The
Travelers Insurance Company, certifies that it meets all of the requirements
for effectiveness of this post-effective amendment to this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this amendment to this Registration Statement to be signed on its behalf
by the undersigned thereunto duly authorized, in the City of Hartford, State of
Connecticut, on April 26, 1996.

THE TRAVELERS INSURANCE COMPANY
(Depositor)

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

Pursuant to the requirements of the Securities Act of 1933, this post-effective
amendment to this registration statement has been signed by the following
persons in the capacities indicated on April 26, 1996.

*ROBERT I. LIPP Director and Chairman of the Board
- -----------------------------
(Robert I. Lipp)

*MICHAEL A. CARPENTER Director, President and Chief Executive Officer
- -----------------------------
(Michael A. Carpenter)

*JAY S. FISHMAN Director
- -----------------------------
(Jay S. Fishman)

*CHARLES O. PRINCE, III Director
- -----------------------------
(Charles O. Prince, III)

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

*IRWIN R. ETTINGER Director
- -----------------------------
(Irwin R. Ettinger)

*DONALD T. DeCARLO Director
- -----------------------------
(Donald T. DeCarlo)

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

*By: /s/ERNEST J. WRIGHT
----------------------------------------------------
Ernest J. Wright, Attorney-in-Fact
<PAGE> 213
EXHIBIT INDEX

<TABLE>
<CAPTION>
ATTACHMENT or EXHIBIT Method of Filing
- --------------------- ----------------
<S> <C>
ATTACHMENTS

5(a) Consent of Ernest J. Wright, General Counsel, to Electronically
filing of his opinion as an exhibit to this Registration See Exhibit 12
Statement and to the reference to his opinion under the
caption "Legal Proceedings and Opinion" in the
Prospectus. (See Exhibit 12 below.)

5(b). Consent and Actuarial Opinion pertaining to the Electronically
illustrations contained in the Market Life and InVest prospectus.

6(a). Consent of Coopers & Lybrand L.L.P., Independent Electronically
Accountants to the inclusion in this Form S-6 of their
report on the audited financial statements of the Registrant
and their report on the consolidated financial statements of The Travelers
Insurance Company and Subsidiaries contained in this Registration
Statement, and to the reference to such firm as "Experts"
in accounting and auditing.

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

EXHIBITS

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

3(a). Distribution and Management Agreement among Electronically
the Registrant, The Travelers Insurance Company
and Travelers Equities Sales, Inc. (now known as
Tower Square Securities, Inc.)

3(b). Selling Agreement. (Incorporated herein by
reference to Exhibit 3(b) to Post-Effective
Amendment No. 1 to the Registration Statement
on Form S-6, File No. 33-63927, filed April 25, 1996.)
</TABLE>
<PAGE> 214
<TABLE>
<S> <C>
3(c). Agents Agreements, including schedule of sales
commissions. (Incorporated herein by reference to
Exhibit 1(A)(3)(c) to Pre-Effective Amendment No. 1
to the Registration Statement on Form S-6,
File No. 2-88637 filed on October 16, 1986.)

5. Form of Variable Universal Life Insurance Contracts. Electronically

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

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

8. Participation Agreements among Variable Insurance
Products Fund, Fidelity Distributors Corporation and
The Travelers Insurance Company; Variable Insurance
Products Fund II, Fidelity Distributors Corporation and
The Travelers Insurance Company; Templeton Variable
Products Series Fund, Templeton Funds Distributor,
Inc. and The Travelers Insurance Company; and between
The Travelers Insurance Company and Dreyfus Stock
Index Fund. (Incorporated herein by reference to Exhibits
8(a), 8(b), 8(c), 8(d) to Post-Effective Amendment No. 29
to the Registration Statement on Form N-4, File No. 2-79529
filed on April 19, 1996.)

10. Form of Application for Variable Universal Life
Insurance Contracts. (Incorporated herein by reference
to Exhibit 1(A)(10) to Pre-Effective Amendment No. 1
to the Registration Statement on Form S-6, File No. 2-88637
filed on October 16, 1986.) Supplement to the Variable
Universal Life Insurance Contract Application.
(Incorporated herein by reference to Exhibit 10 to
Post-Effective Amendment No. 9 to the Registration
Statement on Form S-6, File No. 2-88637 filed on
October 7, 1993.)

11. Specimen of each security being registered.
(See Exhibit 5. above.)
</TABLE>
<PAGE> 215
<TABLE>
<S> <C>
12. Opinion of counsel as to the legality of the securities Electronically
being registered.

13. Actuarial Memorandum Concerning Transfer and Redemption Electronically
Procedures, as required by Rule 6e-3(T)(b)(12)(ii).

15(a). Powers of Attorney authorizing Jay S. Fishman or
Ernest J. Wright as signatory for Robert I. Lipp,
Charles O. Prince, III, Marc P. Weill, Irwin R.
Ettinger, Michael A. Carpenter and Donald T.
DeCarlo. (Incorporated by reference to Amendment
No. 15 to Post-Effective Amendment No. 15 to
Registration Statement on Form S-6, filed via Edgar
on April 28, 1995.)

15(b) Power of Attorney authorizing Jay S. Fishman or Electronically
Ernest J. Wright as signatory for Michael A. Caprenter.

15(c). Powers of Attorney authorizing Ernest J. Wright or Electronically
Kathleen A. McGah as signatory for Jay S. Fishman
and Ian R. Stuart.
</TABLE>

<PAGE> 1
ATTACHMENT 5 (B)

April 18, 1996

ACTUARIAL OPINION--Market Life

The illustrations included in the prospectus have been based on assumptions and
charges which are consistent with the provisions of the MarketLife contract.
The rate structure of the contract has not been designed to make the
relationship between premiums and benefits, as shown in the illustrations,
appear more favorable for contract owners at the ages illustrated than for
contract owners at other ages.
<PAGE> 2
ATTACHMENT (B)

April 18, 1996

ACTUARIAL OPINION--InVest

The illustrations included in the prospectus have been based on assumptions and
charges which are consistent with the provisions of the InVest contract. The
rate structure of the contract has not been designed to make the relationship
between premiums and benefits, as shown in the illustrations, appear more
favorable for contract owners at the ages illustrated than for contract owners
at other ages.

<PAGE> 1
ATTACHMENT 6(A)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the inclusion in this Post-Effective Amendment No. 17 of the
Registration Statement on Form S-6 of our report dated February 7, 1996, on our
audit of the financial statements of The Travelers Fund UL for Variable Life
Insurance for the year ended December 31, 1995, and our report dated January
24, 1994, relating to our audit of the consolidated statements of operations
and retained earnings and cash flows of The Travelers Insurance Company and
Subsidiaries for the year ended December 31, 1993. We also consent to the
reference to our Firm as experts in accounting and auditing under the caption
"Independent Accountants".

COOPERS & LYBRAND L.L.P.

Hartford, Connecticut
April 24, 1996

<PAGE> 1

ATTACHMENT 6B

Consent of Independent Certified Public Accountants

The Board of Directors
The Travelers Insurance Company:

We consent to the use of our report included herin and to the reference to our
Firm as experts under the heading "Independent Accountants" in the Prospectus.

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

/s/ KPMG Peat Marwick
April 18, 1996

<PAGE> 1
EXHIBIT 1

CERTIFICATE

I, John R. Kenney, Corporate Secretary of THE TRAVELERS INSURANCE COMPANY, DO
HEREBY CERTIFY that at a meeting of the Board of Directors of The Travelers
Insurance Company held on the 7th day of May, 1982, at which a quorum was
present and voting, the following resolutions were adopted:

VOTED: That pursuant to authority granted by Section 38-154a of the
Connecticut General Statutes, the Chairman of the Board, the
President, or the Chairman of the Finance Committee, or any one
of them acting alone, is authorized to establish a separate
account or accounts to invest in shares of investment companies
advised by affiliates of the Company pursuant to plans and
contracts issued and sold by the Company in connection therewith.

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

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

VOTED: That the proper officers are authorized in connection with the
separate account or accounts to be established to hold shares of
investment companies advised by affiliates of the Company, to
enter into such Underwriting or Sponsorship Agreements for such
separate account or accounts and such Custodial-Safekeeping and
Agency Agreements between the Company and any bank designated as
agent and/or custodian, as may be required; to take any necessary
action to provide initial capital for such separate account or
accounts; and to take such other action as may in their judgment
be necessary or appropriate to enable the Company to transact the
business of issuing and selling plans and contracts in connection
with such separate account or accounts.
<PAGE> 2
I DO HEREBY CERTIFY that at a meeting of the Board of Directors of
The Travelers Insurance Company held on the 4th day of November, 1983, at which
a quorum was present and voting, the following resolution was adopted:

VOTED: That pursuant to general authority voted by this Board on May 7,
1982, the proper officers of the Company are authorized to
establish and register a separate account or accounts, or
register plans and contracts of the Company and interests in such
separate accounts, and to take the actions specified in such
votes for the purpose of doing a variable life insurance
business.

I DO HEREBY CERTIFY that pursuant to such authority, Edward H. Budd,
Chairman and Chief Executive Officer of The Travelers Insurance Company,
established The Travelers Fund UL for Variable Life Insurance on November 10,
1983

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of The
Travelers Insurance Company at Hartford, Connecticut this 21st day of December,
1983.

/s/ John R. Kenney
Corporate Secretary

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

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

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

IN WITNESS WHEREOF, I have hereunto set my hand and the seal of The
Travelers Insurance Company at Hartford, Connecticut this 24th day of April,
1996.

/s/Kathleen A. McGah
Assistant Secretary

<PAGE> 1
EXHIBIT 3(a)

DISTRIBUTION AND MANAGEMENT AGREEMENT

DISTRIBUTION AND MANAGEMENT AGREEMENT made this 1st day of February,
1995, by and among The Travelers Insurance Company, a Connecticut stock
insurance company (hereinafter the "Company"), Travelers Equities Sales, Inc.,
a Connecticut general business corporation (hereinafter "TESI"), and The
Travelers Fund UL for Variable Life Insurance (hereinafter "Fund UL"), a
separate account of the Company established by its President and Chief
Executive Officer pursuant to a resolution of the Company's Board of Directors
on November 4, 1983, pursuant to Section 38-154a of the Connecticut General
Statutes. This Agreement supersedes the Distribution and Management Agreement
dated December 30, 1992 between the Company, TESI and Fund UL.

1. The Company hereby agrees to provide all administrative services
relative to variable life insurance contracts and revisions thereof
(hereinafter "Contracts") sold by the Company, the net proceeds of which or
reserves for which are maintained in Fund UL.

2. TESI hereby agrees to perform all sales functions relative to the
Contracts. The Company agrees to reimburse TESI for commissions paid, other
sales expenses and properly allocable overhead expenses incurred in performance
thereof.

3. For providing the administrative services referred to in
paragraph 1 above and reimbursing TESI for the sales functions referred to in
paragraph 2 above, the Company will receive the deductions for sales and
administrative expenses which are stated in the Contracts.

4. The Company will furnish at its own expense and without cost to
Fund UL the administrative expenses of Fund UL, including but not limited to:

(a) office space in the offices of the Company or in such other place
as may be agreed upon from time to time, and all necessary office
facilities and equipment;

(b) necessary personnel for managing the affairs of Fund UL,
including clerical, bookkeeping, accounting and other office
personnel;

(c) all information and services, including legal services, required
in connection with registering and qualifying Fund UL or the
Contracts with federal and state regulatory authorities,
preparation of registration statements and prospectuses,
including amendments and revisions thereto, and annual,
semi-annual and periodic reports, notices and proxy solicitation
materials furnished to variable life insurance Contract Owners or
regulatory authorities, including the costs of printing and
mailing such items;

(d) the costs of preparing, printing, and mailing all sales
literature;

(e) all registration, filing and other fees in connection with
compliance requirements of federal and state regulatory
authorities;

(f) the charges and expenses of any custodian or depository appointed
by Fund UL for the safekeeping of its cash, securities and other
property; and

(g) the charges and expenses of independent accountants retained by
Fund UL.

5. The services of the Company and TESI to Fund UL hereunder are not
to be deemed exclusive and the Company and TESI shall be free to render similar
services to others so long as its services hereunder are not impaired or
interfered with thereby.

6. The Company agrees to guarantee that the death benefit payments
will not be affected by mortality experience (under Contracts the reserves for
which are invested in Fund UL) and assumes the risks (a) that the actuarial
estimate of mortality rates among the insureds may prove erroneous and that
reserves set up on the basis of

-1-
<PAGE> 2
such estimates will not be sufficient to meet the Company's death benefit
payment obligations, and (b) that the charges for services and expenses of the
Company set forth in the Contracts may not prove sufficient to cover its actual
expenses. For providing these mortality and expense risk guarantees, the
Company will receive from Fund UL an amount per valuation period of Fund UL, as
provided from time to time.

7. This Agreement will be effective on the date executed, and will
remain effective until terminated by any party upon sixty (60) days notice;
provided, however, that this Agreement will terminate automatically in the
event of its assignment by any of the parties hereto.

8. Notwithstanding termination of this Agreement, the Company shall
continue to provide administrative services and mortality and expense risk
guarantees provided for herein with respect to Contracts in effect on the date
of termination, and the Company shall continue to receive the compensation
provided under this Agreement.

9. This Agreement is subject to the provisions of the Investment
Company Act of 1940, as amended, and the rules of the Securities and Exchange
Commission.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized and, in the case
of the Company and TESI, seals to be affixed as of the day and year first above
written.

THE TRAVELERS INSURANCE COMPANY
(Seal)
By:/s/Robert E. Evans
Title: Senior Vice President

ATTEST:
/s/Ernest J. Wright
Assistant Secretary

THE TRAVELERS FUND UL
FOR VARIABLE LIFE INSURANCE

By:/s/Robert E. Evans
Title: Senior Vice President

WITNESS:
/s/Ernest J. Wright
TRAVELERS EQUITIES SALES, INC.

By:/s/George C. Kokulis
Title: President
ATTEST: (SEAL)
/s/Kathleen A. McGah
Corporate Secretary

-2-

<PAGE> 1
EXHIBIT 5

TRAVELERSInsurance
A member of TravelersGroup

THE TRAVELERS INSURANCE COMPANY ONE TOWER SQUARE-HARTFORD, CT-061083

A STOCK COMPANY

We are pleased to provide you the benefits of this Life Insurance Contract.
Please read your contract and the copy of the application(s). We want to be
sure that we have issued this Contract correctly. If there is any error, tell
us as soon as you can. We will then make any change necessary.

Refer to the Death Benefit provision on page 4 and to CONTRACT VALUES AND
BENEFITS on page 6 for information on determining the amount payable at death.

APPLICANT'S RIGHT TO CANCEL

If this Contract is returned to us at our Office, or to our agent, to be
cancelled within the latest of

1. 10 days of its delivery to the Applicant;

2. 10 days after we have mailed the Notice of the Right to Cancel to
the Applicant; or

3. 45 days of the date this application was signed;

we will refund the greater of (1) the initial premium paid; or (2) the Cash
Value of the Contract on the date we receive the returned contract plus any
contract charges which may have been deducted within 7 days of our receipt of a
request for a refund. After the contract is returned, it will be considered as
never in effect.

This contract is issued in consideration of the application(s) and the payment
of the premium. It is subject to the terms and conditions stated on the
attached pages, all of which are a part of it. It is made effective as stated
in the application. The entire contract between us and the Applicant consists
of the policy, all attached pages, and the written applications(s). All
statements made in the application(s) are considered to be to the best
knowledge and belief of the Applicant and not as promises of truth. Unless it
is contained in the written application(s), we will not use any statement to
void this Contract or to deny a

No person other than one of our officers can, for us, alter or waive any terms
or provisions of this Contract

Signed at Hartford, Connecticut

President Chairman

This is a legal contract between you and us. Read your contract carefully.

THIS IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT WITHOUT DIVIDENDS.
PREMIUMS CAN VARY BY FREQUENCY AND AMOUNT. PREMIUMS ARE PAYABLE FOR A
SPECIFIED PERIOD OR UNTIL THE INSURED'S PRIOR DEATH.

THE MINIMUM AMOUNT INSURED IS THE STATED AMOUNT. ADDITIONAL DEATH BENEFITS
AND OTHER VALUES PROVIDED BY THIS CONTRACT ARE BASED ON INVESTMENT
EXPERIENCE OF SEPARATE ACCOUNTS AND ARE VARIABLE AND ARE NOT GUARANTEED
AS TO FIXED DOLLAR AMOUNT.

<PAGE> 2
DEFINITIONS

1. "We, us, our" means The Travelers Insurance Company;

2. "You, your" means the owner;

3. "Age" means age last birthday,

4. "Contract years" means twelve month periods beginning with the
Contract Date;

5. "Contract month means the twelve periods during the contract year,
each of which begins on the Contract Date or the same date in any
calendar month;

6. Sub-Account" means the assets of a particular Underlying Fund which
are attributable to this class of contracts;

7. Valuation Period" means the period between successive valuations;

8. "Valuation Date" means a date on which a Sub-Account is valued;

9. "Basic contract" means this Contract excluding any additional benefit
for which a separate charge is made;

10. "Our Office" means the Home Office, One Tower Square, Hartford,
Connecticut, 06183 or any other office which we may name for the
purpose of administering this Contract; and

11. "Proof of the Insured's death" means:

a. A copy of a certified death certificate; or
b. A copy of a certified decree of a court of competent
jurisdiction as to the finding of death; or
c. A written statement by a medical doctor who attended the
deceased; or d. Any other proof satisfactory to us.

<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
RIGHT TO CANCEL Front Cover

DEFINITIONS Inside Front Cover

CONTRACT SUMMARY Page 2
Cost of Insurance Table
Table of Tax Qualification Guidelines

BENEFITS-BASIC CONTRACT Page 4
Death Benefit
Maturity Benefit
Adjustment to Benefits Page 5
Requested Changes

CONTRACT VALUES AND BENEFITS Page 6
Cash Values
Deduction Amount
Cash Surrender Value Page 7
Cash Surrender
Continuation of Insurance Page 8
Loan Value Page 7 and 9
Cash Loans Page 10

VALUATION PROVISIONS
Application of Premium
Net Premium
Number of Variable Life Accumulation Units
Variable Life Accumulation Unit Value
Transfer Between Sub-Accounts Page 11
Deferment of Payments
Emergency Procedure

EXCHANGE OPTION Page 12
Right to Exchange

PREMIUM PAYMENTS AND REINSTATEMENT Page 12
Premium
Reinstatement Page 13

OWNERSHIP, ASSIGNMENT AND BENEFICIARY Page 13
Ownership
Assignment
Beneficiary

GENERAL PROVISION Page 14
Contest
Suicide
Sex and Age
Changes
Contract Payments
No Dividends
Voting Rights
Annual Statement Page 15
Separate Accounts

OPTIONAL INCOME PROVISION Page 16
Endorsements (RIDERS) ATTACHED IF APPLICABLE
</TABLE>
<PAGE> 4
CONTRACT SUMMARY

INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995

CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995

ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055

PERIODIC DEDUCTION DAY: lST DAY OF EACH CONTRACT MONTH
- --------------------------------------------------------------------------------
BENEFIT DESCRIPTION

- --------------------------------------------------------------------------------
INSURANCE OPTION 1 (LEVEL OPTION) INITIAL STATED AMOUNT $50,000

MINIMUM ISSUE AMOUNT: $ 50,000

MINIMUM AMOUNT INSURED IS THE GREATEST OF (1) 250% OF CASH VALUE UNTIL
AGE 40, WITH THE PERCENTAGE REDUCING IN ACCORDANCE WITH TABLE ON PAGE
2(5); OR (2) AMOUNTS REQUIRED BY FEDERAL INCOME TAX LAWS OR
REGULATIONS TO QUALIFY AS LIFE INSURANCE; OR (3) $ 25,000

MINIMUM STATED AMOUNT: $25,000
NET PREMIUM: PREMIUM PAID LESS (1) PREMIUM CHARGES AND (2) PREMIUM TAX
CHARGE
INITIAL PREMIUM: $340.00
PLANNED PREMIUM: $340.00 PAYABLE ANNUALLY
(WE RESERVE THE RIGHT TO LIMIT ADDITIONAL PREMIUM PAYMENTS IF THERE
IS AN OUTSTANDING LOAN ON THIS CONTRACT)

REINSTATEMENT PREMIUM: THREE MONTHS PREMIUM REQUIRED

PREMIUM CHARGES: 2.5% OF PREMIUM PAID FOR A STATED AMOUNT LESS THAN
$500,000; 2.0% OF PREMIUM PAID FOR A STATED AMOUNT OF
$500,000-$999,999; AND 0.0% OF PREMIUM PAID FOR A
STATED AMOUNT OF $1,000,000 OR MORE.
PREMIUM TAX CHARGE: 2.5% OF PREMIUM PAID

INTEREST FACTOR: 1.00407412

MAXIMUM LOAN VALUE: 90% OF (CASH VALUE LESS SURRENDER PENALTIES) AS
OF THE DATE WE RECEIVE YOUR LOAN REQUEST.
MINIMUM LOAN AMOUNT: $100
LOAN ACCOUNT ANNUAL INTEREST RATE CREDITED: 4.00%

PAGE 2(1)
<PAGE> 5
CONTRACT SUMMARY

INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995

CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995

ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055

PERIODIC DEDUCTION DAY: lST DAY OF EACH CONTRACT MONTH

- --------------------------------------------------------------------------------
BENEFIT DESCRIPTION (CONTINUED)

- --------------------------------------------------------------------------------
LOAN INTEREST RATES ARE CHARGES ON THE LOAN ACCOUNT VALUE AS OF THE FIRST DAY
OF EACH CONTRACT YEAR:

<TABLE>
<CAPTION>
CONTRACT LOAN
YEARS INTEREST RATE
---------- -------------
<S> <C>
1 THROUGH 13 7.40%
14 AND AFTER 3.85%
</TABLE>

LOAN INTEREST IS PAYABLE ANNUALLY IN ADVANCE.

LATE PERIOD: 61 DAYS

MORTALITY TABLE USED FOR MAXIMUM COST OF INSURANCE RATES: 1980 CSO

MONTHLY ADMINISTRATIVE EXPENSE CHARGE: $0.19 PER THOUSAND OF STATED AMOUNT FOR
THE FIRST THREE YEARS FROM CONTRACT DATE AND ON ANY REQUESTED INCREASE FROM THE
DATE OF THAT INCREASE.

PREMIUM CLASS: MALE, PREFERRED, NONSMOKER

SURRENDER CHARGES:
FOR PARTIAL SURRENDERS ONLY ITEM (A) APPLIES.

FOR FULL SURRENDERS: (1) PLUS (B) APPLY

WHERE (A) REPRESENTS AN AMOUNT DURING THE FIRST 10 CONTRACT YEARS EQUAL TO 6%
OF THE SMALLEST OF 1) THE AMOUNT OF CASH VALUE BEING SURRENDERED; 2) THE AMOUNT
OF PREMIUM ACTUALLY PAID WITHIN 5 YEARS PRECEDING THE SURRENDER; OR 3) AN
AMOUNT EQUAL TO $448.50 FOR EACH FULL OR PARTIAL CONTRACT YEAR, UP TO A MAXIMUM
OF 5 YEARS, THAT PRECEDES THE SURRENDER. (B) REPRESENTS AN AMOUNT EQUAL TO
$4.19 PER THOUSAND OF INITIAL STATED AMOUNT, AND ANY APPLIED FOR INCREASED IN
STATED AMOUNT, IN THE FIRST YEAR, THEN DECREASING 10% PER YEAR FOR 10 YEARS
FOLLOWING ISSUE, OR THE EFFECTIVE DATE OF ANY INCREASE.

TRANSACTION CHARGE UPON SURRENDER: $0.00

PAGE 2(2)
<PAGE> 6
CONTRACT SUMMARY

INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995

CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995

ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055

PERIODIC DEDUCTION DAY: lST DAY OF EACH CONTRACT MONTH

- --------------------------------------------------------------------------------
BENEFIT DESCRIPTION (CONTINUED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MAXIMUM SUBACCOUNT
SEPARATE ACCOUNTS: DEDUCTION PER DAY
(IN BASIS POINTS)
YRS 1-15 16 & LATER
THE TRAVELERS FUND UL FOR VARIABLE LIFE INSURANCE --------- ----------
<S> <C> <C>
UNDERLYING FUNDS
MANAGED ASSETS TRUST .2466 .1233
CAPITAL APPRECIATION FUND .2466 .1233
CASH INCOME TRUST .2466 .1233
U.S. GOVERNMENT SECURITIES PORTFOLIO .2466 .1233
of THE TRAVELERS SERIES TRUST)
UTILITIES PORTFOLIO .2466 .1233

TEMPLETON BOND FUND .2466 .1233
TEMPLETON STOCK FUND .2466 .1233
TEMPLETON ASSET ALLOCATION FUND .2466 .1233
(OF THE TEMPLETON VARIABLE PRODUCTS SERIES)

FIDELITY'S HIGH INCOME PORTFOLIO .2466 .1233
FIDELITY'S GROWTH PORTFOLIO .2466 .1233
FIDELITY'S EQUITY-INCOME PORTFOLIO .2466 .1233
(0F FIDELITY'S VARIABLE INSURANCE FUND I)
FIDELITY'S ASSET MANAGER PORTFOLIO .2466 .1233
(0F FIDELITY'S VARIABLE INSURANCE FUND II)

DREYFUS STOCK INDEX FUND .2466 .1233

SMITH BARNEY/TRAVELERS SERIES FUND, INC.
ALLIANCE GROWTH PORTFOLIO .2466 .1233
MFS TOTAL RETURN PORTFOLIO .2466 .1233
SMITH BARNEY HIGH INCOME PORTFOLIO .2466 .1233
SMITH BARNEY INCOME AND GROWTH PORTFOLIO .2466 .1233
AIM CAPITAL APPRECIATION PORTFOLIO .2466 .1233

SMITH BARNEY SERIES FUND
SMITH BARNEY TOTAL RETURN PORTFOLIO .2466 .1233

TRAVELERS ZERO COUPON BOND SERIES FUND OF
STRIPPED U.S. TREASURY SECURITIES
TRAVELERS ZERO COUPON BOND FUND 1998 .2466 .1233
TRAVELERS ZERO COUPON BOND FUND 2000 .2466 .1233
TRAVELERS ZERO COUPON BOND FUND 2005 .2466 .1233
</TABLE>

PAGE 2(3)
<PAGE> 7
CONTRACT SUMMARY

INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995

CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995

ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055

PERIODIC DEDUCTION DAY: lST DAY OF EACH CONTRACT MONTH
- --------------------------------------------------------------------------------
BENEFIT DESCRIPTION (CONTINUED)
- --------------------------------------------------------------------------------

WE RESERVE THE RIGHT TO LIMIT TRANSFERS BETWEEN THE UNDERLYING FUNDS TO FOUR
TIMES IN ANY CONTRACT YEAR AND TO CHARGE $10 FOR EACH ADDITIONAL TRANSFER THAT
WE ALLOW.

WE WILL INVEST THE INITIAL NET PREMIUM IN THE CASH INCOME TRUST DURING THE
RIGHT TO CANCEL PERIOD.

INSURANCE UNDER THIS CONTRACT MAY END BEFORE THE MATURITY DATE SHOWN ABOVE, IF
PREMIUM AND INVESTMENT EXPERIENCE ARE INSUFFICIENT TO CONTINUE INSURANCE TO
SUCH DATE.

TOTAL INITIAL ANNUAL PREMIUM IS $340.00

LIFE INSURANCE PREMIUM FOR THE BASIC CONTRACT IS PAYABLE TO THE MATURITY DATE
OR UNTIL THE PRIOR DEATH OF THE INSURED AND THE CHARGE FOR ANY ADDITIONAL
INSURANCE PROVISIONS (RIDERS) TO THE APPLICABLE EXPIRY DATES OR UNTIL PRIOR
DEATH OF THE INSURED.

NO INSURANCE WILL BE IN EFFECT UNLESS THE DEDUCTION AMOUNT HAS BEEN PAID.

PAGE 2(4)
<PAGE> 8
CONTRACT SUMMARY

INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995

CONTRACT NUMBER: 1234567 DATE OF ISSUE: AUG 1, 1995

ISSUE AGE: 35 MATURITY DATE: AUG 1, 20

PERIODIC DEDUCTION DAY: lST DAY OF EACH CONTRACT MONTH

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

TABLE OF TAX QUALIFICATION GUIDELINES FOR LIFE INSURANCE AS SET FORTH IN
SECTION 7702 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

<TABLE>
<CAPTION>
THE APPLICABLE PERCENTAGE SHALL DECREASE
ATTAINED AGE BY A RATABLE PORTION FOR EACH FULL YEAR:
------------- -----------------------------------------

MORE BUT NOT
THAN MORE THAN FROM TO
---- --------- ---- ---
<S> <C> <C> <C>
0 40 250 250
40 45 250 215
45 50 215 185
50 55 185 150
55 60 150 130
60 65 130 120
65 70 120 115
70 75 115 105
75 90 105 105
90 95 105 100
</TABLE>

WE MAY, AT ANY TIME, MAKE CHANGES, INCLUDING RETROACTIVE CHANGES, IN
THIS CONTRACT TO THE EXTENT THAT THE CHANGE IS REQUIRED BY ANY LAW OR
REGULATION ISSUED BY A GOVERNMENTAL AGENCY TO WHICH WE OR YOU ARE

PAGE 2(5)
<PAGE> 9
CONTRACT SUMMARY

INSURED: JOHN DOE CONTRACT DATE: AUG 1, 1995

CONTRACT NUMBER: 123457 DATE OF ISSUE: AUG 1, 1995

ISSUE AGE: 35 MATURITY DATE: AUG 1, 2055

PERIODIC DEDUCTION DAY: lST DAY OF EACH CONTRACT MONTH
- --------------------------------------------------------------------------------
COST OF INSURANCE RATES
(MONTHLY RATE FOR EACH $1000 OF COVERAGE AMOUNT)

<TABLE>
<CAPTION>
MAXIMUM MAXIMUM MAXIMUM MAXIMUM
AGE RATE AGE RATE AGE RATE AGE RATE
--- ------- --- ------- --- ------- --- --------
<S> <C> <C> <C> <C> <C> <C> <C>
35 0.18150 50 0.58590 65 2.25090 80 9.09340
36 0.19360 51 0.63840 66 2.46630 81 9.95610
37 0.20780 52 0.69760 67 2.69610 82 10.94090
38 0.22410 53 0.76490 68 2.94350 83 12.04620
39 0.24240 54 0.83900 69 3.21700 84 13.25080
40 0.26340 55 0.91900 70 3.52680 85 14.53250
41 0.28590 56 1.00420 71 3.88180 86 15.87440
42 0.31020 57 1.09410 72 4.29100 87 17.26970
43 0.33650 58 1.19050 73 4.75550 88 18.71940
44 0.36500 59 1.29590 74 5.26770 89 20.23610
45 0.39560 60 1.41320 75 5.81880 90 21.84550
46 0.42780 61 1.54520 76 6.40060 91 23.59540
47 0.46220 62 1.69490 77 7.00680 92 25.57450
48 0.49950 63 1.86310 78 7.64310 93 28.00750
49 0.54020 64 2.04930 79 8.33070 94 31.40160
</TABLE>

THE RATES USED IN COST OF INSURANCE. CALCULATIONS ARE GUARANTEED NOT TO EXCEED
THE MAXIMUM RATES SHOWN ABOVE

PAGE 2(6)
<PAGE> 10
BENEFITS-BASIC CONTRACT

DEATH BENEFIT If the Insured dies while this Contract is in effect,
we will, on receiving proof at our Office of the
Insured's death, pay the beneficiary the Death
Benefit of the basic contract within seven days. The
Death Benefit as described below will be the total
Amount Insured in effect at the date of death, less:

1. Any outstanding loan, secured by the basic
contract, and made under its "Cash Loan" provision;
and

2. Any monthly Deduction Amount due but not paid; and

3. Any amount payable to an assignee under a
collateral assignment of the contract.

The Amount Insured depends on:

1. the Insurance Option; and

2. the Stated Amount;

in effect at the date of death.

There are two Insurance Options. Under Option 1
(Level Option), the Amount Insured is the greater of:

1. The Stated Amount; or

2. Any minimum Amount Insured shown on the CONTRACT
SUMMARY as of the date of death.

Under Option 2 (Variable Option), the Amount Insured
is the greater of:

1. The Stated Amount as of the date of death plus the
Cash Value on the date of the Insured's death; or

2. Any minimum Amount Insured shown on the CONTRACT
SUMMARY as of the date of death.

MATURITY BENEFIT We will:

1. if the Insured is living on the Maturity Date; and

2. on surrender of this Contract:

pay to you:

1. the amount of the Cash Value;

2. less any outstanding loan secured by the basic
contract, and made under its "Cash Loans" provision;
and

3. less any amount payable to an assignee under a
collateral assignment of the basic contract.

On maturity, insurance will end and we will have no
other obligations under this Contract.

Page 4
<PAGE> 11
ADJUSTMENTS TO
BENEFITS If the Insured commits suicide within two years of
the Date of Issue, the Death Benefit will be limited
by the "Suicide" provision. If relevant information
was misstated in the Application, the Death Benefit
and the Maturity Benefit will be limited by the "Sex
and Age" provision. Our right to contest payment of
any death benefit is limited by the "Contest
provision.

REQUESTED CHANGES You may request changes at any time. The request
must be made:

1. in writing;

2. to our Office.

For an increase in the Stated Amount we may require.:

1. a new application; and

2. evidence of insurability satisfactory to us.

An increase will go into effect on the date shown on
the new CONTRACT SUMMARY we will send you.

We will effect any decrease on the later of:

1. the Deduction Day on or after the date we receive
your request at our Office; or

2. the Deduction Day on or after the day you request
it to be effective.

We will apply the decrease:

1. first against the most recent increase in the
Stated Amount;

2. then to other increases in the Stated Amount in
the reverse order in which they occurred; and

3. last, to the Stated Amount at issue of the basic
contract.

You may change the Insurance Option in effect. We
will effect the change on the Deduction Day on or
next following the date we receive the request. If
you request to change from Option 2 to Option 1, the
Stated Amount will be increased by the amount of the
Cash Value on that Deduction Day. If you request to
change from Option 1 to Option 2, the Stated Amount
will be decreased by the amount of the Cash Value.
We may require evidence of insurability satisfactory
to us if you request a change.

The remaining Amount Insured in effect after any
change may not be less than the Minimum Amount
Insured as shown on the CONTRACT SUMMARY. The
remaining Stated Amount may not be less than the
minimum Stated Amount as shown on the CONTRACT
SUMMARY

Page 5
<PAGE> 12
CONTRACT VALUES AND BENEFITS

CASH VALUES The first Deduction Day is the Contract Date. The
periodic Deduction Day is shown on the CONTRACT
SUMMARY.

On each Valuation Date, the Cash Value is equal to
the sum of the accumulated values in the Sub-Accounts
plus any Loan Account value. The accumulated value
in a Sub-Account equals a times b where:

a is the number of Variable Life Accumulation
Units on the Valuation Date; and
b is the then Variable Life Accumulation Unit
Value for that Sub Account

DEDUCTION AMOUNT The Deduction Amount is the periodic charge made
against the Cash Value. It is equal

1. the cost of insurance; plus
2. the cost of any additional benefits, as shown on
the CONTRACT SUMMARY, and for which a separate
charge is made; plus
3. the expense charges shown on the CONTRACT
SUMMARY; plus
4. any other applicable charges shown on the
CONTRACT SUMMARY.

We will take the Deduction Amount for a period out of
the Cash Value on each Deduction Day.

If the Cash Surrender Value on the Deduction Day
would not be enough to pay the Deduction Amount,
coverage will remain in effect during the late
period. The late period is shown on the CONTRACT
SUMMARY and begins on the day we mail you notice of a
possible lapse. If you do not make premium or loan
payments sufficient:

1. to cover the Deduction Amount;
2. by the end of the late period; this Contract
will end and will have no Cash Value.

if the Insured dies during the late period, the death
benefit will be reduced by any Deduction Amount due
but not paid.

The cost of insurance for any period is equal to c
times the result of a minus b where:

a is the Amount Insured for the month divided by the
Interest Factor shown on the CONTRACT SUMMARY;

b is the Cash Value on the Deduction Day after all
other parts of the Deduction Amount have been
deducted; and

c is the current cost of insurance at the Insured's
then attained age.

Page 6
<PAGE> 13
The cost of insurance is based on the Insured's
premium class shown on the CONTRACT SUMMARY for:

1. the Stated Amount at issue of the basic contract;
and

2. each increase in the Stated Amount.

When the Amount Insured must be increased to equal
the minimum Amount Insured, to determine the cost of
insurance for that increase we will use the premium
class for the most recent increase that required
evidence of insurability.

If:

1. you have elected Insurance Option 1; and

2. you have made increases in the Stated Amount;

the Cash Value will be first considered a part of the
Initial Stated Amount. If the Cash Value exceeds the
Initial Stated Amount, it will then be considered a
part of the Additional Stated Amount resulting from
increases in the order of those increases.

The cost of insurance rates are shown in the COST OF
INSURANCE TABLE. We may use rates less than those
shown. We will base these rates only on our future
outlook for mortality and expenses. Nothing in this
Contract will be affected by our actual mortality and
expense experience. Any change we make in the rates
will be on a uniform basis for insureds of the same
premium class.

CASH SURRENDER VALUE Cash Surrender Value means the Cash Value less:

1. any outstanding loan on or secured by this
Contract; and

2. any amounts deducted on surrender; and

3. any Transaction Charge on Surrender;

shown on the CONTRACT SUMMARY.

CASH SURRENDER We will pay the Cash Surrender Value to you, on
written request and surrender of this Contract,
without the consent of any beneficiary unless
irrevocably named.

We will calculate your Cash Surrender Value as of the
day we receive your request. You may make this
request at any time:

1. during the life of the Insured; and

2. before the Maturity Date.

This Contract will end on the later of:

1. the Deduction Day on or after the date we receive
your request for surrender at our Office; or

2. the Deduction Day on or after the day you request
the surrender to be effective.

You may make a written request to receive only a part
of the Cash Surrender Value at any time:

Page 7
<PAGE> 14
1. during the life of the Insured; and

2. before the Maturity Date.

The amount of any partial Cash Surrender may not
exceed the Cash Surrender Value. Each time you make
a partial Cash Surrender, we will deduct from the
proceeds the Surrender Charges and the Transaction
Charge shown on the CONTRACT SUMMARY.

We will reduce:

1. the Amount Insured; and

2. the Cash Value;

by the amount of the Cash Surrender. If you have
elected Death Benefit Option 1, we will reduce the
Stated Amount by the amount of the Cash Surrender.
After the reduction, the Amount Insured remaining
must be no less than the minimum Amount Insured shown
on the CONTRACT SUMMARY.

We will pay you the Cash Surrender Value within seven
days after we receive the request at our Office.

CONTINUATION OF If premium payments are not made as planned, and no
additional unscheduled premium payments INSURANCEare
received, this Contract will continue until the end
of the late period following the Deduction Day on
which the Cash Surrender Value would not be enough to
pay the monthly Deduction Amount due on that day, or
until the Maturity Date, if earlier. (See "Maturity
Benefit" Provision).

The amount of Cash Surrender Value depends on
investment experience as well as on premium paid.
Cash Loans and Cash Surrenders decrease the Cash
Surrender Value.

LOAN VALUE The Loan Value is shown on the CONTRACT SUMMARY

CASH LOANS We will, if you assign this Contract to us while it
is in effect, make a loan to you with this Contract
as security. We will pay you the loan within seven
days after we receive the request for the loan at our
Office.

The maximum loan available will be the Loan Value on
the date of the loan. The minimum amount of a loan
or of an increase to an existing loan is shown as the
Minimum Loan Amount on the CONTRACT SUMMARY. We will
deduct from the loan proceeds the amount of any
outstanding loan. We may also deduct interest on the
loan to the end of the current contract year.
Interest on the loan will be payable in advance, at
the beginning of each contract year at the rate shown
on the CONTRACT SUMMARY. Interest not paid when due
will be added to the loan and will bear interest at
the same rate.

Loans will be transferred form the Sub-Accounts in
proportion to the Cash Value in each Sub-Account as
of the date the loan is made, unless you request
otherwise. A Loan Account will be maintained while a
loan is outstanding and credited at the rate shown on
the CONTRACT

Page 8
<PAGE> 15
SUMMARY. The value of the Loan Account is the amount
of the outstanding loan plus any interest we credit
to the Loan Account, less any interest transferred to
the "Sub-Account.

All or part of any loan may be repaid while the
Insured is living and this Contract is in effect.
Loan repayments will be allocated to Sub-Accounts,
unless you otherwise state, in the same proportion as
premium payments are allocated in each Sub-Account.

If the Cash Surrender Value on the Deduction Day
would not be enough to pay the Deduction Amount,
coverage will remain in effect during the late
period. If you do not make premium or loan payments
sufficient:

1. to cover the Deduction Amount;

2. by the end of the late period;

this Contract will end and will have no Cash Value.

VALUATION PROVISIONS

APPLICATION OF PREMIUM We will apply the first net premium to provide
Variable Life Accumulation Units to the credit of the
basic contract as of the latest of:

1. the valuation next following receipt of the
premium for the basic contract at our Office; or

2. the Contract Date; or

3. the date this Contract becomes effective.

We will apply any net premium after the first as of
the valuation next following its receipt at our
Office. The net premium will be allocated to the
Sub-Accounts in the proportion stated:

1. in the application for this Contract; or

2. as you tell us from time to time.

You may change this allocation without penalty or
other charge.

NET PREMIUM The net premium is as stated in the CONTRACT SUMMARY.

NUMBER OF VARIABLE LIFE
ACCUMULATION UNIT We will determine the number of Variable Life
Accumulation Units to be credited to the basic
contract in each Sub-Account on payment of premium by
dividing a by b where:

a is the net premium applied to that Sub-Account;
and

b is the then Variable Life Accumulation Unit Value
of that Sub-Account.

VARIABLE LIFE ACCUMULATION
UNIT VALUE The initial value of a Variable Life Accumulation
Unit for each Sub-Account was set at $1.00. We
determine the value of a Variable Life Accumulation
Unit in each Sub-Account:

1. on each Valuation Date;
2. by multiplying:

a. the value on the immediately preceding
Valuation Date; by

Page 9
<PAGE> 16
b. the net investment factor for that Sub-Account for
the Valuation Period just ended

The value of a Variable Life Accumulation Unit on any
date other than a Valuation Date will be equal to its
value as of the next Valuation Date.

The net investment factor or a Sub-Account for any
Valuation Period is determined by dividing a by b and
subtracting c where;

a is
(1) the new asset value per share of the
Underlying Fund held in the Sub-Account as of the
Valuation Date, plus

(2) the per-share amount of any dividend or
capital gain distributions by the Underlying Fund if
the next-dividend date occurs in the Valuation Period
just ended; plus or minus

(3) a per-share charge or credit, as we may
determine as of the Valuation Date, for the reserves;
and

Page 10
<PAGE> 17
b is
(1) the net asset value per share of the Underlying
Fund held in the Sub-Account as of the last prior
Valuation Date; plus or minus

(2) the per-share charge or credit for tax reserves
as of the end of the last prior Valuation Date; and

c is the applicable Sub-Account deduction for the
interval in the Valuation Period. All Sub-Account
deductions are shown on the CONTRACT SUMMARY.

TRANSFER BETWEEN
SUB-ACCOUNTS As long as this Contract is in effect, we will
transfer all or any part of the Cash Value:

1. from one Sub-Account;

2. to any other Sub-Account available under the
contract;

3. on request, and in accordance with our rules.

We reserve the right to limit the number of transfers
between Sub-Accounts as shown on the CONTRACT
SUMMARY. In the event of a transfer, the number of
Accumulation Units credited to the Sub-Account from
which the transfer is made will be reduced. The
reduction will be determined by dividing:

1. the amount transferred; by

2. the Variable Life Accumulation Unit Value for that
Sub-Account as of the next valuation after we receive
your written request for transfer at our Office.

We will increase the number of Variable Life
Accumulation Units credited to the Sub-Account to
which the transfer is being made. The increase will
equal:

1. the amount transferred, divided by

2. the Variable Life Accumulation Unit Value for that
Sub-Account determined as of the next valuation after
we receive the request at our Office.

DEFERMENT OF PAYMENTS We may defer payment of any amounts which are based
on Contract Values which do not depend on the
investment performance of a Separate Account for up
to six months from the date of the request

EMERGENCY PROCEDURE If a national stock exchange is closed (except for
holidays or weekends) or trading is restricted due to
an existing emergency as defined by the Securities
and Exchange Commission so that we cannot value the
Sub-Accounts, we may postpone all procedures which
require valuation of the Sub-Accounts until valuation
is possible. Any provision of this Contract which
specifies a Valuation Date will be superseded by this
Emergency Procedure.

Page 11
<PAGE> 18
EXCHANGE OPTION

RIGHT TO EXCHANGE If this Contract is in effect, you may exchange it

1. any time during the first two contract years;

2. to a fixed benefit life insurance contract on the
life of the Insured;

3. without evidence of insurability.

The new contract will be issued:

1. by us or an insurance company affiliated with us;

2. in an amount which has the same or less Coverage
Amount (Amount Insured minus Cash Value) in effect at
the time of the exchange;

3. with premiums based on the same risk
classification(s) as this Contract;

4. with riders and incidental insurance benefits as
in this Contract if such riders and incidental
benefits are issued with the fixed benefit policy;

5. with the same date of issue and age at issue as in
this Contract.

This exchange is subject to an equitable adjustment
in payments and Cash Values to reflect variances, if
any, in the payments and Cash Values under this
Contract and the new contract.

PREMIUM PAYMENT AND REINSTATEMENT

PREMIUM Each premium is payable to us at our Office or to one
of our authorized representatives. No insurance will
take effect under this Contract until enough premium
to pay the first monthly Deduction Amount is paid.

Premium payments are flexible. You may change the
amount and frequency of payments. At any time before
the Maturity Date additional premium payments may be
made subject to our limits We may limit the number
and amount of additional payments.

The amount and frequency of the Planned Premiums are
shown in the CONTRACT SUMMARY. You may request us to
change the amount and frequency subject to our
minimum and maximum limits.

We reserve the right to limit any premium payment
which results in an increase in the net amount at
risk unless the Insured furnishes evidence of
insurability satisfactory to

The "Deduction Amount" provision of "CONTRACT VALUES
AND BENEFITS" explains what happens when there is not
enough Cash Surrender Value to pay the Deduction
Amount.

Page 12
<PAGE> 19
REINSTATEMENT If this Contract ends and has not been surrendered
for cash, you may restore this contract any time
within three years from the date to which cost of
insurance was paid. Evidence of insurability
acceptable to us is required. We also require
payment of the minimum reinstatement premium shown on
the CONTRACT SUMMARY. The net premium on
reinstatement is the premium paid, less any charges
deducted from premium and less any reinstatement
interest charged and less any Deduction Amounts due,
calculated ac of the Deduction Day following receipt
of premium at our Office. The Cash Value of the
basic contract on reinstatement will be that provided
by the net premium. Reinstatement interest will not
exceed 6 % a year.

OWNERSHIP, ASSIGNMENT AND BENEFICIARY

OWNERSHIP The original owner is shown in the application. You,
during the Insured's lifetime, may, without the
consent of any beneficiary unless irrevocably named,
exercise all rights given in this Contract

ASSIGNMENT Ownership is transferable by assignment. No
assignment is binding on us until we receive a copy
of the written assignment at our Office. We will not
determine if an assignment is valid.

Proof of interest must be filed with any claim under
a collateral assignment.

BENEFICIARY The original beneficiary is stated in the
application. You may name a new beneficiary during
the lifetime of the Insured and while this Contract
continues. Any change will be effective from the
date you signed the notice of change, even if the
Insured is not living when we receive it. We will
have no further responsibility for any payment we
make before we receive the notice at our Office.

The interest of any beneficiary who is not living
when the Insured dies will pass to you or your
executors, administrators or assigns unless you have
stated differently. The rights of any collateral
assignee may affect the interest of the beneficiary.

Page 13
<PAGE> 20
GENERAL PROVISIONS

CONTEST We will not use material misstatements made in the
application(s) to contest payment of any Death
Benefit represented by:

1. the Stated Amount at issue after the contract has
been in effect during the Insured's lifetime for two
years from Date of Issue;

2. increases in the Stated Amount after an increase
has been in effect during the Insured's lifetime for
two years from the date of that increase.

If this Contract is reinstated, this provision will
be measured from the reinstatement date.

SUICIDE If the Insured commits suicide, while sane or insane,
within two years from the Date of Issue, the Death
Benefit represented by the Initial Stated Amount will
be limited to:

1. the premium paid;

2. less the amount of any partial surrenders;

3. less any outstanding loan, secured by the basic
contract, and made under its "Cash Loans" provision;
and

4. less the Deduction Amount for any other Insureds
under this Contract.

If, within two years from the Date of Issue of any
increase in the Stated Amount, the Insured commits
suicide while sane or insane, the Death Benefit for
the increase will be limited to an amount equal to
the Deduction Amounts for the increase.

If this Contract is reinstated, this provision will
be measured from the reinstatement date.

SEX AND AGE If the Insured's sex or date of birth was misstated
in the application(s), all benefits of this Contract
are what the Deduction Amount would have purchased at
the correct sex and age. Proof of the Insured's age
may be filed at any time at our Office.

CHANGES You may change this Contract to another form or
amount, or both, with our consent and our
requirements. We may reduce premiums or grant values
or benefits greater than those stated in the
contract.

CONTRACT PAYMENTS All payments we make will be paid at our Office.

NO DIVIDENDS We will not pay any dividends under this Contract.

VOTING RIGHTS For each Sub-Account in which the basic contract is
credited with Variable Life Accumulation Units:

1. you, during the lifetime of the Insured; or

2. the beneficiary after the death of the Insured;

Page 14
<PAGE> 21
will be entitled to certain voting rights with
respect to that Sub-Account.

If current law requires, you will be entitled to
instruct us how to vote at meetings of the
shareholders of the Underlying Funds. We will
determine the number of votes as to which you will be
entitled to instruct us. If there is a change in the
law which permits us to vote the shares:

1. of the Underlying Funds;

2. without direction from you;

we reserve the right to do so.

ANNUAL STATEMENT At least once in each contract year, we will send you
a statement which shows:

1. the Amount Insured;

2. the Stated Amount;

3. the Cash Value; and

4. the amount of any outstanding loan;

as of the date of the statement, and which shows all:

1. premiums paid;

2. deductions; and

3. partial surrenders;

since the date of the last statement we sent to you.

SEPARATE ACCOUNTS We have exclusive and absolute ownership and control
of the assets of our Separate Accounts. The assets
of the Separate Account will be available to cover
the liabilities of our general account only to the
extent that those assets exceed the liabilities of
that Separate Account arising under the variable life
insurance contracts supported by that Separate
Account. The assets of the Separate Account will be
valued at least as often as any contract benefits
vary but at least monthly. Our determination of the
value of a Variable Life Accumulation Unit by the
method described in this Contract will be conclusive.
The investment policy of an Underlying Fund will not
be changed without the approval of the Insurance
Commissioner of the State of Connecticut.

Page 15
<PAGE> 22
OPTIONAL INCOME PROVISIONS

We will pay any amount payable under this Contract under the terms of any
Option if:

1. the amount is payable in one sum; and
2. the amount placed under an option is at least $5,000; and
3. the election is made:
a. in writing; and
b. by you, if the Insured is living; or
c. by the beneficiary, if the Insured has died.

Your election as to payments after the Insured dies is not binding on the payee
unless restricted in the election. If you have not made an election when the
Insured dies, the person or persons entitled to the insurance proceeds may make
the election. While the Insured is living, you may cancel an election you made:

1. before the Maturity Date if the contract is an endowment; or
2. before surrender if the contract has a Cash Value;

unless you made the election irrevocable.

If you cancel an election and have not named a beneficiary under this Contract
when the Insured dies, the beneficiary is you, your executors, administrators,
or assigns.

OPTION I--PAYMENTS OF A FIXED AMOUNT--We will make equal monthly payments
of the amount elected until the amount placed under this option, with
interest at a rate not less than 3 1/2% per year, has been paid. The
amount of each monthly payment must be at least $4.50 for each $1,000 of
proceeds. The last payment will include any amount that is not enough to
make another full payment.

OPTION 2--PAYMENTS OF A FIXED PERIOD--We will make equal monthly payments
as shown in Table A, for the number of years elected.

OPTION 3--AMOUNTS HELD AT INTEREST--We will keep amounts under this
option and pay interest on them (monthly, quarterly, semi-annually, or
annually, as elected) during the lifetime of the first payee, or for any
other period agreed on. Interest will be at rates we set from time to
time, but not less than 3 1/2% per year. We will not make interest
payments to any other payee after the 30th anniversary of the date this
option first became payable. On the 30th anniversary we will pay any
amounts being kept for any other payee in one sum. If the death of the
first payee occurs on or after the 30th anniversary, we will pay the
balance to the next payee in one sum.

OPTION 4--MONTHLY LIFE INCOME--We will make monthly payments, as shown in
Table B, during the lifetime of the person on whose life the payments are
based either:

1. with the number of payments assured for 60, 120, 180 or 240
months as elected; or
2. on the cash refund basis where, if at the death of that person
payments have been made for less than the number of months
elected, we will pay in one sum any amount used to provide this
income that exceeds the sum of monthly payments already made.

OPTION 5--JOINT AND SURVIVOR LEVEL AMOUNT MONTHLY LIFE INCOME--We will
make monthly payments, as shown in Table C based on the lifetime of two
persons. We will make monthly payments as long as either person lives.

The payments will be either:

1. without payments assured (no payments will be made after the death
of the survivor); or
2. with payments assured for 120 months.

OPTION 6--JOINT AND SURVIVOR MONTHLY LIFE INCOME--TWO-THIRDS TO
SURVIVOR--We will make

Page 16
<PAGE> 23
OPTIONAL INCOME PROVISIONS (CONTINUED)

monthly payments as shown in Table D, during the joint lifetime of two
persons on whose lives payments are based. After the death of either, we
will make payments of two-thirds the original amount during the lifetime
of the survivor. No payments will be made after the death of the
survivor.

OPTION 7--JOINT AND LAST SURVIVOR MONTHLY LIFE INCOME--MONTHLY PAYMENT
REDUCES ON DEATH OF FIRST PERSON NAMED--We will make monthly income
payments, as shown in Table E, during the joint lifetime of two persons
on whose lives payments are based. One of the two persons will be named
the first person. The other will be named the second person. If the
second person dies first, we will continue to make monthly payments
during the life of the first person. These payments will be in the same
amount that was payable during the joint lifetime of the two persons. If
the first person dies first, we will continue to make monthly payments
during the life of the second person in an amount equal to 50% of the
payments w e would have made during the lifetime of the first person. No
payments will be made after the death of the survivor.

OPTION 8--OTHER OPTIONS--We will make any other arrangements for income
payments as may be agreed on.

If any periodic payment due any payee is less than S50.00, we may make payments
less often.

If, at the date the first payment under an option is due, we have declared a
higher rate under an option, we will base the payments on the higher rate.

PAYMENT DUE--The first payment under an option, except Option 3, is due on the
date the proceeds become payable under that option. Under Option 3 the first
payment is due one month after that date.

PAYEE--We will make each payment under an elected option when due to the
designated payee, with the designation applying at the due date of each
payment. If two or more payees are to share payments under Option 3, we will
divide the proceeds on which interest is payable in the proportions designated.
Any rights of each payee will apply to each payee's share of the proceeds.

If any payee or the last surviving payee dies while receiving payments, we will
pay in one sum:

1. any amounts not paid which remain (as to that payee) under the
option; or
2. the present value of any remaining payments assured;

to the executors, administrators or assigns of that payee.

RIGHTS OF PAYEE - Unless restricted, a payee under Option 3 has the right to:

1. Elect Option 1, 2 or 4; but no election may be made under Option 1
or 2 which would continue payments past the 30th anniversary of the
date the first payment was due;
2. Withdraw part or all of the proceeds at any time but not more than
four times in any one calendar year; after four times in a calendar
year, the payee has the right to withdraw in one sum the entire
amount not already paid.

Unless restricted, the payee under options 1, 2, 4, 5, 6, and 7 has:

1. the right to assign any payments under an option; and
2. has the right to receive the present value of future benefits.

A payee has no right to receive the present value of future benefits under a
Life Income Option during the lifetime of the person on whose life the payments
are based.

Page 17
<PAGE> 24

OPTIONAL INCOME PROVISIONS (CONTINUED)

Any payee who has a right to withdraw or receive the present value of future
benefits can exercise that right to the exclusion of the rights of any
succeeding payee. The calculation of the present value of future benefits
under any option will be at an interest rate which will not exceed the actual
rate which was used to calculate those benefits by more than one percent.

If, at the time an option is elected, there is any outstanding loan on or
secured by this Contract, that loan may be repaid to us in whole or in part.

All amounts we hold and payments we make under an option are exempt from the
claims of all creditors to the extent allowed by law. Amounts payable under
any option are a part of and invested in our general corporate funds.

Table A--Monthly Payments For Fixed Period Per $1,000 of Proceeds--3 1/2%

<TABLE>
<CAPTION>
Monthly Monthly Monthly Monthly Monthly Monthly
Years Installment Years Installment Years Installment Years Installment Years Installment Years Installment
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 $84.654 6 $15.350 11 $9.086 16 $6.763 21 $5.565 26 $4.842
2 43.055 7 13.376 12 8.464 17 6.465 22 5.393 27 4.732
3 29.194 8 11.899 13 7.939 18 6.201 23 5.236 28 4.630
4 22.268 9 10.751 14 7.490 19 5.966 24 5.093 29 4.535
5 18.115 10 9.835 15 7.101 20 5.755 25 4.963 30 4.447
</TABLE>

Page 18
<PAGE> 25
Table B--Monthly Life Income Per $1,000 of Proceeds
Male

<TABLE>
<CAPTION>
Cash 60 120 180 240 Cash 60 120 180 240 Cash 60 120 180 240
Age Ref. Mo. Mo. Mo. Mo. Age Ref. Mo. Mo. Mo. Mo. Age Ref. Mo. Mo. Mo. Mo.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20* 3 35 3.39 3.38 3.37 3.36 44 4.06 4.20 4.18 4.14 4.09 68 6.10 6.87 6.52 6.01 .5.44
21 3.37 3.40 3.39 3.38 3.37 45 4.11 4.26 4.24 4.19 4 13 69 6.26 7.09 6.68 6.11 5.49
22 3.38 3.42 3.41 3.40 3.39 46 4.16 4.32 4.30 4.25 4.18 70 6.42 7.31 ~S.85 6,21 5.53
23 3.40 3.44 3.43 3.42 3.41 47 4.21 4.39 4.36 4.30 4.23 71 6.60 7.55 7.02 6.30 5.57

24 3.43 3.47 3.46 3.45 3.44 48 4.26 4.45 4.42 4.36 4.28 72 6.79 7.81 7.19 6.40 5.61
25 3.45 3.49 3.48 3.47 3.46 49 4.32 4.53 4.49 4.42 4.33 73 6.99 8.08 7.37 6.48 5.64
26 3.47 3.51 3.50 3.49 3.48 50 4.38 4.60 4.56 4.48 4.39 74 7.20 8.37 7.56 6.57 5.66
27 3.49 3.54 3.53 3.52 3.51 51 4.44 4.68 4.63 4.55 4.44 75 7.44 8.67 7.74 6.65 5.69
28 3.52 3.56 3.55 3.54 3 53 52 4.50 4.76 4.70 4.61 4.49 76 7.67 8.99 7.92 6.72 5.70

29 3.54 3.59 3.58 3.57 3.56 53 4.57 4.84 4.78 4.68 4.55 77 7.94 9.33 8.11 6.79 5.72
30 3.57 3.61 3.60 3.59 3.58 54 4.64 4.93 4.86 4.76 4.61 78 8.24 9.69 8.29 6.85 5.73
31 3.60 3.64 3.63 3.62 3.61 55 4.71 5.03 4.95 4.83 4.67 79 8.53 10.07 8.47 6.90 5.74
32 3.62 3.67 3.66 3.65 3.64 56 4.79 5.12 5.04 4.91 4.73 80 8.87 10.46 8.64 6.95 5.74
33 3.65 3.71 3.70 3.69 3.67 57 4.87 5.23 5.13 4.99 4.79 81 9.26 10.88 8.81 6.99 5.75

34 3.68 3.74 3.73 3.72 3.70 58 4.95 5.34 5.23 5.07 4.85 82 9.62 11.31 8.97 7.02 5.75
35 3.71 3.78 3.77 3.75 3.74 59 5.04 5.45 5.34 5.15 4.91 83 10.08 11.77 9.11 7.04 5.75
36 3.75 3.81 3.80 3.79 3.77 60 5.14 5.58 5.44 5.24 4.98 84 10.52 12.24 9.25 7.06 5.75
37 3.78 3.85 3.84 3.83 3.80 61 5.23 5.70 5.56 5.33 5.04 85 11.06 12.73 9.36 7.07 5.75
38 3.82 3.89 3.89 3.87 3.84 62 5.34 5.84 5.68 5.42 5.10 and
over
39 3.85 3.94 3.93 3.91 3.88 63 5.45 5.99 5.80 5.52 5.16
40 3.89 3.99 3.97 3.95 3.92 64 5.57 6.14 5.93 5.61 5.22
41 3.93 4.04 4.02 4.00 3.96 65 5.69 6.31 6.07 5.71 5.28
42 3.97 4.09 4.07 4.04 4.00 66 5.82 6.49 6.22 5.81 5.33
43 4.02 4.14 4.12 4.09 4.04 67 5.96 6.67 6.36 5.91 5.39
</TABLE>

* and under 20

TABLE B--MONTHLY LIFE INCOME PER $1,000 OF PROCEEDS
Female

<TABLE>
<CAPTION>
Cash 60 120 180 240 Cash 60 120 180 240 Cash 60 120 180 240
Age Ref. Mo. Mo. Mo. Mo. Age Ref. Mo. Mo. Mo. I Mo. Age Ref. Mo. Mo. Mo. Mo.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
20* 3.25 3.28 3.27 3.26 3.25 44 3.83 3.89 3.88 3.87 3.85 68 5.63 6.09 5.93 5.65 5.27
21 3.26 3.30 3.29 3.28 3.27 45 3.87 3.94 3.93 3.91 3.89 69 5.78 6.28 6.09 5.76 5.33
22 3.28 3.31 3.30 3.29 3.28 46 3.91 3.99 3.98 3.96 3.93 70 5.93 6.48 6.26 5.88 5.38
23 3.29 3.33 3.32 3.31 3.31 47 3.96 4.03 4.02 4.00 3.97 71 6.08 6.70 6.43 5.99 5.44

24 3.31 3.35 3.34 3.33 3.32 48 4.00 4.09 4.08 4.05 4.02 72 6.26 6.93 6.61 6.10 5.49
25 3.33 3.36 3.35 3.34 3 33 49 4.05 4.14 4.13 4.10 4.07 n 6.43 7.18 6.80 6.21 5.53
26 3.34 3.38 3.37 3.36 3.35 50 4.10 4.20 4.19 4.16 4.12 74 6.62 7.44 6.99 6.31 5.57
27 3.36 3.40 3.39 3.38 3.37 51 4.15 4.26 4.25 4.21 4.17 75 6.83 7.73 7.19 6.41 5.60
28 3.38 3.42 3.41 3.40 3 39 52 4.21 4.33 4.31 4.27 4.22 76 7.04 8.03 7.39 6.50 5.63

29 3.40 3.44 3.43 3.42 3.41 53 4.26 4.40 4.38 4.33 4.27 77 7.28 8.35 7.59 6.58 5.65
30 3.42 3.46 3.45 3 44 3 43 54 4.32 4.47 4.44 4.40 4.33 78 7.54 8.70 7.79 6.66 5.67
31 3.45 3.48 3.47 3.46 3.45 55 4.39 4.55 4.52 4.47 4.39 79 7.78 9.06 7.99 6.73 5.69
32 3.47 3.51 3.50 3.49 3.48 56 4.45 4.63 4.59 4.54 4.45 80 8.07 9.44 8.18 6.79 5.70
33 3.49 3.53 3.52 3.51 3.50 57 4.53 4.71 4.67 4.61 4.52 81 8.35 9.84 8.36 6.84 5.72

34 3.52 3.56 3.55 3.54 3 53 58 4.60 4.80 4.76 4.69 4.58 82 8.66 10.25 8.53 6.88 5.72
35 3.54 3.58 3.57 3.56 3.55 59 4.68 4.90 4.85 4.77 4.65 83 9.00 10.68 8.68 6.92 5.73
36 3.57 3.61 3.60 3.59 3.58 60 4.76 5.00 4.94 4.85 4.71 84 9.32 11.11 8.83 6.96 5.74
37 3.60 3.64 3.63 3.62 3.61 61 4.85 5.10 5.04 4.94 4.78 85 9.69 11.55 8.96 6.98 5.74
38 3.63 3.67 3.66 3.65 3.64 62 4.94 5.22 5.15 5.03 4.85 and
over
39 3.66 3.70 3.69 3.68 3.67 63 5.04 5.34 5.26 S.12 4.92
40 3.69 3.74 3.73 3.72 3.70 64 5.15 5.47 5.38 5.22 4.99
41 3.72 3.77 3.76 3.75 3.74 65 5.26 5.61 5.50 5.33 5.05
42 3.76 3.81 3.80 3.79 3.77 66 5.38 5.76 5.64 5.43 5.13
43 3.79 3.85 3.84 3.83 3.81 67 5.50 5.92 5.78 5.54 5.20
</TABLE>

* and under 20

Page 19
<PAGE> 26
Joint and Survivor Monthly Life Income Per $1,000 of Proceeds

<TABLE>
<CAPTION>
TABLE C--Level Amount TABLE D--2/3 To Survivor
------------------------------------------------------------------------------------------------------
Age and Sex Age and Sex
------------------------------------------------------------------------------------------------------
Male 50 55 60 65 70 50 55 60 65 70
- -----------------------------------------------------------------------------------------------------------------------
Fem. 55 60 65 70 75 55 60 65 70 75
- -----------------------------------------------------------------------------------------------------------------------
No 120 No 120 No 120 No 120 No 120 No No No No No
Ref. Mo. Ref. Mo. Ref. Mo. Ref. Mo. Ref. Mo. Ref. Ref. Ref. Ref. Ref.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
50 55 $4.04 $4.03 $4.17 $4.16 $4.28 $4.27 $4.37 $4.36 $4.45 $4.44 $4.40 $4.58 $4.77 $4.98 $5.21
51 56 4.07 4.06 4.20 4.19 4.32 4.31 4.42 4.41 4.51 4.50 4.44 4.62 4.82 5.04 5.28
52 57 4.08 4.08 4.23 4.22 4.36 4.35 4.48 4.47 4.57 4.56 4.47 4.66 4.86 5.09 5.34
53 58 4.12 4.11 4.27 4.26 4.41 4.40 4.53 4.52 4.63 4.62 4.51 4.70 4.91 5.15 5.40
54 59 4.14 4.13 4.30 4.29 4.45 4.44 4.59 4.58 4.70 4.69 4.54 4.74 4.96 5.21 5.47

55 60 4.17 4.16 4.34 4.33 4.50 4.49 4.64 4.63 4.77 4.75 4.58 4.79. 5.01 5.27 5.54
56 61 4.19. 4.18 4.37 4.36 4.54 4.53 4.70 4.69 4.84 4.82 4.62 4.83 5.07 5.33 5.61
57 62 4.21 4.20 4.40 4.39 4.59 4.58 4.76 4.75 4.91 4.89 4.65 4.87 5.12 5.39 5.69
58 63 4.23 4.22 4.44 4 43 4.63 4.62 4.82 4.81 4.99 4.97 4.69 4.92 5.17 5.46 5.77
59 64 4.26 4.25 4.47 4.46 4.68 4.67 4.88 4.87 5.06 5.04 4.73 4.97 5.23 5.52 5.85

60 65 4.28 4.27 4.50 4.49 4.72 4.71 4.95 4.93 5.14 5.12 4.77 5.01 5.29 5.59 5.93
61 66 4.30 4.29 4.53 4.52 4.77 4.76 5.01 4.99 5.22 5.19 4.81 5.06 5.34 5.66 6.01
62 67 4.32 4.31 4.56 4.55 4.81 4.80 5.07 5.05 5.31 5.27 4.85 5.11 5.40 5.73 6.10
63 68 4.34 4.33 4.59 4.58 4.86 4.84 5.13 5.11 5.39 5.35 4.90 5.16 5.47 5.81 6.19
64 69 4.35 4.34 4.62 4.61 4.90 4.89 5.20 5.17 5.48 5.43 4.94 5.21 5.53 5.89 6.29

65 70 4.37 4.36 4.64 4.63 4 95 4.93 5.26 5.23 5.56 5.52 4.98 5.27 5.59 5.96 6.38
</TABLE>

Table E--Joint and Last Survivor Monthly Life Income Per $1,000 of Proceeds
MONTHLY PAYMENT REDUCES ON DEATH OF FIRST PERSON NAMED

<TABLE>
<CAPTION>
Age and Sex Age and Sex-Second Person Named

Male 50 55 60 65 70
Female 55 60 65 70 75

No No No No No
Ref. Ref. Ref. Ref. Ref.
<S> <C> <C> <C> <C> <C> <C> <C>
50 55 $4.30 $4.37 $4.44 $4.49 $4.53
51 56 4.35 4.43 4.50 4.55 4.60
52 57 4.40 4.49 4.56 4.62 4.67

First 53 58 4.45 4.54 4.62 4.69 4.75
Person 54 59 4.51 4.60 4.69 4.76 4.82
Named
55 60 4.56 4.66 4.76 4.84 4.91
56 61 4.62 4.73 4.83 4.92 4.99
57 62 4.67 4.79 4.90 5.00 5.08
58 63 4.73 4.86 4.98 5.08 5.17
59 64 4.79 4.93 5.05 5.17 5.27

60 65 4.85 5.00 5.13 5.26 5.37
61 66 4.92 5.07 5.22 5.36 5.48
62 67 4.98 5.14 5.30 5.45 5.59
63 68 5.05 5.22 5.39 5.56 5.70
64 69 5.12 5.30 5.48 5.66 5.82

65 70 5.19 5.38 5.58 5.77 5.95
</TABLE>

We will furnish the amount of monthly income for other age combinations on
request. Age as used above means age when income begins.

Page 20
<PAGE> 27

THIS IS A FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE CONTRACT WITHOUT DIVIDENDS.
PREMIUMS CAN VARY BY FREQUENCY AND AMOUNT. PREMIUMS ARE PAYABLE FOR A SPECIFIED
PERIOD OR UNTIL THE INSURED'S PRIOR DEATH.

ENDORSEMENTS

<PAGE> 1

EXHIBIT 12

April 23, 1996

The Travelers Insurance Company
The Travelers Fund UL for Variable Life Insurance
One Tower Square
Hartford, Connecticut 06183

Gentlemen:

With reference to the Post-Effective Amendment No. 17 to the
Registration Statement on Form S-6 filed by The Travelers Insurance Company and
The Travelers Fund UL for Variable Life Insurance with the Securities and
Exchange Commission covering individual flexible premium variable life
insurance contracts, I have examined such documents and such law as I have
considered necessary and appropriate, and on the basis of such examination, it
is my opinion that:

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

2. The Travelers Fund UL for Variable Life Insurance is a duly
authorized and validly existing separate account established
pursuant to Section 38a-433 of the Connecticut General Statutes.

3. The variable life insurance contracts covered by the above
Registration Statement, and all Post-Effective Amendments related
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 and of The Travelers Fund UL for Variable Life Insurance.

4. Assets of The Travelers Fund UL for Variable Annuities are not
chargeable with liabilities arising out of any other business The
Travelers Insurance Company may conduct.

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

Very truly yours,

/s/Ernest J. Wright
Ernest J. Wright
General Counsel
Life and Annuities Division
The Travelers Insurance Company

<PAGE> 1

EXHIBIT 13

March 13, 1996

This document sets forth, as required by Rule 6e-3(T)(b)(12)(ii), the
administrative procedures that will be followed by the Travelers Insurance
Company in connection with the issuance of its flexible premium Variable Life
insurance contract, the transfer of assets held thereunder, and the redemption
by Policy owners of their interests in the contracts. The document also
describes the method that the Travelers will use in adjusting the payments and
cash values when a Contract is exchanged for a fixed benefit insurance policy,
as required by Rule 6e-3(T)(b)(13)(v)(B).

Transfer and Redemption Procedures

I. Purchase and Related Transactions

A. Premium Schedules and Underwriting Standards

This Contract is a flexible premium contract. The Contract owner must pay a
first premium greater than or equal to one-quarter of the Annual Minimum
Premium for the Contract to be issued. Annual Minimum Premium is based on an
applicant's issue age, sex, and initial Stated Amount. After the first
premium, The Travelers will bill Contract owners annually, semi-annually, or
quarterly for Planned Premium. Payment of Planned Premium will not guarantee
that the Contract will remain in effect. Failure to pay Planned Premium will
not necessarily cause the Contract to lapse. Other than the first premium, The
Travelers does not require the payment of a premium of any specified amount.

The Contract will be offered and sold pursuant to established underwriting
standards and in accordance with state insurance laws, which prohibit unfair
discrimination among Contract owners, but recognize that premiums must be based
upon factors such as age, health, or occupation.

B. Application and Initial Premium Processing

Upon receipt of a completed application, the Travelers will follow certain
insurance underwriting (i.e. evaluation of risk) procedures designed to
determine whether the applicant is insurable. This process may involve such
verification procedures as medical examinations and may require that further
information be provided by the proposed Insured before a determination can be
made. A Contract will not be issued until this underwriting procedure has been
completed.

The first premium will be applied to the Contract on the later of the Contract
Date or the date it is received at the Home Office. The Contract Date is the
date on which the
<PAGE> 2
contract, benefits, and provisions of the Contract become effective, and is the
date used to determine all future cyclical transactions for the Contract. Net
premiums received during the Applicant's Right to Cancel Period will be
allocated to the Cash Income Trust.

C. Premium Allocation

At the end of the Applicant's Right to Cancel Period, the account value in the
Cash Income Trust will be allocated (in whole percentages) among the Underlying
Fund(s) selected on the Application to purchase Accumulation Units in the
applicable Sub-Accounts. Net Premium payments received on or after the
expiration of the Applicant's Right to Cancel Period will be allocated among
the Sub-Accounts to purchase Accumulation Units in such Sub-Accounts as
directed by the Contract owner or, in the absence of directions, as stated in
the original application. The number of Accumulation Units of each Sub-Account
to be credited to the Contract once a Premium Payment has been received by the
Company will be determined by dividing the Premium Payment applied to the
Sub-Account by the Accumulation Unit Value of the Sub-Account next computed
following receipt of the payment.

D. Contract Loans

A Contract Owner may obtain a cash loan from the Company secured by the
Contract not to exceed 90% of the Contract's Cash Value (determined on the day
on which the Company receives the written loan request), less any surrender
penalties. No loan requests may be made for amounts of less than $100. If
there is a loan outstanding at the time a subsequent loan request is made, the
amount of the outstanding loan will be added to the new loan request. The
Company will charge interest on the outstanding amounts of the loan, which
interest must be paid in advance by the Contract Owner. During the first
thirteen Contract years, the full Loan Account Value will be charged an annual
interest rate of 7.4%; thereafter 3.85% will be charged.

The amount of the loan will be transferred as of the date the loan is made on a
pro rata basis from each of the Sub-Accounts attributable to the Contract
(unless the Contract Owner states otherwise) to another account (the "Loan
Account"). Amounts in the Loan Account will be credited by the Company with a
fixed annual rate of return of 4% (6% in New York and Massachusetts) and will
not be affected by the investment performance of the Underlying Funds. When
loan repayments are made, the amount of the repayment will be deducted from the
Loan Account and will be reallocated based upon premium allocation percentages
among the Sub-Accounts applicable to the Contract (unless the Contract Owner
states otherwise). The Company will make the loan to the Contract Owner within
seven days after receipt of the written loan request.

An outstanding loan decreases the Cash Surrender Value. All or any part of a
loan secured by a Contract may be repaid while the Contract is still in effect.
<PAGE> 3
E. Reinstatement

If the Contract lapses, the Contract Owner may reinstate the Contract upon
payment of the reinstatement premium (and any applicable charges) shown in the
Contract. A request for reinstatement may be made at any time within three
years of lapse (five years for contracts issued in Montana). The Net Premium
due upon reinstatement is at least one-quarter of the Annual Minimum Premium,
less any charges or fees, calculated as of the Deduction Date next following
receipt of premium by the company. The Cash Value of the Contract upon
reinstatement will be equal to the Net Premium. In addition, the Company
reserves the right to require satisfactory evidence of insurability.

F. Transfer of Cash Value

As long as the Contract remains in effect, the Contract Owner may request that
all or a portion of the Cash Value of a particular Sub-Account be transferred
to other Sub-Accounts. The Contract owner may make the request in writing by
mailing such request to the Company at its Home Office, or by telephone. The
Company reserves the right to restrict the number of such transfers to four
times in any Contract Year and to charge $10 for each additional transfer;
however, there is currently no charge for transfers.

G. Misstatement as to Sex and Age

If there has been a misstatement with regard to sex or age, benefits payable
will be adjusted to what the Contract would have provided with the correct
information.

II. Redemption Procedures: Surrender and Related Transactions

A. Surrender for Cash Value

As long as the Contract is in effect, a Contract Owner may elect, without the
consent of the beneficiary (provided the designation of beneficiary is not
irrevocable), to surrender the Contract and receive its "Cash Surrender Value";
i.e., the Cash Value of the Contract determined as of the day the Company
receives the Contract Owner's written request, less any outstanding contract
loan, and less any applicable Surrender Charges. For full surrenders, the
Company will pay the Cash Surrender Value of the Contract within seven days
following its receipt of the written request, or on the date requested by the
Contract Owner, whichever is later. The Contract will terminate on the
Deduction Date next following the Company's receipt of the written request, or
on the Deduction Date next following the date on which the Contract Owner
requests the surrender to become effective, whichever is later.

In the case of partial surrenders, the Cash Surrender Value will be equal to
the net amount requested to be surrendered minus any applicable Surrender
charges. The deduction from Cash Value for a partial surrender will be made on
a pro rata basis against the Cash Value
<PAGE> 4
of each of the Sub-Accounts attributable to the Contract (unless the Contract
Owner states otherwise in writing).

B. Benefit Claims

Death Benefits are payable within seven days of the Company's receipt of
satisfactory proof of the insured's death. The amount of Death Benefit
actually paid to the Contract beneficiary may be adjusted to reflect any
contract loan, suicide by the Insured within two years after the Issue Date of
the Contract, any material misstatements in the contract application as to age
or sex of the Insured, and any amounts payable to an assignee under a
collateral assignment of the Contract. In addition, if the Insured dies during
the 61-day period after the Company gives notice to the Contract Owner that the
Cash Surrender Value of the Contract is insufficient to meet the Monthly
Deduction Amount due against the Cash Value of the Contract, the Death Benefit
actually paid to the Contract Owner's beneficiary will be reduced by the amount
of the Deduction Amount that is due and unpaid.

A Contract Owner may change the Death Benefit option at any time prior to the
Insured's death by sending a written request to the Company. This change could
affect future values of Net Amount at Risk, and with some Option 2 to Option 1
changes involving substantially funded Contracts, there may be a cash
distribution which is included in the gross income of the Contract Owner.
Consequently, the cost of insurance charge which is based on the Net Amount at
Risk may be different in the future. If the change is from Option 2 to Option
1, the Stated Amount of the Contract will be increased by the Cash Value
(determined on the day the Company receives the written change request or on
the date the change is requested to become effective, if later). If the change
change is from Option 1 to Option 2, the Stated Amount of the Contract will be
decreased by the Cash Value (determined on the day the Company receives the
written change request) so that the Death Benefit payable under Option 2 at the
time of the change will equal that which would have been payable under Option
1. A person who wishes a level Net Amount at Risk and an increasing Death
Benefit may choose to change from Option 1 to Option 2. Likewise, a person who
wishes a level Death Benefit and a decreasing Net Amount at Risk would choose
Option 1, not Option 2. No change from Option 1 to Option 2 will be permitted
if the change results in a Stated Amount of less than the minimum amount of
$50,000.

A Contract Owner may request in writing that the Stated Amount of the Contract
be increased or decreased, provided that the Stated Amount after any decrease
may not be
<PAGE> 5
less than the minimum amount of $50,000. For purposes of determining the cost
of insurance charge, a decrease in the Stated Amount will reduce the Stated
Amount in the following order:
1) against the most recent increase in the Stated Amount;
2) to other increases in the reverse order in which they occurred;
3) to the initial Stated Amount

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

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

If the Insured is living on the Maturity Date (the anniversary of the Contract
Date on which the Insured is age 95), the Company will pay the Contract Owner
the Cash Value of the Contract, less any outstanding contract loan or Deduction
Amount due and unpaid. The Contract Owner must surrender the Contract to the
company before such payment can be made, at which point the Contract will
terminate and the Company will have no further obligations under the Contract.

Upon the Insured's attaining age 94, and at any time during the twelve months
thereafter, the Contract Owner may request that coverage be extended beyond the
Maturity Date (the "Maturity Extension Benefit"). (This Maturity Extension
Benefit may not be available in all jurisdictions.) After the Company has
received such request, but prior to the Maturity date, the Contract will
continue in force until the earlier of the death of the Insured or the date on
which the Contract Owner requests that the Contract terminate. Upon
termination of the Maturity Extension Benefit, a Death Benefit will be paid as
follows. On the Maturity Date, the Death Benefit will be the Cash Value less
any Loan Account Value and less any Deduction Amounts due but not paid. After
the Maturity Date, the Death Benefit will be the Cash Value less any Loan
Account Value. The Death Benefit is based on the experience of the
Sub-Accounts selected and is variable and is not guaranteed. After the
Maturity Date, periodic Deduction Amounts will no longer be charged against the
Cash Value and additional premiums will not be accepted.

C. Lapse

Except as provided by the Lapse Protection Guarantee Benefit, the Contract will
remain in effect until the Cash Surrender Value of the Contract is insufficient
to cover the
<PAGE> 6
Monthly Deduction Amount. If such event occurs, the Company will give written
notice to the Contract Owner indicating that if the amount shown in the notice
(which will be sufficient to cover the Deduction Amount due) is not paid within
61 days (the "Late Period"), the Contract may lapse. The Contract will
continue throughout the Late Period, but if no payment is forthcoming, it will
terminate at the end of the Late Period. If the person insured under the
Contract dies during the Late Period, the Death Benefit payable under the
Contract will be reduced by the Monthly Deduction Amount due plus the amount of
any outstanding loan.

Contract Owners may elect to have a Lapse Protection Guarantee benefit as part
of their Contract (as long as the Insured is not a substandard risk). The
Lapse Protection Guarantee benefit provides that if during the first three
Contract Years (the "Guarantee Period") the total premiums paid under the
Contract, less any Loan Account Value or partial surrenders, equal or exceeds
the cumulative applicable Monthly Premium Threshold shown on the Contract
Summary Page of the Contract, a Lapse Protection Guarantee will be in effect.
(This guarantee may not be available in all jurisdictions). This benefit
provides that the Contact will not lapse during the next Contract Month even if
the Cash Surrender Value is insufficient to pay the Monthly Deduction Amount
due, provided the next Contract Month is within the Guarantee Period.

The Premium Threshold will change if the Contract Owner makes a change in the
Stated Amount or adds or eliminates supplemental benefit riders under the
Contract. In such event, the Company will send the Contract Owner notice of
the new applicable Premium Threshold which must be met until the expiration of
the Guarantee Period in order for the guarantee to remain in effect.

D. Contract Loans

See purchases and Related Transactions- Contract Loans

E. Transfers

See purchases and Related Transactions- Transfer of Cash Value

III. Cash Adjustment Upon Exchange of the Contract

Once the Contract is in effect, it may be exchanged at any time during the
first 24 months after its issuance for a general account life insurance
contract issued by the Company (or an affiliated company) on the life of the
Insured. Benefits under the new life insurance contract will be described in
that contract. No evidence of insurability will be required. The Contract
Owner has the right to select the same Death Benefit or Net Amount at Risk as
the former Contract. Cost of insurance rates will be based on the same risk
classification as those of the former Contract. Any outstanding contract loan
must be
<PAGE> 7
repaid before the Company will make an exchange. In addition, there may be an
adjustment for the difference in Cash Value between the two contracts.

/s/Bennett D. Kleinberg, ASA
Bennett D. Kleinberg, ASA
Actuarial Assistant
<PAGE> 8

EXHIBIT 13

April 23,1996

Introduction

SEC Rule 6e-3(T)(b) requires that mortality and expense risk charges of
The Travelers' flexible premium Variable Life contract be:

a. within the range of industry practice for comparable flexible
premium VLI contracts
or
b. reasonable in relation to the risks assumed.

This memorandum represents that The Travelers' mortality and expense risk
charge of .80% for the first fifteen Contract Years, and 0.45% thereafter, is
reasonable and within the range of industry practice. It includes a brief
description of the analysis used to support this representation, and will be
maintained in the principal office of The Travelers and made available to the
Commission upon request.

Description of Mortality and Expense Risk Charges

A daily charge is deducted from the Separate Account UL for the mortality
and expense risks assumed by The Travelers. This charge will be at an annual
rate of .8% of assets in the Separate Account for the first fifteen Contract
Years, and at an annual rate of .45% of assets in the Separate Account
thereafter. If all the money collected from this charge is not needed to cover
the mortality and expense costs, the excess will be contributed to The
Travelers' general account.

Description of Mortality and Expense Risks

The Travelers will assume a mortality risk and expense risk with respect
to these Contracts. The mortality risk assumed is that the actual cost of
insurance charge specified in the Contract (and subject to the maximum rates
guaranteed in the Contract) may be insufficient to meet actual claims. The
expense risk assumed is that the expenses incurred in issuing and administering
the Contracts will exceed the administrative charges set forth in the Contract.
Administrative charges include the "Administrative Expense Charge", imposed at
an annual rate of .10% of assets in the Separate Account for the first fifteen
Contract Years, deducted daily, the "Administrative and Other Expense Charge",
deducted monthly during the first three Contract years and for three years
after an increase in Stated Amount, and 80% of the "Per Thousand of Stated
Amount Charge", imposed on full surrenders and applying to the portion of
Stated Amount which has been in effect for less than ten years. All charges
made under the Contract are subject to refund should the Contract owner
exercise the "Right the Cancel".

The mortality risk assumed by the Contract is greater than under
traditional policies or scheduled premium Variable Life contracts. The
flexible premium, withdrawal, and transfer of Cash Value features of the
Contract allow the Contract owner to manipulate the Net Amount at Risk, and
therefore the Cost of Insurance charge under death benefit Option 1 (the
"Level-
<PAGE> 9
Option"). Also, the death benefit automatically increases without underwriting
if the Cash Value of the Contract is in the tax corridor. This allows greater
exposure to antiselection and manipulation by the Contract owner.

Other Contract owner options add to the expense risk assumed by the
Contract. Features such as flexible premium payments, partial surrenders,
Contract loans, transfers of Cash Value, increases and decreases in Stated
Amount, and changes in Death Benefit Options, are all available to Contract
owners at no or minimal additional cost and without substantial restriction.
All require administrative action, and therefore magnify the expense risk for
these Contracts.

Analysis of Comparable Products

Rule 6e-3(T) provides for an exemption for risk charges provided that the
level of the charges are reasonable and within the range of industry practice.
In order to support this representation for the .8% mortality and expense risk
charge of this Contract for the first fifteen Contract Years, and .45%
thereafter, the charge was compared with the mortality and expense risk charges
for twenty-eight flexible premium variable life insurance products against
which this product competes. The mortality and expense risk charges in the
first year range from 0.50% to 0.90%. Nineteen of the twenty-eight products
had guaranteed mortality and expense risk charges of 0.90% in the first year.
Only two of the twenty-eight products had reductions in the mortality and
expense risk charge such that it is lower than .45%.

Conclusion

It is clear that The Travelers will incur both mortality and expense
risks with the contract. The analysis of mortality and expense risk charges
made for comparable products in the industry demonstrates that The Travelers'
mortality and expense risk charge is reasonable and within the range of
industry practice.

/s/ BENNETT D. KLEINBERG, ASA

Bennett D. Kleinberg, ASA
Actuarial Assistant
<PAGE> 10
April 23, 1996

Analysis of The Travelers
Distribution Financing Arrangement
of the Separate Account UL

This memorandum supports the representation that there is reasonable
likelihood that the distribution financing arrangement of the Separate Account
UL will benefit the Separate Account and its Contract owners. This memorandum
will be kept at the Principal Office of The Travelers and will be made
available to the Commission upon request.

I. The Contract

The Travelers' flexible premium Variable Life Insurance Contracts are
funded by The Travelers Separate Account UL. The Separate Account UL is
presently comprised of twenty-two sub-accounts, each of which invests
exclusively in one of the underlying funds. During the Applicant's Right to
Cancel Period, Net Premium paid will be invested in the Cash Income Trust.
After the expiration of the Applicant's Right to Cancel Period, the values in
the Cash Income Trust will be allocated to one or more of the Underlying Funds
as stated in the application to the Contract. A Contract owner may transfer
the cash values among the Underlying Funds. Net premium payments for a
Contract are allocated at the Contract owner's direction to one or more of the
Underlying Funds.

The Contracts are variable, because the Cash Value and, under certain
circumstances, the death benefit of the Contract, may increase or decrease
depending on the investment experience of the Underlying Funds. The Contract
will remain in effect until the Cash Surrender Value is insufficient to cover a
Deduction Amount due, and the Late Period expires without sufficient payment
being made. The Late Period is 61 days after The Travelers sends a notice of
any insufficiency to the Contract owner.

II. Deductions and Charges

A. Deductions from Premiums

On receipt of a premium payment, before allocation of the payment among
the Underlying funds, The Travelers will deduct a "Front-end Sales Charge".
This charge equals 2.5% of premium for Contracts with an initial Stated Amount
under $500,000, 2% for Contracts with an initial Stated Amount of $500.000 to
$1,000,000, and 0% for Contracts with an initial Stated Amount of $1,000,000 or
more. The sales charge is intended to cover the actual distribution expenses,
including agent sales commissions, advertising and printing of prospectuses.
In addition, a charge of 2.5% of premium will be deducted to cover state
premium taxes.
<PAGE> 11
B. Monthly Deduction

The Travelers will deduct from the Cash Value of the Contract an amount,
(the Deduction Amount), on the first day of each Contract month to cover the
administrative costs associated with the issuance of Contracts, the cost of
insurance and any supplemental benefits added by rider.

The monthly administrative charge is intended to cover the costs
associated with the issuance of these Contracts. This charge varies by issue
age and initial Stated Amount, and is made during the first three years of the
Contract, and for any increases in Stated Amount, for three years from the date
of increase. This charge is set at a level which does not exceed the average
expected cost of the administrative services associated with the issuance of
these Contracts.

The cost of insurance charge covers the expected mortality cost for basic
insurance coverage. The Supplemental Benefit Provisions charges will be
charged if the Contract includes supplemental benefit provisions.

C. Charges on Surrender

Two surrender charges apply to this Contract, a "Percent of Premium
charge" and a "Per Thousand of Stated Amount" charge.

1. "Percent of Premium" Charge: a contingent deferred sales charge will
be assessed upon a full or partial surrender of the Contract during the first
ten Contract Years. The charge will be 6% of the smallest of:

a. the amount of cash value being surrendered or
b. the amount of premiums actually paid within the five years
preceding surrender or
c. an amount equal to 150% of the Annual Minimum Premium for each
whole or partial Contract Year, up to a maximum of five Years, that
precedes the surrender.

2. "Per Thousand of Stated Amount" Charge: an additional surrender
charge is assessed on full surrender. This charge applies during the first ten
Contract years or ten years following an increase in Stated Amount, other than
an increase due to Cost of Living Adjustment or a change in Death Benefit
Option. This charge varies with issue age and initial Stated Amount, and
decreases by ten percent each year over the ten year period. No more than
twenty percent of this surrender charge is a sales charge. The remainder will
compensate The Travelers for administrative expenses not covered by other
administrative charges.

D. Charges Against the Separate Account

A daily charge is deducted from the Separate Account UL for mortality and
expense risks assumed by The Travelers. This charge will be at an annual rate
of .80% of assets in the Separate Account for the first fifteen Contract Years,
and at an annual rate of .45% of the assets in the Separate Account thereafter.
The mortality risk assumed is that the actual cost of insurance charge may be
insufficient to meet actual claims. The expense risk assumed is that expenses
<PAGE> 12
incurred in issuing and administering the Contracts will exceed the
administrative charges set forth in the Contract.

In addition, a daily charge is deducted from the Separate Account UL for
administrative expenses incurred by The Travelers. The charge will be at an
annual rate of .10% of assets in the Separate Account for the first fifteen
Contract Years. This fee is expected to cover the administrative costs
associated with the maintenance of the Contracts, and is set at a level which
does not exceed the average expected cost of the administrative services to be
provided while the Contract is in force.

III. Distribution Expenses

The Travelers will incur significant expenses in connection with the
distribution of the Contract. Distribution expenses include sales commissions,
advertising, and printing of prospectuses. The distribution expenses will be
paid with funds generated from the sales charges, which include the "Front-end"
sales charge, and the contingent deferred sales charges assessed upon
surrenders, (the "Percent of Premium" surrender charge and up to 20% of the
"Per Thousand of Stated Amount" surrender charge).

IV. Analysis of the Proposed Distribution Financing Arrangement

The contingent deferred sales charges will be used to cover a portion of
distribution expenses. However, these charges will not be assessed upon
issuance of the Contract and will not be deducted from any death benefit
proceeds payable under the Contract. Both surrender charges will be deducted
only if the Contract is surrendered during the first ten Contract years. The
"Per Thousand of Stated Amount" Charge will only be deducted upon surrender
during the first ten years following an increase in Stated Amount.

The imposition of a sales charge in the form of a contingent deferred
charge is more favorable to the Separate Account and Contract owners than a
charge deducted entirely from premiums or cash value in the first Contract
year. The amount of the Contract owner's investment in the Separate Account is
not reduced as it would be if the charge was taken in full from premiums or
Cash Value in the first Contract year. This permits Contract owners to receive
any positive investment experience on the portion of the sales charge that is
deferred. This reduces the cost of insurance charge for Contracts with a Level
Death Benefit Option, (by reducing the Net Amount at Risk), and provides
greater insurance protection for Contract owners with a Variable Death Benefit
Option.

Also, there is no charge for Contract owners who do not surrender during
the first ten Contract years, or the first ten years following an increase in
Stated Amount, and the charge is reduced for Contract owners who surrender in
Contract years two through ten. Finally, every Contract owner receives
insurance protection without incurring this sales charge prior to surrender.
<PAGE> 13

V. Conclusion

Based on the analysis set forth above, there is a reasonable likelihood
that the distribution financing arrangement proposed will benefit the Separate
Account UL and its Contract owners.

/s/ BENNETT D. KLEINBERG, ASA

Bennett D. Kleinberg, ASA
Actuarial Assistant

<PAGE> 1

EXHIBIT 15(b)

THE TRAVELERS FUND UL FOR VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, MICHAEL A. CARPENTER of Greenwich, Connecticut, Director,
President and Chief Executive Officer of The Travelers Insurance Company
(hereinafter the "Company"), do hereby make, constitute and appoint JAY S.
FISHMAN, Director and Chief Financial Officer of said Company, and ERNEST J.
WRIGHT, Assistant Secretary of said Company, or either one of them acting
alone, my true and lawful attorney-in-fact, for me, and in my name, place and
stead, to sign registration statements on behalf of said Company on Form S-6 or
other appropriate form under the Securities Act of 1933 for The Travelers Fund
UL for Variable Life Insurance Contracts, a separate account of the Company
dedicated specifically to the funding of variable life insurance contracts to
be offered by the Company, and further, to sign any and all amendments thereto,
including post-effective amendments, that may be filed by the Company on behalf
of said registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of June,
1995.

/s/Michael A. Carpenter
Director, President and
Chief Executive Officer
The Travelers Insurance Company

<PAGE> 1
EXHIBIT 15(c)

THE TRAVELERS FUND UL FOR VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, JAY S. FISHMAN of Haworth, New Jersey, Director of The
Travelers Insurance Company (hereinafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Assistant Secretary of said Company,
and KATHLEEN A. McGAH, Assistant Secretary of said Company, or either one of
them acting alone, my true and lawful attorney-in-fact, for me, and in my name,
place and stead, to sign registration statements on behalf of said Company on
Form S-6 or other appropriate form under the Securities Act of 1933 for The
Travelers Fund UL for Variable Life Insurance Contracts, a separate account of
the Company dedicated specifically to the funding of variable life insurance
contracts to be offered by the Company, and further, to sign any and all
amendments thereto, including post-effective amendments, that may be filed by
the Company on behalf of said registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day
of April, 1996.

/s/Jay S. Fishman
Director
The Travelers Insurance Company
<PAGE> 2
Exhibit 15(c)

THE TRAVELERS FUND UL FOR VARIABLE LIFE INSURANCE

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, IAN R. STUART of East Hampton, Connecticut, Vice
President, Chief Financial Officer, Chief Accounting Officer and Controller of
The Travelers Insurance Company (hereinafter the "Company"), do hereby make,
constitute and appoint ERNEST J. WRIGHT, Assistant Secretary of said Company,
and KATHLEEN A. McGAH, Assistant Secretary of said Company, or either one of
them acting alone, my true and lawful attorney-in-fact, for me, and in my name,
place and stead, to sign registration statements on behalf of said Company on
Form S-6 or other appropriate form under the Securities Act of 1933 for The
Travelers Fund UL for Variable Life Insurance Contracts, a separate account of
the Company dedicated specifically to the funding of variable life insurance
contracts to be offered by the Company, and further, to sign any and all
amendments thereto, including post-effective amendments, that may be filed by
the Company on behalf of said registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 1st day
of April, 1996.

/s/Ian R. Stuart
Vice President, Chief Financial Officer,
Chief Accounting Officer and Controller
The Travelers Insurance Company