TRAVELERS TIMED GROWTH & INCOME STOCK ACC FOR VARIABLE ANNU, 485APOS, 1999-02-24

TRAVELERS TIMED GROWTH & INCOME STOCK ACC FOR VARIABLE ANNU
485APOS, 1999-02-24

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<PAGE> 1
Registration Statement No. 33-13052
811-5090

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 14

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 16

THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES
(Exact name of Registrant)

THE TRAVELERS INSURANCE COMPANY
(Name of Insurance Company)

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

Insurance Company's Telephone Number, including Area Code: (860) 277-0111
--------------

ERNEST J. WRIGHT
Secretary to the Board of Managers
The Travelers Timed Growth and Income
Stock Account for Variable Annuities
One Tower Square
Hartford, Connecticut 06183
----------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:
-------------------

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

______ immediately upon filing pursuant to paragraph (b) of Rule 485.
______ on _____, 1999 pursuant to paragraph (b) of Rule 485.
______ 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
X on April 26, 1999 pursuant to paragraph (a)(1) of Rule 485.
- ------
______ 75 days after filing pursuant to paragraph (a)(2).
______ on ___________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

______ This Post-Effective Amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE> 2

PART A

INFORMATION REQUIRED IN A PROSPECTUS
<PAGE> 3

UNIVERSAL ANNUITY
PROSPECTUS
- --------------------------------------------------------------------------------

This prospectus describes Universal Annuity, a flexible premium variable annuity
Contract (the "Contract") issued by The Travelers Insurance Company (the
"Company," "us" or "we").

The Contract's value will vary daily to reflect the investment experience of the
funding options you select and the interest credited to the Fixed Account. The
variable funding options are:

MANAGED SEPARATE ACCOUNTS

Travelers Growth and Income Stock Account ("Account GIS")
Travelers Money Market Account
("Account MM")
Travelers Quality Bond Account
("Account QB")
Travelers Timed Aggressive Stock Account ("Account TAS")
Travelers Timed Growth and Income Stock
Account ("Account TGIS")
Travelers Timed Short-Term Bond Account ("Account TSB")

TRAVELERS FUND U FOR VARIABLE ANNUITIES

Capital Appreciation Fund
Dreyfus Stock Index Fund
High Yield Bond Trust
Managed Assets Trust
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund
Emerging Opportunities Fund
Global High-Yield Bond Fund
Intermediate-Term Bond Fund
International Equity Fund
Long-Term Bond Fund
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND
VIP Equity Income Portfolio
VIP Growth Portfolio
VIP High Income Portfolio
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II
VIP II Asset Manager Portfolio
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Templeton Asset Allocation Fund
(Class A)
Templeton Bond Fund (Class A)
Templeton Stock Fund (Class A)
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Cap Value Portfolio
TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio
Social Awareness Stock Portfolio
U.S. Government Securities Portfolio
Utilities Portfolio

THE FIXED ACCOUNT IS DESCRIBED IN APPENDIX A. SOME OF THE FUNDING OPTIONS MAY
NOT BE AVAILABLE IN ALL STATES. THIS PROSPECTUS MUST BE ACCOMPANIED BY THE
CURRENT PROSPECTUSES FOR FUND U'S UNDERLYING FUNDS. PLEASE READ AND RETAIN THEM
FOR FUTURE REFERENCE.

This prospectus provides the information that you should know before investing.
You can receive additional information by requesting a Statement of Additional
Information ("SAI") dated May 1, 1999. The SAI has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by reference into
this prospectus. To request a free copy write to The Travelers Insurance
Company, Annuity Services, One Tower Square, Hartford, Connecticut 06183-5030,
call 1-800-842-9368, or access the SEC's website (http://www.sec.gov). See
Appendix B for the SAI's table of contents.

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

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

PROSPECTUS DATED MAY 1, 1999
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<S> <C>
Summary......................................... 3
Fee Table....................................... 6
Condensed Financial Information................. 8
The Variable Annuity Contract................... 9
Contract Owner Inquiries...................... 9
Purchase Payments............................. 9
Accumulation Units.......................... 9
The Funding Options........................... 9
Transfers..................................... 12
Dollar-Cost Averaging (Automated
Transfers)................................ 12
Asset Allocation Advice..................... 13
Market Timing Services........................ 13
Market Timing Risks......................... 14
Access to your Contract Values................ 14
Systematic Withdrawals...................... 15
Charges and Deductions........................ 15
General..................................... 15
Withdrawal Charge........................... 16
Free Withdrawal Allowance................... 17
Premium Tax................................. 17
Administrative Charge....................... 17
Mortality and Expense Risk Charge........... 18
Funding Option Expenses..................... 18
Market Timing Services Fees................. 18
Managed Separate Account: Management and
Fees...................................... 18
Ownership Provisions.......................... 19
Types of Ownership.......................... 19
Beneficiary................................. 20
Annuitant................................... 20
Death Benefit................................. 20
Payment of Proceeds......................... 21
Death Proceeds after the Maturity Date...... 21
The Annuity Period.............................. 21
Maturity Date............................... 21
Allocation of Annuity....................... 22
Variable Annuity............................ 22
Determination of First Annuity Payment...... 22
Determination of Second and Subsequent
Annuity Payments.......................... 22
Fixed Annuity............................... 23
Payout Options................................ 23
Election of Options......................... 23
Annuity Options............................. 23
Income Options.............................. 24
Miscellaneous Contract Provisions............... 25
Right to Return............................. 25
Termination of Individual Contract.......... 25
Termination of Group Contract or Account.... 25
Distribution from One Account to Another
Account................................... 26
Required Reports............................ 27
Change of Contract.......................... 27
Assignment.................................. 27
Suspension of Payments...................... 27
Other Information............................... 27
The Insurance Company....................... 27
Financial Statements........................ 28
IMSA........................................ 28
Year 2000 Compliance........................ 28
Distribution of Variable Annuity
Contracts................................. 28
Conformity with State and Federal Laws...... 28
Voting Rights............................... 28
Legal Proceedings and Opinions.............. 30
The Separate Accounts........................... 30
Performance Information..................... 31
Federal Tax Considerations...................... 32
General Taxation of Annuities............... 32
Types of Contracts: Qualified or
Nonqualified.............................. 32
Investor Control............................ 32
Mandatory Distributions for Qualified
Plans..................................... 33
Nonqualified Annuity Contracts.............. 33
Qualified Annuity Contracts................. 33
Penalty Tax for Premature Distributions..... 33
Diversification Requirements................ 34
Managed Separate Accounts....................... 34
The Travelers Growth and Income Stock Account
For Variable Annuities (Account GIS).......... 34
The Travelers Quality Bond Account For Variable
Annuities (Account QB)........................ 35
The Travelers Money Market Account For Variable
Annuities (Account MM)........................ 36
The Travelers Timed Growth and Income Stock
Account For Variable Annuities (Account
TGIS)......................................... 38
The Travelers Timed Short-Term Bond Account For
Variable Annuities (Account TSB).............. 39
The Travelers Timed Aggressive Stock Account For
Variable Annuities (Account TAS).............. 41
The Travelers Timed Bond Account For Variable
Annuities(Account TB)......................... 42
Investments, Practices and Risks of the Managed
Separate Accounts............................. 44
Investments at a Glance......................... 48
Appendix A (The Fixed Account).................. A-1
Appendix B (Condensed Financial Information).... B-1
Appendix C (Contents of Statement of Additional
Information................................... C-1
</TABLE>

INDEX OF SPECIAL TERMS

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

<TABLE>
<S> <C>
Accumulation Units.............................. 9
Annuitant....................................... 21
Annuity Payments................................ 21
Annuity Unit.................................... 9
Cash Surrender Value............................ 14
Cash Value...................................... 9
Contract Date................................... 9
Contract Owner (You, Your or Owner)............. 9
Contract Year................................... 9
Funding Option(s)............................... 9
Income Payments................................. 24
Individual Account.............................. 9
Managed Separate Account........................ 9
Maturity Date................................... 21
Owner's Account................................. 9
Participant..................................... 9
Participant's Interest.......................... 9
Plan............................................ 10
Purchase Payment................................ 9
Underlying Funds................................ 9
Written Request................................. 9
</TABLE>

2
<PAGE> 5

SUMMARY:
TRAVELERS UNIVERSAL ANNUITY

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

CAN YOU GIVE ME A DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The Contract is
intended for retirement savings or other long-term investment purposes. The
Contract provides a death benefit as well as guaranteed income options. You
direct your payment(s) to one or more of the variable funding options and/or to
the Fixed (Flexible Annuity) Account. The variable funding options are designed
to produce a higher rate of return than the Fixed Account; however, this is not
guaranteed. You may gain or lose money in the funding options.

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

During the income phase, you may choose to receive income payments from the
Fixed Account or the variable funding options. If you want to receive scheduled
payments from your annuity, you can choose from a number of annuity options.

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

WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with (1) individual nonqualified purchases; (2) Individual
Retirement Annuities (IRA) or IRA Rollover pursuant to Section 408 of the
Internal Revenue Code of 1986, as amended; and (3) qualified retirement plans
(which include contracts qualifying under Section 401(a), 403(b), 408(b) or 457
of the Internal Revenue Code.

You may purchase a qualified Contract with an initial payment of at least $20,
except in the case of an IRA, for which the minimum initial payment is $1,000.
Under a qualified Contract, you may make additional payments of at least $20.
For nonqualified Contracts, the minimum initial purchase payment is $1,000, and
$100 thereafter.

WHO IS THE CONTRACT ISSUED TO? If you purchase an individual contract, you are
the contract owner. If a group "allocated" contract is purchased, we issue
certificates to the individual participants. If a group unallocated contract is
purchased, we issue only the contract. Where we refer to "you," we are referring
to the individual contract owner, or to the group participant, as applicable.
For convenience, we refer to both contracts and certificates as "contracts."

We issue group contracts in connection with retirement plans. Depending on your
retirement plan provisions, certain features and/or funding options described in
this prospectus may not be available to you (for example, dollar-cost averaging,
the CHART program, etc.). Your retirement

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<PAGE> 6

plan provisions supercede the prospectus. If you have any questions about your
specific retirement plan, contact your plan administrators.

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

WHAT TYPES OF INVESTMENT OPTIONS ARE AVAILABLE? You can direct your money into
the Fixed (Flexible Annuity) Account and any or all of the variable funding
options shown on the cover page. The funding options are described in the
prospectuses for the funds. Depending on market conditions, you may make or lose
money in any of these options.

The value of the Contract will vary depending upon the investment performance of
the funding options you choose. Refer to the SAI for performance information for
each funding option. Past performance is not a guarantee of future results.

You can transfer between the funding options as frequently as you wish without
any current tax implications. Currently there is no charge for transfers, nor a
limit to the number of transfers allowed. We may, in the future, charge a fee
for any transfer request, or limit the number of transfers allowed. At the
minimum, we would always allow at least one transfer every six months.

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance
features and investment features, and there are costs related to each. For each
contract we deduct a semiannual administrative charge of $15. The annual
insurance charge is 1.25% of the amounts you direct to the variable funding
options. Each funding option also charges for management, any applicable asset
allocation fee and other expenses. Please refer to the Fee Table for more
information about the charges.

If you withdraw amounts from the Contract, we may deduct a withdrawal charge (of
5% for five years) of the purchase payments you made to the Contract. If you
withdraw all amounts under the Contract, or if you begin receiving
annuity/income payments, the Company may be required by your state to deduct a
premium tax.

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

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

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. After the first contract
year, you may withdraw up to 10% of the cash value (as of the end of the
previous contract year) without a deferred sales charge. Of

4
<PAGE> 7

course, you may have to pay income taxes, a federal tax penalty or premium taxes
on any money you take out.

You may choose to receive monthly, quarterly, semiannual or annual
("systematic") withdrawals of at least $50 if your Contract's cash value is
$5,000 or more. All applicable sales charges and premium taxes will be deducted.

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

Any amount paid will be reduced by any applicable premium tax, outstanding loans
or surrenders not previously deducted. Certain states may have varying age
requirements. Please refer to the Death Benefit section of the prospectus for
more details.

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

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

- MARKET TIMING PROGRAM. If allowed, you may elect to enter into a
separate market timing services agreement with registered investment
advisers who provide market timing services. These agreements permit
the registered investment advisers to act on your behalf by
transferring all or a portion of the Cash Value from one Market Timed
Account to another. The registered investment advisers can transfer
funds only from one Market Timed Account to another Market Timed
Account. Purchase Payments are allocated to the following Funding
Options when you participate in the Market Timing Program: Travelers
Timed Growth and Income Stock Account; Travelers Timed Short-Term Bond
Account and Travelers Timed Aggressive Stock Account. The Market
Timing Program and applicable fees are fully described in a separate
Disclosure Statement.

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

5
<PAGE> 8

FEE TABLE
- --------------------------------------------------------------------------------
ACCOUNTS GIS, QB, MM, TGIS, TSB, TAS AND TB
FUND U AND ITS UNDERLYING FUNDS

CONTRACT CHARGES AND EXPENSES

<TABLE>
<S> <C>
CONTINGENT DEFERRED SALES CHARGE (as a percentage of
purchase payments withdrawn)
If withdrawn within 5 years after the purchase
payment is made..................................... 5.00%
If withdrawn 5 or more years after the purchase
payment is made..................................... 0%
SEMIANNUAL CONTRACT ADMINISTRATIVE CHARGE.............. $15
ANNUAL SEPARATE ACCOUNT EXPENSES
MORTALITY AND EXPENSE RISK CHARGE (as a percentage of
average net assets of
Managed Separate Accounts and Fund U)............... 1.25%
FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the funding
option as of December 31, 1998, unless otherwise noted.)
</TABLE>

<TABLE>
<CAPTION>
MARKET ANNUAL
INVESTMENT ALTERNATIVE MANAGEMENT FEE TIMING FEE(1) EXPENSES(2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
MANAGED SEPARATE ACCOUNTS
Account GIS......................................... 0.62% n/a 0.62%
Account MM.......................................... 0.32% n/a 0.32%
Account QB.......................................... 0.32% n/a 0.32%
Account TAS......................................... 0.35% 1.25% 1.60%
Account TB*......................................... 0.50% 1.25% 1.75%
Account TGIS........................................ 0.32% 1.25% 1.57%
Account TSB......................................... 0.32% 1.25% 1.57%
</TABLE>

* Travelers Timed Bond Account. Not available to new Contract Owners.

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL
(AFTER EXPENSE (AFTER EXPENSE UNDERLYING
REIMBURSEMENT) REIMBURSEMENT) FUND EXPENSES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
UNDERLYING FUNDING OPTIONS
Capital Appreciation Fund............................... % % %
Dreyfus Stock Index Fund................................ % % %
High Yield Bond Trust................................... % % %
Managed Assets Trust.................................... % % %
AMERICAN ODYSSEY FUNDS, INC.
Core Equity Fund.................................... % % %
Emerging Opportunities Fund......................... % % %
Global High-Yield Bond Fund......................... % % %
Intermediate-Term Bond Fund......................... % % %
International Equity Fund........................... % % %
Long-Term Bond Fund................................. % % %
AMERICAN ODYSSEY FUNDS, INC.**
Core Equity Fund.................................... % % %
Emerging Opportunities Fund......................... % % %
Global High-Yield Bond Fund......................... % % %
Intermediate-Term Bond Fund......................... % % %
International Equity Fund........................... % % %
Long-Term Bond Fund................................. % % %
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio................................. % % %
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND
Equity Income Portfolio............................. % %(3) %
Growth Portfolio.................................... % %(3) %
High Income Portfolio............................... % %(3) %
</TABLE>

6
<PAGE> 9

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL
(AFTER EXPENSE (AFTER EXPENSE UNDERLYING
REIMBURSEMENT) REIMBURSEMENT) FUND EXPENSES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio............................. % %(3) %
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Templeton Asset Allocation Fund..................... % %(4) %
Templeton Bond Fund................................. % % %
Templeton Stock Fund................................ % %(4) %
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio........................... % %(6) %
G.T. Global Strategic Income Portfolio*............. % %(7) %
MFS Total Return Portfolio.......................... % %(6) %
Putnam Diversified Income Portfolio................. % %(6) %
Smith Barney High Income Portfolio.................. % %(6) %
Smith Barney International Equity Portfolio......... % %(6) %
Smith Barney Large Cap Value Portfolio
(formerly Smith Barney Income and Growth
Portfolio)........................................ % %(6) %
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock Portfolio................. % %(5) %
Social Awareness Stock Portfolio.................... % % %
U.S. Government Securities Portfolio................ % % %
Utilities Portfolio................................. % % %
</TABLE>

NOTES:

The purpose of this Fee Table is to help you understand the various costs and
expenses that you will bear, directly or indirectly, under the Contract. The
information, except as noted, reflects expenses of the managed separate accounts
as well as Fund U and its underlying funds for the fiscal year ending December
31, 1998. For additional information, including possible waivers or reductions
of these expenses, see "Charges and Deductions." Expenses shown do not include
premium taxes, which may apply. "Other Expenses" include operating costs of the
Separate Account or fund. These expenses are reflected in each funding option's
net asset value and are not deducted from the account value under the Contract.

* Not available to new Contract Owners.

** Includes 1.25% CHART asset allocation fee.

(1) Contract Owners may discontinue market timing services at any time and
thereby avoid any subsequent fees for those services by transferring to a
non-timed account.

(2) This figure does not include the mortality and expense risk charge which is
deducted from the daily unit value of each of the managed separate accounts.

(3) A portion of the brokerage commissions that certain funds pay was used to
reduce funds' expenses. In addition, certain funds have entered into
arrangements with their custodian whereby credits realized, as a result of
uninvested cash balances were used to reduce custodian expenses. Without
these reductions, the Total underlying Fund Expenses presented in this table
would have been 0.64% for ASSET MANAGER PORTFOLIO, 0.57% for EQUITY INCOME
PORTFOLIO, 0.67% for GROWTH PORTFOLIO, and 0.71% for HIGH INCOME PORTFOLIO.

(4) Management Fees and Total Fund Operating Expenses have been restated to
reflect the management fee schedule approved by shareholders and effective
May 1, 1997. Actual Management Fees and Total Expenses during 1997 were
lower.

(5) Other expenses reflect the current expense reimbursement management with
Travelers where Travelers has agreed to reimburse the Portfolios for the
amount by which their aggregate expenses (including management fees, but
excluding brokerage commissions, interest charges and taxes) exceeds 0.95%.
Without such arrangements, the Total Funding Option Expenses for the
Disciplined Mid Cap Stock Portfolio would have been 1.82%.

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

(7) Other expenses are as of October 31, 1997 and take into account the current
expense limitations agreed to by the Portfolio's investment manager (the
"Manager"). The Manager waived all of its fees for the period and reimbursed
the Portfolios for their expenses. Without such arrangements, the Total
Expenses for the G.T. GLOBAL STRATEGIC INCOME PORTFOLIO would have been
1.38%.

7
<PAGE> 10

EXAMPLE*

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

<TABLE>
<CAPTION>
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
INVESTMENT ALTERNATIVE 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MANAGED SEPARATE ACCOUNTS
Account GIS.......................... $ $ $ $ $ $ $ $
Account MM...........................
Account QB...........................
Account TAS..........................
Account TB**.........................
Account TGIS.........................
Account TSB..........................
UNDERLYING FUNDING OPTIONS
Capital Appreciation Fund...............
Dreyfus Stock Index Fund................
High Yield Bond Trust...................
Managed Assets Trust....................
AMERICAN ODYSSEY FUNDS, INC.(1)
Core Equity Fund.....................
Emerging Opportunities Fund..........
Global High-Yield Bond Fund..........
Intermediate-Term Bond Fund..........
International Equity Fund............
Long-Term Bond Fund..................
AMERICAN ODYSSEY FUNDS, INC.(2)
Core Equity Fund.....................
Emerging Opportunities Fund..........
Global High-Yield Bond Fund..........
Intermediate-Term Bond Fund..........
International Equity Fund............
Long-Term Bond Fund..................
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio..................
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND
Equity Income Portfolio..............
Growth Portfolio.....................
High Income Portfolio................
FIDELITY'S VARIABLE INSURANCE PRODUCTS FUND II
Asset Manager Portfolio..............
TEMPLETON VARIABLE PRODUCTS SERIES FUND
Templeton Asset Allocation Fund......
Templeton Bond Fund..................
Templeton Stock Fund.................
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio............
G.T. Global Strategic Income
Portfolio**
MFS Total Return Portfolio...........
Putnam Diversified Income
Portfolio..........................
Smith Barney High Income Portfolio...
Smith Barney International Equity
Portfolio..........................
Smith Barney Large Cap Value
Portfolio
(formerly Smith Barney Income and
Growth Portfolio)..................
THE TRAVELERS SERIES TRUST
Disciplined Mid Cap Stock
Portfolio..........................
Social Awareness Stock Portfolio.....
U.S. Government Securities
Portfolio..........................
Utilities Portfolio..................
</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE
EXAMPLE REFLECTS THE $15 SEMIANNUAL CONTRACT FEE AS AN ANNUAL CHARGE OF %
OF ASSETS.

** Not currently available to new Contract Owners in most states.

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

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

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

See Appendix B, page B-1.

8
<PAGE> 11

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

Travelers Universal Annuity is designed to help you accumulate money for
retirement. Certificates are issued to individual participants under a group
contract. Under the Contract, you (the contract owner or participant, as
applicable) make purchase payments to us and we credit them to your account. We
promise to pay you an income in the form of annuity or income payments,
beginning on a future date that you choose, the maturity date. The purchase
payments accumulate tax deferred in the funding options that you select. You
assume the risk of gain or loss according to the performance of the funding
options. The cash value is the amount of purchase payments, plus or minus any
investment experience or interest. The cash value also reflects all withdrawals
made and charges deducted. There is generally no guarantee that at the maturity
date the cash value will equal or exceed the total purchase payments made under
the Contract. The date the Contract and its benefits become effective is
referred to as the contract date. Each 12-month period following this contract
date is called a contract year. The record of accumulation units credited to an
owner is called the owner's account. The record of accumulation units credited
to a participant is called the individual account, or participant's interest.

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

CONTRACT OWNER INQUIRIES

If you have any questions about the Contract, call the Company's Home Office at
1-800-599-9460.

PURCHASE PAYMENTS

The initial purchase payment must be paid before the Contract becomes effective.

Minimum purchase payment amounts are:
- IRAs: $1,000
- Other tax-qualified retirement plans: $20 per participant (subject to plan
requirements)
- Nonqualified contacts: $1,000; minimum of $100 for subsequent payment

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

ACCUMULATION UNITS

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

THE FUNDING OPTIONS

You choose which of the variable funding options to have your purchase payments
allocated to. These include the managed separate accounts and the subsections of
Fund U, which invest in the underlying mutual funds. You will find detailed
information about the options and their inherent risks in the current
prospectuses for the funding options which must accompany this prospectus. You
are not investing directly in the underlying mutual fund. Since each option has
varying degrees

9
<PAGE> 12

of risk, please read the prospectuses carefully before investing. You may obtain
additional copies of the prospectuses by contacting your registered
representative or by calling 1-800-842-8573.

If any of the funding options becomes unavailable, or in the judgment of the
Company becomes inappropriate for the purposes of the Contract, the Company may
substitute another investment alternative. However, we will not make any
substitutions without notifying you and obtaining any applicable state and SEC
approval. From time to time we may add new funding options. Some of the Funding
options may not be available in every state due to various insurance regulations
or in every plan, due to plan restrictions.

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
INVESTMENT INVESTMENT INVESTMENT
OPTIONS OBJECTIVE ADVISER/SUBADVISER
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
MANAGED SEPARATE ACCOUNTS
Travelers Growth and Seeks long-term accumulation of principal through Travelers Asset Management
Income Stock Account capital appreciation and retention of net investment International Corporation
income. ("TAMIC")
Subadviser: Travelers
Investment Management
Company ("TIMCO")
Travelers Money Market Seeks preservation of capital, a high degree of TAMIC
Account liquidity and the highest possible current income
available from certain short-term money market
securities.
Travelers Quality Bond Seeks current income, moderate capital volatility and TAMIC
Account total return.
Travelers Timed Seeks growth of capital by investing primarily in a TIMCO
Aggressive Stock Account broadly diversified portfolio of common stocks.
Travelers Timed Growth Seeks long-term accumulation of principal through TIMCO
and Income Stock capital appreciation and retention of net investment
income.
Travelers Timed Short- Seeks high current income with limited price volatility. TIMCO
Term Bond Account
FUNDING OPTIONS
Capital Appreciation Fund Seeks growth of capital through the use of common TAMIC
stocks. Income is not an objective. The Fund invests Subadviser: Janus Capital
principally in common stocks of small to large companies Corp.
which are expected to experience wide fluctuations in
price in both rising and declining markets.
Dreyfus Stock Index Fund Seeks to provide investment results that correspond to Mellon Equity Securities
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.
High Yield Bond Trust Seeks generous income. The assets of the High Yield Bond TAMIC
Trust will be invested in bonds which, as a class, sell
at discounts from par value and are typically high risk
securities.
Managed Assets Trust Seeks high total investment return through a fully TAMIC
managed investment policy in a portfolio of equity, debt Subadviser: TIMCO
and convertible securities.
AMERICAN ODYSSEY FUNDS,
INC.
Core Equity Fund Seeks maximum long-term total return by investing American Odyssey Funds
primarily in common stocks of well-established Management, Inc.
companies. Subadviser: Equinox
Capital Management, Inc.
Emerging Opportunities Seeks maximum long-term total return by investing American Odyssey Funds
Fund primarily in common stocks of small, rapidly growing Management, Inc.
companies. Subadvisers: SG Cowen
Asset Management and
Chartwell Investment
Partners
Global High-Yield Bond Seeks maximum long-term total return (capital American Odyssey Funds
Fund appreciation and income) by investing primarily in Management, Inc.
high-yield debt securities from the United States and Subadviser: BEA Associates
abroad.
</TABLE>

10
<PAGE> 13

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
INVESTMENT INVESTMENT INVESTMENT
OPTIONS OBJECTIVE ADVISER/SUBADVISER
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
AMERICAN ODYSSEY FUNDS, INC. (CONTINUED)
Intermediate-Term Bond Seeks maximum long-term total return by investing American Odyssey Funds
Fund primarily in intermediate-term corporate debt Management, Inc.
securities, U.S. government securities, mortgage-related Subadviser: TAMIC
securities and asset-backed securities, as well as money
market instruments.
International Equity Fund Seeks maximum long-term total return by investing American Odyssey Funds
primarily in common stocks of established non-U.S. Management, Inc.
companies. Subadviser: Bank of
Ireland Asset Management
(U.S.) Limited
Long-Term Bond Fund Seeks maximum long-term total return by investing American Odyssey Funds
primarily in long-term corporate debt securities, U.S. Management, Inc.
government securities, mortgage-related securities, and Subadviser: Western Asset
asset-backed securities, as well as money market Management Company
instruments.
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
FIDELITY'S VARIABLE
INSURANCE PRODUCTS FUND
VIP Equity Income Seeks reasonable income by investing primarily in Fidelity Management &
Portfolio income- producing equity securities, in choosing these Research Company
securities, the portfolio manager will also consider the
potential for capital appreciation.
VIP Growth Portfolio Seeks capital appreciation by purchasing common stocks Fidelity Management &
of well-known, established companies, and small emerging Research Company
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.
VIP High Income Portfolio Seeks to obtain a high level of current income by Fidelity Management &
investing primarily in high yielding, lower-rated, Research Company
fixed-income securities, while also considering growth
of capital.
FIDELITY'S VARIABLE
INSURANCE PRODUCTS FUND II
VIP II Asset Manager Seeks high total return with reduced risk over the Fidelity Management &
Portfolio long-term by allocating its assets among stocks, bonds Research Company
and short-term fixed-income instruments.
TEMPLETON VARIABLE PRODUCTS
SERIES FUND
Templeton Asset Seeks a high level of total return with reduced risk Templeton Investment
Allocation Fund (Class A) over the long term through a flexible policy of Counsel, Inc.
investing in stocks of companies in any nation and debt
obligations of companies and governments of any nation.
Templeton Bond Fund Seeks high current income by investing primarily in debt Templeton Global Bond
(Class A) securities of companies, governments and government Managers
agencies of various nations throughout the world.
Templeton Stock Fund Seeks capital growth by investing primarily in common Templeton Investment
(Class A) stocks issued by companies, large and small, in various Counsel, Inc.
nations throughout the world.
TRAVELERS SERIES FUND, INC.
Alliance Growth Portfolio Seeks long-term growth of capital by investing Travelers Investment
predominantly in equity securities of companies with a Adviser ("TIA")
favorable outlook for earnings and whose rate of growth Subadviser: Alliance
is expected to exceed that of the U.S. economy over Capital Management L.P.
time. Current income is only an incidental
consideration.
MFS Total Return Seeks to obtain above-average income (compared to a TIA
Portfolio portfolio entirely invested in equity securities) Subadviser: Massachusetts
consistent with the prudent employment of capital. Financial Services Company
Generally, at least 40% of the Portfolio's assets will ("MFS")
be invested in equity securities.
Putman Diversified Income Seeks high current income consistent with preservation TIA
Portfolio of capital. The Portfolio will allocate its investments Subadviser: Putnam
among the U.S. Government Sector, the High Yield Sector, Investment Management,
and the International Sector of the fixed income Inc.
securities markets.
</TABLE>

11
<PAGE> 14

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

Up to 30 days before the maturity date, you may transfer all or part of the
contract value among available variable funding options. There are no charges or
restrictions on the amount or frequency of transfers currently; however we
reserve the right to charge a fee for any transfer request, and to limit
transfers to one in any six-month period. This does not apply to transfers by
third party market timing services among timed funding options. During the
annuity period, transfers are allowed only with our consent. Please refer to
Appendix A for information regarding transfers between the Fixed Account and the
variable funding options.

Since the available funding options have different investment advisory fees, a
transfer from one funding option to another could result in higher or lower
investment advisory fees. (See "Investment Advisory Fees.") We reserve the right
to modify transfer privileges at any time and to charge for transfers upon 30
days' notice to the contract owner (where permitted by law).

DOLLAR COST AVERAGING (AUTOMATED TRANSFERS)

By written request you may elect to have contract values transferred on a
monthly or quarterly basis from specific funding options to other funding
options. You may stop or change participation in the Dollar Cost Averaging
program at any time, provided we receive at least 30 days' written notice.

Automated transfers are subject to all Contract provisions, including those
relating to the transfer of money between funding options. Certain minimums may
apply to enroll in the program and to amounts transferred.

12
<PAGE> 15

ASSET ALLOCATION ADVICE

You may elect to enter into a separate advisory agreement with Copeland
Financial Services, Inc. ("Copeland"), an affiliate of the Company. Copeland
provides asset allocation advice under its CHART Program(R), which is fully
described in a separate Disclosure Statement. Under the CHART Program, purchase
payments and cash values are allocated among the six American Odyssey Funds.
Copeland's charge for this advisory service is a maximum of 1.50% of the assets
subject to the CHART Program. This fee is currently reduced by 0.25%, the amount
of the fee paid to the investment manager of American Odyssey Funds, and it is
further reduced for assets over $25,000. Another reduction is made for
participants in plans subject to ERISA with respect to amounts allocated to the
American Odyssey Intermediate-Term Bond Fund because that Fund has as its
subadviser an affiliate of Copeland. A $30 initial fee is also charged. The
CHART Program fee will be paid by quarterly withdrawals from the cash values
allocated to the American Odyssey Funds. The Company will not treat these
withdrawals as taxable distributions. The CHART Program may not be available in
all marketing programs through which the Universal Annuity Contract is sold.

MARKET TIMING SERVICES
- --------------------------------------------------------------------------------

Accounts TGIS, TSB and TAS ("Market Timed Accounts") are funding options
available to individuals who have entered into market timing services agreements
("market timing agreements") with registered investment advisers who provide
market timing services ("registered investment advisers"). These agreements
allow the registered investment advisers to act on your behalf by transferring
all or a portion of your cash value units from one Market Timed Account to
another. The registered investment advisers can transfer funds only from one
Market Timed Account to another Market Timed Account.

You may transfer account values from any of the Market Timed Accounts to any of
the other funding options. However, if you are in a Market Timed Account,
transfer all current account values and direct all future allocations to a
non-timed Funding option, the market timing agreements with the registered
investment advisers automatically terminate. If this occurs, the registered
investment advisers no longer have the right to transfer funds on your behalf.
Partial withdrawals from the Market Timed Accounts do not affect the market
timing agreements.

Copeland, a registered investment adviser and an affiliate of the Company,
provides market timing services for a fee. The fee equals 1.25% annually of the
current value of the assets subject to timing. Copeland also charges a $30
market timing application fee. If you terminate your market timing agreement and
decide to reenter a market timing agreement, the market timing fees will be
reassessed, and a new $30 application fee will be charged by Copeland.

We deduct the market timing fee from the assets of the Market Timed Accounts
according to a payment method for which the Company, Accounts TGIS, TSB and,
TAS, the original principal underwriter of the Contracts, and Copeland obtained
an exemptive order from the SEC on February 7, 1990 ("asset charge payment
method"). Although the market timing agreements are between you and Copeland; we
are a signatory to the agreements and are solely responsible for payment of the
fee to Copeland. On each Valuation Date, we deduct the amount necessary to pay
the fee from each Market Timed Account and, in turn, pay that amount to
Copeland. This is the only payment method available to those who enter into
market timing agreements. Individuals in the Market Timed Accounts may use
unaffiliated market timing investment advisers with our approval and if such
advisers agree to an arrangement substantially identical to the asset charge
payment method.

You are asked to approve annually the terms of the Distribution and Management
Agreement in order to continue the asset charge payment method. Because the
market timing services are provided according to individual agreements between
you and the registered investment advisers, the Boards of Managers of the Market
Timed Accounts do not exercise any supervisory or oversight role for services or
the related fees.

13
<PAGE> 16

Under the asset charge payment method, the daily deductions for market timing
fees are not treated by the Company as taxable distributions. (See "Federal Tax
Considerations".)

MARKET TIMING RISKS

If you invest in the Market Timed Accounts without a market timing agreement,
you may bear a higher proportion of the expenses associated with Separate
Account portfolio turnover. In addition, those who allocate amounts to these
Accounts without a market timing agreement will still have the market timing
fees deducted on a daily basis. We intend to identify any such individuals and
restore to their accounts, no less frequently than monthly, an amount equal to
the deductions for the market timing fees. However, this restored amount will
not reflect any investment experience of the fees deducted.

If you participate in a market timing agreement, you may be subject to the
following additional risks: (1) higher transaction costs; (2) higher portfolio
turnover rate; (3) investment return goals not being achieved by the registered
investment advisers which provide market timing services; and (4) higher account
expenses for depleting and, then starting up the account. Actions by the
registered investment advisers which provide market timing services may also
increase risks generally found in any investment, i.e., the failure to achieve
an investment objective, and possible lower yield. In addition, if more than one
market timing strategy uses a Market Timed Account, those who invest in the
Market Timed Account when others are transferred into or out of that Account by
the registered investment advisers may bear part of the direct costs incurred by
those individuals who were transferred. For example, if 90% of a Market Timed
Account is under one market timing strategy, and those funds are transferred
into or out of that Account, those constituting the other 10% of the Market
Timed Account may bear a higher portion of the expense for the transfer.

ACCESS TO YOUR CONTRACT VALUES
- --------------------------------------------------------------------------------

Under a group Contract, before a participant's maturity date, we will pay all or
any portion of that participant's cash surrender value to the owner or
participant, as provided in the plan. A Group contract owner's account may be
surrendered for cash without the consent of any participant, as provided in the
plan.

Under an Individual Contract, the contract owner may redeem all or any portion
of the cash surrender value any time before the maturity date. You must submit a
written request for withdrawal. We will make withdrawals pro rata from all the
funding options unless you specify the funding option(s) from which surrender is
to be made. The cash surrender value will be determined as of the business day
after we receive the surrender request at our Home Office.

We may defer payment of any cash surrender value for up to seven days after we
receive the request in good order. The cash surrender value equals the Contract
or Account cash value less any applicable withdrawal charge, outstanding cash
loans, and any premium tax not previously deducted. The cash surrender value may
be more or less than the purchase payments made depending on the value of the
Contract or account at the time of surrender.

For those participating in the Texas Optional Retirement Program, withdrawals
may only be made upon termination of employment, retirement or death as provided
in the Texas Optional Retirement Program.

Participants in Section 403(b) tax deferred annuity plans may not withdraw
certain salary reduction amounts before reaching age 59 1/2, unless withdrawn
due to separation from service, death, disability or hardship. (See "Federal Tax
Considerations.")

14
<PAGE> 17

SYSTEMATIC WITHDRAWALS

Each contract year, you may elect to take monthly, quarterly, semiannual or
annual systematic withdrawals of a specified dollar amount. Any applicable
premium taxes will be deducted. To elect this option, an election form provided
by the Company must be completed. Systematic withdrawals may be stopped at any
time, provided the Company receives at least 30 days' written notice.

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

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

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

GENERAL

We deduct the charges described below. The charges are for the service and
benefits we provide, costs and expenses we incur, and risks we assume under the
Contracts. We may also deduct a charge for taxes. Services and benefits we
provide include:

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

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

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

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

- the distribution of various reports to contract owners.

Costs and expenses we incur include:

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

- sales and marketing expenses, and

- other costs of doing business.

Risks we assume include:

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

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

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

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

We may reduce or eliminate the withdrawal charge, the administrative charges
and/or the mortality and expense risk charge under the Contract when certain
sales or administration of the Contract result in savings or reduced expenses
and/or risks. For certain trusts, we may change the

15
<PAGE> 18

order in which purchase payments and earnings are withdrawn in order to
determine the withdrawal charge. We will not reduce or eliminate the withdrawal
charge or the administrative charge where such reduction or elimination would be
unfairly discriminatory to any person.

WITHDRAWAL CHARGE

We do not deduct a sales charge from purchase payments when they are made to the
Contract. However, a withdrawal charge (deferred sales charge) of 5% will apply
if a purchase payment is withdrawn within five years of its payment date. This
deferred sales charge is deducted only from purchase payments withdrawn, not on
growth. For this calculation, the five years is measured from the first day of
the month the payment is made.

In the case of a partial withdrawal, payments made first will be considered to
be withdrawn first ("first in, first out"). In no event may the withdrawal
charge exceed 5% of premiums paid in the five years immediately preceding the
withdrawal date, nor may the charge exceed 5% of the amount withdrawn. Unless
the Company receives instructions to the contrary, the withdrawal charge will be
deducted from the amount requested.

For purposes of the withdrawal charge calculation, withdrawals will be deemed to
be taken in the following order:

(a) from any purchase payments to which no withdrawal charge applies;

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

(d) from any Contract earnings.

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

We will not deduct a withdrawal charge (1) from the distribution of death
proceeds; or (2) upon election of an annuity payout (based upon life
expectancy); or (3) made due to minimum distribution requirements.

The withdrawal charge will be waived if:

- - an annuity payout is begun;

- - an income option of at least three years' duration (without right of
withdrawal) is begun after the first contract year;

- - the participant under a group Contract or annuitant under an individual
Contract dies;

- - the participant under a group Contract or annuitant under an individual
Contract becomes disabled (as defined by the Internal Revenue Service)
subsequent to purchase of the Contract;

- - the participant under a group Contract, or annuitant under an individual
Contract, under a tax-deferred annuity plan (403(b) plan) retires after age
55, provided the Contract has been in effect five years or more and provided
the payment is made to the contract owner or participant, as provided in the
plan;

- - the participant under a group Contract, or annuitant under an individual
Contract, under an IRA plan reaches age 70 1/2, provided the certificate, has
been in effect five years or more;

- - the participant under a group Contract, or annuitant under an individual
Contract, under a qualified pension or profit-sharing plan (including a 401(k)
plan) retires at or after age 59 1/2, provided the certificate or Contract, as
applicable has been in effect five years or more; or if

16
<PAGE> 19

refunds are made to satisfy the anti-discrimination test. (For those under
Certificates issued before May 1, 1992, the withdrawal charge will also be
waived if the participant or annuitant retires at normal retirement age (as
defined by the Plan), provided the Certificate or Contract, as applicable has
been in effect one year or more);

- - the participant under a Section 457 deferred compensation plan retires and the
Certificate has been in effect five years or more, or if a financial hardship
or disability withdrawal has been allowed by the Plan administrator under
applicable Internal Revenue Service ("IRS") rules;

- - for group Contracts, the participant under a Section 457 deferred compensation
plan established by the Deferred Compensation Board of the state of New York
or a "public employer" in that state (as defined in Section 5 of the New York
State Finance Laws) terminates employment. The withdrawal charge will also be
waived for such a plan at the termination date specified in the Contract; or

- - for group Contracts, the participant under a pension or profit-sharing plan,
including a 401(k) plan, Section 457 deferred compensation plan, or a tax
deferred annuity plan (403(b) plan) that is subject to the Employee Retirement
Income Security Act of 1974 ("ERISA") retires at normal retirement age (as
defined by the plan) or terminates employment, provided that the contract
owner purchases this Contract in conjunction with a group unallocated flexible
annuity contract issued by the Company.

FREE WITHDRAWAL ALLOWANCE

Beginning in the second Contract year, you may withdraw up to 10% of the cash
value annually. (This includes any purchase payments no longer subject to a
withdrawal charge.) IRA Contract owners who have Contracts, issued before May 1,
1994, have a 20% free withdrawal allowance annually after the first year. Free
withdrawals from IRA plans are only available after the participant reaches age
59 1/2. We calculate the free withdrawal amount as of the Contract anniversary
date before the surrender date. The free withdrawal allowance does not apply to
full surrenders. For 403(b) plan participants, partial and full withdrawals
(surrenders) may be subject to restrictions. (See "Federal Tax Considerations.")

Amounts withdrawn under the free withdrawal allowance provision will not reduce
the amount of purchase payments subject to withdrawal charges.

PREMIUM TAX

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

ADMINISTRATIVE CHARGE

We deduct a semiannual administrative charge of $15 for each individual account
maintained. The administrative charge will be deducted from the account in June
and December of each year. The first charge will be prorated (i.e. calculated)
from the date of purchase. A prorated charge will also be made if the Contract
is completely withdrawn or terminated. This charge does not apply after an
annuity payout has begun. The administrative charge will be deducted from the
contract value by canceling accumulation units in each funding option on a pro
rata basis.

17
<PAGE> 20

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk ("M&E")
charge from amounts held in the Separate Accounts. This charge, on an annual
basis, is 1.25% of the Separate Account value. We reserve the right to lower
this charge at any time.

FUNDING OPTION EXPENSES

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

MARKET TIMING SERVICES FEES

In connection with the market timing services provided to participants in
Accounts TGIS, TSB and TAS, Copeland receives a fee equal on an annual basis to
1.25% of the current value of the assets subject to timing. The Company deducts
this fee daily from the assets of the Market Timed Accounts. Copeland also
charges a $30 market timing application fee. Participants may discontinue market
timing services at any time and avoid any subsequent fees for those services by
transferring to a non-timed account. (See "Market Timing Services.")

MANAGED SEPARATE ACCOUNTS: MANAGEMENT AND FEES

The investments and administration of each managed separate account are under
the direction of a Board of Managers. Subject to the authority of each Board of
Managers, TIMCO and TAMIC furnish investment management and advisory services as
indicated in the Investment Option Chart. Additionally, the Board of Managers
for each managed separate account annually selects an independent public
accountant, reviews the terms of the management and investment advisory
agreements, recommends any changes in the fundamental investment policies (and
submits any such changes to contract owners at the annual meeting), and takes
any other actions necessary in connection with the operation and management of
the managed separate accounts.

The Travelers Investment Management Company ("TIMCO") is a registered investment
adviser that has provided investment advisory services since its incorporation
in 1967. Its principal offices are located at One Tower Square, Hartford,
Connecticut, and it is a wholly owned subsidiary of Smith Barney Holdings Inc.,
which is a wholly owned subsidiary of Citigroup, Inc., a bank services holding
company. TIMCO provides investment management and advisory services to Accounts
TGIS, TSB and TAS. The fees are as follows:

<TABLE>
<CAPTION>
ACCOUNT ANNUAL MANAGEMENT FEE
------- ---------------------
<S> <C>
Account TAS.......................... 0.35% of average daily net assets
Account TGIS......................... 0.3233% of average daily net assets
Account TSB.......................... 0.3233% of average daily net assets
</TABLE>

Travelers Asset Management International Corporation ("TAMIC") is a registered
investment adviser that has provided investment advisory services since its
incorporation in 1978. Its principal offices are located at One Tower Square,
Hartford, Connecticut, and it is an indirect wholly owned subsidiary of
Citigroup, Inc., a bank holding company. TAMIC provides investment and
management and advisory services to Accounts GIS, QB, MM and TB.

<TABLE>
<CAPTION>
ACCOUNT ANNUAL MANAGEMENT FEE
------- ---------------------
<S> <C>
0.65% of the first $500,000,000,
Account GIS.......................... plus
0.55% of the next $500,000,000,
plus
0.50% of the next $500,000,000,
plus
0.45% of the next $500,000,000,
plus
0.40% of amounts over
$2,000,000,000
(of Account GIS's aggregate net
asset value)
</TABLE>

18
<PAGE> 21

<TABLE>
<CAPTION>
ACCOUNT ANNUAL MANAGEMENT FEE
------- ---------------------
<S> <C>
0.50% of the first $50,000,000,
Account TB........................... plus
0.40% of the next $100,000,000,
plus
0.30% of the next $100,000,000,
plus
0.25% of amounts over $250,000,000
(of Account TB's aggregate net
asset value)
Account QB........................... 0.3233% of average daily net assets
Account MM........................... 0.3233% of average daily net assets
</TABLE>

TAMIC also supervises the subadvisor of Account GIS, TIMCO. According to the
terms of this written subadvisory agreement, TAMIC will pay TIMCO a fee
equivalent on an annual basis to the following:

<TABLE>
<CAPTION>
AGGREGATE
ANNUAL NET ASSET
SUBADVISORY VALUE OF
FEE THE ACCOUNT
- ----------- -----------
<C> <S> <C>
0.45 % of the first $ 700,000,000 plus
0.275% of the next $ 300,000,000 plus
0.25 % of the next $ 500,000,000 plus
0.225% of the next $ 500,000,000 plus
0.20 % of amounts over $ 2,000,000,000
</TABLE>

TIMCO also acts as investment adviser or subadviser for:

- other investment companies used to fund variable products

- individual and pooled pension and profit-sharing accounts

- affiliated companies of The Travelers Insurance Company.

TAMIC also acts as investment adviser or subadviser for:

- other investment companies used to fund variable products

- individual and pooled pension and profit-sharing accounts and domestic
insurance companies affiliated with The Travelers Insurance Company

- nonaffiliated insurance companies.

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

TYPES OF OWNERSHIP

Contract Owner ("you"). If you purchase an individual contract, you are the
contract owner. If a group "allocated" contract is purchased, we issue
certificates to the individual participants. If a group unallocated contract is
purchased, we issue only the contract. Where we refer to "you," we are referring
to the individual contract owner, or to the group participant, as applicable.
For convenience, we refer to both contracts and certificates as "contracts."

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

Joint Owner. For nonqualified contracts only, joint owners (i.e., spouses) may
be named in a written request before the contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them. All rights of a joint owner end at
death if the other joint owner survives. If the first joint owner to die is also
the annuitant, the death benefit will be paid to the beneficiary. If the first
joint owner to die is not the annuitant, the entire interest under the contract
will pass to the surviving joint owner.

19
<PAGE> 22

BENEFICIARY

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

With nonqualified contracts, as discussed under "Death Benefit," the beneficiary
named in the contract may differ from the designated beneficiary (for example,
the joint owner or a contingent annuitant). In such cases, the designated
beneficiary receives the contract benefits (rather than the beneficiary) upon
your death.

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

ANNUITANT

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

For nonqualified Contracts only, where the owner and annuitant are not the same
person, the contract owner may also name one individual as a contingent
annuitant by written request before the Contract becomes effective. If the
annuitant dies before the maturity date, and a contingent annuitant has been
named, the contingent annuitant becomes the annuitant, and the contract
continues. A contingent annuitant may not be changed, deleted or added after the
Contract becomes effective.

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

The following death benefit applies to all contracts that include a death
benefit. We calculate the death benefit amount as of the date our Home Office
receives proof of death. All amounts will be reduced by any outstanding loans
and any premium taxes due.

<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------
INDIVIDUAL CONTRACT GROUP CONTRACT
- ------------------------------------------------------------------------------------------------------
IF ANNUITANT DIES ON OR AFTER AGE 75, AND BEFORE THE IF PARTICIPANT DIES ON OR AFTER AGE 75, AND
MATURITY DATE: BEFORE THE MATURITY DATE:
- ------------------------------------------------------------------------------------------------------
Amount paid: the cash value of the contract Amount paid: the participant's interest
under the contract
- ------------------------------------------------------------------------------------------------------
IF ANNUITANT DIES BEFORE AGE 75, AND BEFORE THE IF PARTICIPANT DIES BEFORE AGE 75, AND
MATURITY DATE: BEFORE THE MATURITY DATE:
- ------------------------------------------------------------------------------------------------------
Amount paid: the greater of (1),(2) or (3) below: Amount paid: the greatest of (1), (2) or (3)
below:
- ------------------------------------------------------------------------------------------------------
(1) the cash value (1) the participant's interest
- ------------------------------------------------------------------------------------------------------
(2) the total purchase payments made, less any prior (2) the total purchase payments made on
withdrawals or loans behalf of the participant, less any
prior withdrawals or loans
- ------------------------------------------------------------------------------------------------------
(3) the cash value on the 5(th) multiple contract (3) the participant's interest on the 5(th)
year anniversary (i.e., 5(th), 10(th), 15(th), multiple contract year anniversary
etc.) before we receive proof of death. (i.e., 5(th), 10(th), 15(th), etc.)
before we receive proof of death.
- ------------------------------------------------------------------------------------------------------
</TABLE>

20
<PAGE> 23

PAYMENT OF PROCEEDS

Under an individual contract, the death benefit will be paid to the beneficiary.
Under a group contract, the death benefit will be paid to the contract owner, or
the beneficiary, as provided in the plan.

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

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

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

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

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

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

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

DEATH PROCEEDS AFTER THE MATURITY DATE

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

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

MATURITY DATE

Under the Contract, you can receive regular income payments (annuity payments).
You can choose the month and the year in which those payments begin (maturity
date). You can also choose among income plans (annuity options). While the
annuitant is alive, you can change your selection any time up to the maturity
date. Annuity payments will begin on the maturity date stated in the
Contract/Certificate unless it has been fully surrendered or the proceeds have
been paid to the beneficiary before that date. Annuity payments are a series of
periodic payments (a) for life; (b) for life with either a minimum number of
payments or a specific amount assured; or (c) for the joint lifetime of the
annuitant and another person, and thereafter during the lifetime of the
survivor. We may require proof that the annuitant is alive before annuity
payments are made. Not all options may be available in all states.

You may choose to annuitize at any time after you purchase the contract. Under
nonqualified contracts, unless you elect otherwise, the maturity date will be
the annuitant's 75th birthday or ten

21
<PAGE> 24

years after the effective date of the contract, if later. Under qualified
contracts, the maturity date must be before the individual's 70th birthday,
unless we consent to a later date.

At least 30 days before the original maturity date, you may extend the maturity
date to any time prior to the annuitant's 85th birthday or to a later date with
our consent. Certain annuity options taken at the maturity date may be used to
meet the minimum required distribution requirements of federal tax law, or a
program of partial surrenders may be used instead. These mandatory distribution
requirements take effect generally upon the death of the contract owner, or with
qualified contracts upon either the later of the contract owner's attainment of
age 70 1/2 or year of retirement; or the death of the contract owner. You should
seek independent tax advice regarding the election of minimum required
distributions.

ALLOCATION OF ANNUITY

When an annuity option is elected, it may be elected as a variable annuity, a
fixed annuity, or a combination of both. If, at the time annuity payments begin,
no election has been made to the contrary, the contract value will be applied to
provide an annuity funded by the same investment options as you have selected
during the accumulation period. At least 30 days before the maturity date, you
may transfer the contract value among the funding options in order to change the
basis on which annuity payments will be determined. (See "Transfers.")

VARIABLE ANNUITY

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

Variable payout may not be available in all states; refer to your Contract. If a
variable payout is not available, these contract owners or participants, as
provided in the plan will automatically receive a fixed dollar annuity whose
payments do not vary with the investment experience of variable funding option.

DETERMINATION OF FIRST ANNUITY PAYMENT

The Contract contains tables used to determine the first monthly annuity
payment. The amount applied to effect an Annuity will be the cash value of the
Contract as of 14 days before the date annuity payments begin less any
applicable premium taxes not previously deducted.

The amount of the first monthly payment depends on the annuity option elected
and the adjusted age of the participant. A formula for determining the adjusted
age is contained in the Contract. The tables use an assumed annual net
investment rate of 3.5%. The total first monthly annuity payment is determined
by multiplying the benefit per $1,000 of value shown in the tables of the
Contract by the number of thousands of dollars applied to that annuity option.
We reserve the right to require proof of age before annuity payments begin.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS

The dollar amount of all subsequent annuity payments changes from month to month
based on the investment experience of the applicable funding options. The actual
amounts of these payments are determined by multiplying the number of annuity
units credited to the Contract in each funding option by the corresponding
annuity unit value as of the date 14 days before the payment is due. The
interest rate assumed in the annuity tables would produce a level annuity unit
value and, therefore, level annuity payments if the net investment rate remained
constant at the assumed rate. In fact, payments will vary because there can be
no assurance that a net investment rate will be as high as the assumed rate.

22
<PAGE> 25

FIXED ANNUITY

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

PAYOUT OPTIONS
- --------------------------------------------------------------------------------

ELECTION OF OPTIONS

On the maturity date, we will pay the amount due under the Contract in one lump
sum, or in accordance with the payment option selected by the contract owner.
Election of an annuity option or an income option must be made in writing in a
form satisfactory to the Company. Any election made during the lifetime of the
group Contract participant, or the annuitant under an individual Contract, must
be made by the participant, as provided in the plan or the contract owner, as
applicable. The terms of options elected may be restricted to meet the contract
qualification requirements of Section 401(a)(9) of the Internal Revenue Code.

Income options differ from annuity options in that the amount of the payments
made under income options are unrelated to the length of life of any person.
Thus, the participant may outlive the payment period. Although the Company
continues to deduct the charge for mortality and expense risks, it assumes no
mortality risks for amounts applied under any income option.

The minimum amount that can be placed under an annuity option or income option,
is $2,000 unless we consent to a lesser amount. If any monthly periodic payment
due is less than $20, we reserve the right to make payments at less frequent
intervals. Annuity options and income options may be elected on a monthly,
quarterly, semiannual or annual basis.

AUTOMATIC OPTION -- Unless we are directed otherwise by the owner, if the
participant is living and has a spouse and no election has been made, the
Company will, on that participant's maturity date, pay to the participant the
first of a series of annuity payments based on the life of the participant as
the primary payee and the participant's spouse in accordance with Option 5
below.

Unless the plan provides otherwise, if the participant has no spouse, the
Company will, on the maturity date, pay to the participant the first of a series
of annuity payments based on the life of the participant, in accordance with
Option 2 with 120 monthly payments assured.

ANNUITY OPTIONS

OPTION 1 -- LIFE ANNUITY -- NO REFUND: The Company will make annuity payments
during the lifetime of the person on whose life the payments are based,
terminating with the last payment preceding death. While this option offers the
maximum periodic payment, there is no assurance of a minimum number of payments,
nor is there a provision for a death benefit for beneficiaries.

OPTION 2 -- LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS ASSURED: The
Company will make monthly annuity payments during the lifetime of the person on
whose life payments are based, with the agreement that if, at the death of that
person, payments have been made for less than 120, 180 or 240 months, as
elected, payments will be continued during the remainder of the period to the
beneficiary designated. The beneficiary may instead receive a single sum
settlement equal to the discounted value of the future payments with the
interest rate equivalent to the assumption originally used when the annuity
began.

OPTION 3 -- UNIT REFUND LIFE ANNUITY: The Company will make annuity payments
during the lifetime of the person on whose life payments are based, terminating
with the last payment due before the death of that person, provided that, at
death, the beneficiary will receive in one sum

23
<PAGE> 26

the current dollar value of the number of annuity units equal to (a) minus (b)
(if that difference is positive) where: (a) is the total amount applied under
the option divided by the annuity unit value on the due date of the first
annuity payment, and (b) is the product of the number of the annuity units
represented by each payment and the number of payments made.

OPTION 4 -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- NO REFUND: The Company will
make annuity payments during the joint lifetime of the two persons on whose
lives payments are based, and during the lifetime of the survivor. No further
payments will be made following the death of the survivor. There is no assurance
of a minimum number of payments, nor is there a provision for a death benefit
upon the survivor's death.

OPTION 5 -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- ANNUITY REDUCES ON DEATH OF
PRIMARY PAYEE: The Company will make annuity payments during the lifetime of the
two persons on whose lives payments are based. One of the two persons will be
designated as the primary payee. The other will be designated as the secondary
payee. On the death of the secondary payee, if survived by the primary payee,
the Company will continue to make monthly annuity payments to the primary payee
in the same amount that would have been payable during the joint lifetime of the
two persons. On the death of the primary payee, if survived by the secondary
payee, the Company will continue to make annuity payments to the secondary payee
in an amount equal to 50% of the payments which would have been made during the
lifetime of the primary payee. No further payments will be made following the
death of the survivor.

OPTION 6 -- OTHER ANNUITY OPTIONS: The Company will make any other arrangements
for annuity payments as may be mutually agreed upon.

INCOME OPTIONS

Income payments are periodic payments made by the Company which are not based on
the life of the participant.

The cash value used to determine the amount of any income payment will be
calculated as of 14 days before the date an income payment is due and will be
determined on the same basis as the cash value of the Contract, including the
deduction for mortality and expense risks.

While income options do not directly involve mortality risks for the Company, an
individual may elect to apply the remaining cash value to provide an annuity at
the guaranteed rates even though income payments have been received under an
income option. Before an owner or participant makes any income option election,
he or she should consult a tax adviser as to any adverse tax consequences the
election might have.

OPTION 1 -- PAYMENTS OF A FIXED AMOUNT: The Company will make equal payments of
the amount elected until the cash value applied under this option has been
exhausted. The final payment will include any amount insufficient to make
another full payment.

OPTION 2 -- PAYMENTS FOR A FIXED PERIOD: The Company will make payments for the
number of years selected. The amount of each payment will be equal to the
remaining cash value applied under this option divided by the number of
remaining payments.

OPTION 3 -- INVESTMENT INCOME: The Company will make payments for the period
agreed on. The amount payable will be equal to the excess, if any, of the cash
value under this option over the amount applied under this option. No payment
will be made if the cash value is less than the amount applied, and it is
possible that no payments would be made for a period of time. Payments under
this option are not considered to be annuity payments and are taxable in full as
ordinary income. (See "Federal Tax Considerations.") This option will generally
be inappropriate under federal tax law for periods that exceed the Participant's
attainment of age 70 1/2.

24
<PAGE> 27

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

RIGHT TO RETURN

For all individual Contracts, the Contract may be returned for a full refund of
the Contract's cash value (including charges) within ten days after the delivery
of the Contract to the contract owner, unless state law requires a longer
period. The contract owner bears the investment risk during the right to return
period; therefore, the cash value returned may be greater or less than the
purchase payment made under the Contract. However, if applicable state law so
requires, or if the Contract was purchased in an Individual Retirement Annuity,
the purchase payment will be returned in full. All cash values will be
determined as of the valuation date next following the Company's receipt of the
contract owner's written request for refund.

For group Contracts issued in the state of New York, during the 20 days after
receiving a certificate, the participant may return it to us, by mail or in
person, if for any reason the participant has changed his or her mind. Upon
return of the certificate, the Company will refund to the contract owner the sum
of all purchase payments made under the Contract, and will make the separate
accounts whole if the accumulation value has declined.

The right to return is not available to participants of the Texas Optional
Retirement Program.

TERMINATION OF INDIVIDUAL CONTRACT

You do not need to make any purchase payments after the first to keep the
Contract in effect. However, unless otherwise specified by state law, we reserve
the right to terminate the Contract on any business day if the contract value as
of that date is less than $1,000 and no purchase payments have been made for at
least two years. Termination will not occur until 31 days after the Company has
mailed notice of termination to the contract owner's last known address and to
any assignee of record. If the Contract is terminated, we will pay you the
contract value less any applicable premium tax, and less any applicable
administrative charge.

TERMINATION OF GROUP CONTRACT OR ACCOUNT

TERMINATION BY OWNER -- If an owner or a participant terminates an account, in
whole or in part, while the contract remains in effect; and the value of the
terminated account is to be either paid in cash to you or to a participant; or
transferred to any other funding vehicle, the Company will pay or transfer the
cash surrender value of the terminated account.

If this Contract is terminated, whether or not the plan is terminated; and the
owner or the participant, as provided in the plan, elect that values are not to
be paid out in cash or transferred, the Company reserves the right to agree to
apply a participant's interest either as instructed by the owner or the
participant, or under one of the options described under "Options in the Event
of Termination of a Participant."

TERMINATION BY PARTICIPANT -- If a participant terminates an individual account,
in whole or in part, while the contract remains in effect; and the value of the
terminated individual account is to be either paid in cash to the participant,
or transferred to any other funding vehicle, the Company will pay or transfer
the cash surrender value of the terminated account.

TERMINATION BY THE COMPANY AND TERMINATION AMOUNT -- If the cash value in a
participant's individual account is less than the termination amount stated in
the Contract, and no premium has been applied to the account for at least three
years, the Company reserves the right to terminate that account, and to move the
cash value of that participant's individual account to the owner's account.

25
<PAGE> 28

If the plan does not allow for this movement to the owner's account, the cash
value, less any applicable premium tax not previously deducted, will be paid to
that participant or to the owner, as provided in the plan.

We reserve the right to terminate this Contract on any valuation date if:

1. there is no cash value in any participant's individual account, and

2. the cash value of the owner's account, if any, is less than $500, and

3. premium has not been paid for at least three years.

If this Contract is terminated, the cash value of the owner's account, if any,
less any applicable premium tax not previously deducted will be paid to you.

Termination will not occur until 31 days after the Company has mailed notice of
termination to the group contract owner or the participant, as provided in the
plan, at the last known address; and to any assignee of record.

OPTIONS IN THE EVENT OF TERMINATION OF A PARTICIPANT -- In the event that,
before a participant's maturity date, that participant terminates participation
in the plan, the owner or that participant, as provided in the plan, with
respect to that participant's interest may elect:

1. If that participant is at least 50 years of age, to have that
participant's interest applied to provide an annuity option or an income
option.

2. If the Contract is continued, to have that participant's interest
applied to continue as a paid-up deferred annuity for that participant,
(i.e., the cash value remains in the Contract and the annuity becomes
payable under the same terms and conditions as the annuity that would
have otherwise been payable at the maturity date).

3. To have the owner or that participant, as provided in the plan, receive
that participant's interest in cash.

4. If that participant becomes a participant under another group contract
of this same type which is in effect with us, to transfer that
participant's interest to that group contract.

5. To make any other arrangements as may be mutually agreed on.

If this Contract is continued, any cash value to which a terminating participant
is not entitled under the plan, will be moved to the owner's account.

AUTOMATIC BENEFIT -- In the event of termination, unless otherwise provided in
the Plan, a participant's interest will continue as a paid-up deferred annuity
in accordance with option 2. above, if this Contract is continued. Or, if this
Contract is terminated, will be paid in cash to the Owner or to that
participant, as provided in the plan.

ANNUITY PAYMENTS -- Termination of this contract or the plan will not affect
payments being made under any annuity option which began before the date of
termination.

DISTRIBUTION FROM ONE ACCOUNT TO ANOTHER ACCOUNT

Under a group Contract, the owner may, as provided for in the plan, distribute
the cash value from the owner's account to one or more individual accounts. No
distribution will be allowed between individual accounts.

The owner may, as required by and provided for in the plan, move the cash value
from any or all individual accounts to the owner's account without a charge.

26
<PAGE> 29

REQUIRED REPORTS

As often as required by law, but at least once in each contract year before the
due date of the first annuity payment, the Company will furnish a report showing
the number of accumulation units credited to the Contract in each funding option
and the corresponding accumulation unit values as of the date of the report. The
Company will keep all records required under federal or state laws.

CHANGE OF CONTRACT

For group Contracts, the Company may, at any time, make any changes, including
retroactive changes, in the Contract to the extent that the change is required
to meet the requirements of any federal law or regulation to which the Company
is subject.

Except as provided in the paragraph immediately above, no change may be made in
the Contract before the fifth anniversary of the contract date, and in no event
will changes be made with respect to payments being made by the Company under
any annuity option which has commenced prior to the date of change. On and after
the fifth anniversary of the contract date, the Company reserves the right to
change the termination amount (see "Termination of Contract or Account"), the
calculation of the net investment rate and the unit values, and the annuity
tables. Any change in the annuity tables will be applicable only to premiums
received under the Contract after the change. The ability to make such change
lessens the value of mortality and expense guarantees. Other changes (including
changes to the administrative charge) may be applicable to all owners' accounts
and individual accounts under the Contract, to only the owners' accounts and
individual accounts established after the change, or to only premiums received
under the Contract after the date of change as the Company declares at the time
of change. The Company will give notice to the owner at least 90 days before the
date the change is to take effect.

ASSIGNMENT

The participant may not assign his or her rights under a group Contract. The
owner may assign his or her rights under an individual or a group Contract if
allowed by the plan.

SUSPENSION OF PAYMENTS

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 SEC so that
disposal of the separate account's investments or determination of its net asset
value is not reasonably practicable, or the Commission has ordered that the
right of redemption (surrender) be suspended for the protection of contract
owners, the Company may postpone all procedures (including making annuity
payments) which require valuation of separate accounts until the stock exchange
is reopened and trading is no longer restricted.

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

THE INSURANCE COMPANY

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

27
<PAGE> 30

FINANCIAL STATEMENTS

The financial statements for the insurance company are located in the Statement
of Additional Information. The financial statements for the separate accounts
will be available through annual reports to shareholders. These reports are
accessible through the SEC's website that appears on page 1 of the prospectus.

IMSA

The Company is a member of the Insurance Marketplace Standards Association
("IMSA"), and as such may use the IMSA logo and IMSA membership in its
advertisements. Companies that belong to IMSA subscribe to a set of ethical
standards covering the various aspects of sales and service for individually
sold life insurance and annuities. IMSA members have adopted policies and
procedures that demonstrate a commitment to honesty, fairness and integrity in
all customer contacts involving the sale and service of individual life
insurance and annuity products.

YEAR 2000 COMPLIANCE

Generally, computer programs were designed without considering the impact of the
upcoming change in the century. As a result, software and computer systems may
need to be upgraded or replaced in order to comply with "Year 2000"
requirements. If not corrected, these computer applications could fail or create
erroneous results by or at the Year 2000. The business, financial condition, and
results of operations of a company could be materially and adversely affected by
the failure of its systems and applications (or those either provided or
operated by third-parties) to properly operate or manage dates beyond the year
1999.

The Company has investigated the nature and extent of the work required for our
computer systems to process beyond the turn of the century, and has made
progress toward achieving this goal, including upgrading and/or replacing
existing systems. We are confirming with our service providers that they are
also in the process of replacing or modifying their systems with the same goal.
We expect that our principal systems will be Year 2000 compliant by early 1999.
While these efforts involve substantial costs, we closely monitor associated
costs and continue to evaluate associated risks based on actual expenses. While
it is likely that these efforts will be successful, if necessary modifications
and conversions are not completed in a timely manner, the Year 2000 requirements
could have a material adverse effect on certain operations of the Company.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who represent the Company, and who are
licensed registered representatives of the Company or certain other registered
broker-dealers. The up-front compensation paid to sales representatives will not
exceed 7% of the payments made under the Contracts. If asset-based compensation
is paid, it will not exceed 2%, of the average account value annually.

From time to time, the Company may pay or permit other promotional incentives,
in cash, credit or other compensation. In addition, certain production,
persistency and management bonuses may be paid.

Any sales representative or employee will have been qualified to sell variable
annuities under applicable federal and state laws. Each broker-dealer is
registered with the SEC under the Securities Exchange Act of 1934, and all are
members of the NASD. The principal underwriter for the Contracts is CFBDS, Inc.,
21 Milk St., Boston, MA, CFBDS, Inc. is not affiliated with the Company or the
Separate Accounts.

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<PAGE> 31

CONFORMITY WITH STATE AND FEDERAL LAWS

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

VOTING RIGHTS

The contract owner or participant, as applicable, has certain voting rights in
the funding options. The number of votes which an owner or participant, as
provided in the plan, may cast in the accumulation period is equal to the number
of accumulation units credited to the account under the Contract. During the
annuity period, the group participant or the individual contract owner may cast
the number of votes equal to (i) the reserve related to the Contract divided by
(ii) the value of an accumulation unit. During the annuity period, the voting
rights of a participant or, under an individual Contract, an annuitant, will
decline as the reserve for the Contract declines.

Upon the death of the person authorized to vote under the Contract, all voting
rights will vest in the beneficiary of the Contract, except in the case of
nonqualified individual Contracts, where the surviving spouse may succeed to the
ownership.

FUND U. In accordance with its view of present applicable law, the Company will
vote shares of the underlying funds at regular and special meetings of the
shareholders of the funds in accordance with instructions received from persons
having a voting interest in Fund U. The Company will vote shares for which it
has not received instructions in the same proportion as it votes shares for
which it has received instructions. However, if the 1940 Act or any regulation
thereunder should be amended, or if the present interpretation thereof should
change, and as a result the Company determines that it is permitted to vote
shares of the mutual funds in its own right, it may elect to do so.

The number of shares which a person has a right to vote will be determined as of
the date concurrent with the date established by the respective mutual fund for
determining shareholders 'eligible to vote at the meeting of the fund, and
voting instructions will be solicited by written communication before the
meeting in accordance with the procedures established by the mutual fund.

Each person having a voting interest in Fund U will receive periodic reports
relating to the fund(s) in which he or she has an interest, proxy material and a
form with which to give such instructions with respect to the proportion of the
fund shares held in Fund U corresponding to his or her interest in Fund U.

ACCOUNTS GIS, QB, MM, TGIS, TSB, TAS AND TB. Contract owners participating in
Accounts GIS, QB, MM, TGIS, TSB, TAS or TB will be entitled to vote at their
meetings on (i) any change in the fundamental investment policies of or other
policies related to the accounts requiring the owners' approval; (ii) amendment
of the investment advisory agreements; (iii) election of the members of the
Board of Managers of the accounts; (iv) ratification of the selection of an
independent public accountant for the accounts; (v) any other matters which, in
the future, under the 1940 Act require the owners' approval; and (vi) any other
business which may properly come before the meeting.

The number of votes which each contract owner or a participant may cast,
including fractional votes, shall be determined as of the date to be chosen by
the Board of Managers within 75 days of the date of the meeting, and at least 20
days' written notice of the meeting will be given.

Votes for which participants under a group Contract are entitled to instruct the
owner, but for which the owner has received no instructions, will be cast by the
owner for or against each

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<PAGE> 32

proposal to be voted on only in the same proportion as votes for which
instructions have been received.

LEGAL PROCEEDINGS AND OPINIONS

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

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

THE SEPARATE ACCOUNTS
- --------------------------------------------------------------------------------

THE SEPARATE ACCOUNTS

Two different types of separate accounts are available to Fund the Contracts
described in this prospectus. The first type, Fund U, is a unit investment trust
registered with the SEC under the 1940 Act. Fund U's assets are invested
exclusively in the shares of the underlying funds.

The second type of separate account available under the Contract, the "managed
separate accounts," (Accounts GIS, QB, MM, TGIS, TSB, TAS and TB) are
diversified, open-end management investment companies registered with the SEC
under the 1940 Act. The assets of the managed separate accounts are invested
directly in securities such as stocks, bonds or money market instruments which
are compatible with the stated investment policies of each separate account.
Each of the separate accounts available in connection with the Contract has
different investment objectives and fundamental investment policies.

The separate accounts were established on the following dates: Fund U -- May 16,
1983; Account GIS -- September 22, 1967; Account QB -- July 29, 1974; Account
MM -- December 29, 1981; Accounts TGIS and TSB -- October 30, 1986; and Accounts
TAS and TB -- January 2, 1987.

Under Connecticut law, the assets of the separate accounts will be held for the
exclusive benefit of its owners. Income, gains and losses, whether or not
realized, for assets allocated to the separate accounts, are in accordance with
the applicable annuity contracts, credited to or charged against the separate
accounts without regard to other income, gains or losses of the Company. The
assets in the separate accounts are not chargeable with liabilities arising out
of any other business which the Company may conduct. The obligations arising
under the variable annuity contracts are obligations of the Company.

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<PAGE> 33

For each managed separate account, neither the investment objective nor the
fundamental investment restrictions, as described in the SAI, can be changed
without a vote of the majority of the outstanding voting securities of the
Accounts, as defined by the 1940 Act.

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of historical
performance for the managed separate accounts and the underlying funds of Fund
U. The yield and effective yield may be advertised for Account MM, a money
market fund. Yield is a measure of the net dividend and interest income earned
over a specific seven-day period, expressed as a percentage of the offering
price of Account MM's accumulation units. Yield is an annualized figure, which
means that it is assumed that Account MM generates the same level of net income
over a 52-week period. Effective yield is calculated similarly but includes the
effect of assumed compounding calculated under rules prescribed by the SEC. The
effective yield will be slightly higher than yield due to this compounding
effect. Neither yield quotation reflects a deduction for the contingent deferred
sales charge, which if included, would reduce yield and effective yield. The
Company may also advertise the standardized average annual total returns of
Accounts GIS, QB, MM, TGIS, TSB, TAS, TB and Fund U, calculated in a manner
prescribed by the SEC, as well as the non-standardized total return and adjusted
historical performance, as described below.

STANDARDIZED METHOD. Quotations of average annual total returns are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the funding option, and then related to ending redeemable values over
one-, five-, and ten-year periods, or for a period covering the time during
which the funding option has been in existence, if less. These quotations
reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). The deduction for the annual
administrative charge ($30) is converted to a percentage of assets based on the
actual fee collected (or anticipated to be collected, if a new product), divided
by the average net assets for Contracts sold (or anticipated to be sold). Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be calculated in a
similar manner based on the performance of the funding options over a period of
time, usually for the calender year-to-date, and for the past one-, three-,
five- and ten-year periods. Nonstandardized total returns will not reflect the
deduction of the $30 annual contract administrative charge, which, if reflected,
would decrease the level of performance shown. The withdrawal charge is not
reflected because the Contract is designed for long-term investment.

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

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

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<PAGE> 34

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

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

GENERAL TAXATION OF ANNUITIES

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

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

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

INVESTOR CONTROL

In certain circumstances, owners of variable annuity 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 U.S. Treasury Department 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 contract 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 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 Contract 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 contract
owner or participant of this Contract has additional flexibility in allocating
payments and cash values. These differences could result in the contract owner
being treated as the owner of the assets of Fund U. 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
Contract as necessary to attempt to prevent the contract owner from being
considered the owner of a pro rata share of the assets of Fund U.

The remaining tax discussion assumes that the Contract qualifies as an annuity
contract for federal income tax purposes.

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<PAGE> 35

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

NONQUALIFIED ANNUITY CONTRACTS

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

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

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

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

QUALIFIED ANNUITY CONTRACTS

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

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

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

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<PAGE> 36

DIVERSIFICATION REQUIREMENTS

The Code states that in order to qualify for the tax benefits described above,
investments made in the separate account of any nonqualified variable annuity
contract must satisfy certain diversification requirements. Tax regulations
define how separate accounts must be diversified. We monitor the investments
constantly and believe that our accounts are adequately diversified. We intend
to administer all contracts subject to this provision of law in a manner that
will maintain adequate diversification.

MANAGED SEPARATE ACCOUNTS
- --------------------------------------------------------------------------------

As described earlier in this prospectus, there are various funding options
available to you under your Universal Annuity contract. You may select from
several underlying funding options, which are described in detail in separate
Funding Option prospectuses. In addition, you may choose to invest in one or
more of the Managed Separate Accounts (the "Accounts") also offered through your
contract. Detailed information regarding these Accounts such as investment
objectives, investment techniques, risk factors and management of the Accounts,
is provided below. Not all funding options may be available to you. Please refer
to your contract. There can be no assurance that the Accounts' investment
objectives will be achieved.

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT GIS)
- --------------------------------------------------------------------------------

INVESTMENT ADVISER: TIMCO

PORTFOLIO MANAGER: Sandip Bhagat

INVESTMENT OBJECTIVE: Long-term accumulation of principal through capital
appreciation and retention of net investment income.

KEY INVESTMENTS: Common stock of large U.S. companies.

SELECTION PROCESS: Account GIS invests primarily in stocks of large U.S.
companies representing a wide range of industries. Stock selection is based on a
quantitative screening process which favors companies that achieve earnings
growth above consensus expectations, and whose stocks offer attractive relative
value. In order to achieve consistent performance, TIMCO manages Account GIS to
mirror the overall risk, sector weightings and growth/value style
characteristics of the Standard & Poor's 500 Stock Index ("S&P 500"). The S&P
500 is a value-weighted equity index comprised mainly of large-company stocks.

ADDITIONAL INVESTMENTS, INVESTMENT STRATEGIES AND TECHNIQUES: Account GIS, to a
lesser extent, will invest in other securities. A complete description of all
investments, and their associated risks, is contained in the SAI. These
additional investments include, but are not limited to, the following:

- fixed-income securities such as bonds and notes,
including U.S. Government securities;

- exchange-traded stock index futures

- covered call options, put options

- foreign securities

For a complete list of all investments available to Account GIS, please refer to
the "Investments at a Glance" table on page 48.

PRINCIPAL RISK FACTORS: Account GIS is most subject to equities risk. For a
complete discussion of equities risk and other risks carried by the investments
of Account GIS, please refer to the "Investments, Practices and Risks" section
of this prospectus. Please see the SAI for a detailed description of all
investments, and their associated risks, available to Account GIS.

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<PAGE> 37

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account GIS permit it to:

1. invest up to 5% of its assets in the securities of any one issuer
(exclusive of securities issued or guaranteed by the United States
government, its agencies or instrumentalities);

2. borrow from banks in amounts of up to 5% of its assets, but only for
emergency purposes;

3. purchase interests in real estate represented by securities for which
there is an established market;

4. make loans through the acquisition of a portion of a privately placed
issue of bonds, debentures or other evidences of indebtedness of a type
customarily purchased by institutional investors;

5. acquire up to 10% of the voting securities of any one issuer (it is the
present practice of Account GIS not to exceed 5% of the voting
securities of any one issuer);

6. make purchases on margin in the form of short-term credits which are
necessary for the clearance of transactions; and place up to 5% of its
net asset value in total margin deposits for positions in futures
contracts; and

7. invest up to 5% of its assets in restricted securities (securities which
may not be publicly offered without registration under the Securities
Act of 1933).

THE TRAVELERS QUALITY BOND ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT QB)
-------------------------------------------------------------------------

INVESTMENT ADVISOR: TAMIC

PORTFOLIO MANAGER: F. Denney Voss

INVESTMENT OBJECTIVE: Current income, moderate capital volatility and total
return.

KEY INVESTMENTS: Money market obligations and publicly traded debt securities.

SELECTION PROCESS: TAMIC anticipates that the market value-weighted average
maturity of the portfolio will not exceed five years. Investment in longer term
obligations may be made if the manager decides that the investment yields
justify a longer term commitment. No more than 25% of the value of the Account's
total assets will be invested in any one industry. The portfolio will be
actively managed and, under certain market conditions, investments may be sold
prior to maturity.

ADDITIONAL INVESTMENTS, INVESTMENT STRATEGIES AND TECHNIQUES: Account QB may
invest in many types of fixed-income securities and employ various types of
strategies. A complete description of all investments, and their associated
risks, is contained in the SAI. These additional investments include, but are
not limited to, the following:

- treasury bills

- repurchase agreements

- commercial paper

- certificates of deposit

- banker's acceptances
- bonds, notes, debentures

- convertible securities

- when-issued securities

- interest rate future contracts

For a complete list of all investments available to Account QB, please refer to
the "Investments at a Glance" table on page 48.

PRINCIPAL RISK FACTORS: Account QB is most subject to fixed-income securities
risk. For a complete discussion of fixed-income securities risk and other risks
carried by the investments of Account QB, please refer to the "Investments,
Practices and Risks" section of this prospectus.

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<PAGE> 38

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account QB permit it to:

1. invest up to 15% of the value of its assets in the securities of any one
issuer (exclusive of obligations of the United States government and its
instrumentalities, for which there is no limit);

2. borrow from banks in amounts of up to 5% of its assets, but only for
emergency purposes;

3. purchase interests in real estate represented by securities for which
there is an established market;

4. make loans through the acquisition of a portion of a privately placed
issue of bonds, debentures or other evidences of indebtedness of a type
customarily purchased by institutional investors;

5. acquire up to 10% of the voting securities of any one issuer (it is the
present practice of Account QB not to exceed 5% of the voting securities
of any one issuer); and

THE TRAVELERS MONEY MARKET ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT MM)
-------------------------------------------------------------------------

INVESTMENT ADVISER: TAMIC

PORTFOLIO MANAGER: Emil J. Molinaro, Jr.

INVESTMENT OBJECTIVE: Preservation of capital, a high degree of liquidity and
high current income

KEY INVESTMENTS: Money market instruments.

SELECTION PROCESS: The Account is a "money market" Account that invests in high
quality U.S. dollar denominated money market instruments. High quality
instruments generally are rated in the highest rating category by national
rating agencies or are deemed comparable. Eligible securities must have a
remaining maturity of 13 months or less (subject to certain exceptions). The
Account's manager selects from the following or other similar investments, as
described in the "Investments at a Glance" table on page 48 and in the SAI.
COMMERCIAL PAPER AND
SHORT-TERM CORPORATE DEBT Commercial paper is short-term unsecured
promissory notes issued by corporations to
finance their short-term credit needs. Commercial
paper is usually sold at a discount and is issued
with a maturity of not more than 9 months.
Short-term corporate debt that the Fund may
purchase includes notes and bonds issued by
corporations to finance longer-term credit needs.
These debt securities are issued with maturities
of more than 9 months. The Account may purchase
short-term corporate debt with a remaining
maturity of 397 days or less at the time of
purchase.

U.S. GOVERNMENT MONEY MARKET
SECURITIES These are short-term debt instruments issued or
guaranteed by the U.S. Government or its
agencies, instrumentalities or
government-sponsored enterprises. The full faith
and credit of the United States back not all U.S.
Government securities. For example, its right to
borrow money from the U.S. Treasury under certain
circumstances supports U.S. government securities
such as those issued by Fannie Mae. Other U.S.

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<PAGE> 39

government securities, such as those issued by
the Federal Farm Credit Banks Funding
Corporation, are supported only by the credit of
the entity that issued them.

CREDIT AND LIQUIDITY
ENHANCEMENTS Enhancements include letters of credit,
guarantees, puts and demand features, and
insurance provided by domestic or foreign
entities such as banks and other financial
institutions. Credit and liquidity enhancements
are designed to enhance the credit quality of an
instrument to eligible security status. However,
they expose the Fund to the credit risk of the
entity providing the credit or liquidity
enhancement. Changes in the credit quality of the
provider could affect the value of the security
and the Fund's share price.

PUT FEATURES Entitle the holder to put or sell a security back
to the issuer or another party who issued the
put. Demand features, standby commitments, and
tender options are types of put features. In
exchange for getting the put, the Fund may accept
a lower rate of interest. The Fund evaluates the
credit quality of the put provider as well as the
issuer, if a different party. The put provider's
creditworthiness affects the credit quality of
the investment.

VARIABLE AND FLOATING RATE
SECURITIES Have interest rates that adjust periodically,
which may be either at specific intervals or
whenever an external benchmark rate changes.
Interest-rate adjustments are designed to help
maintain a stable price for the security.

REPURCHASE AGREEMENTS These agreements permit the Account to buy a
security at one price and, at the same time,
agree to sell it back at a higher price. Delays
or losses to the Account could result if the
other party to the agreement defaults or becomes
insolvent.

RISK FACTORS

Corporate debt securities held by the Account may be subject to several types of
investment risk, including market or interest-rate risk. This risk relates to
the change in market value caused by fluctuations in prevailing interest rates
and credit risk, which, in turn, relates to the ability of the issuer to make
timely interest payments and to repay the principal at maturity. Short-term
corporate debt is less subject to market or interest-rate risk than longer-term
corporate debt. Certain corporate debt securities may be subject to call or
income risk. This risk appears during periods of falling interest rates and
involves the possibility that securities with high interest rates will be
prepaid or "called" by the issuer prior to maturity.

Because interest rates on money market instruments fluctuate in response to
economic factors, rates on the Account's short-term investments and the daily
dividends paid to its shareholders will vary, rising or falling with short-term
interest rates generally. Yields from short-term securities may be lower than
yields from longer-term securities. Also, the value of the Account's securities
generally varies inversely with interest rates, the amount of outstanding debt
and other factors. This means that the value of the Account's investments
usually increases as short-term interest rates fall and decreases as short-term
interest rates rise.

Account investments may be unprofitable in a time of sustained high inflation.
In addition, the Account's investments in certificates of deposit issued by U.S.
branches of foreign banks and foreign branches of U.S. banks involve somewhat
more risk, but also more potential reward, than investments in comparable
domestic obligations.

37
<PAGE> 40

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account MM permit it to:

1. invest up to 25% of its assets in the securities of issuers in any
single industry (exclusive of securities issued by domestic banks and
savings and loan associations, or securities issued or guaranteed by the
United States government, its agencies, authorities or
instrumentalities); neither all finance companies, as a group, nor all
utility companies, as a group, are considered a single industry for the
purpose of this restriction;

2. invest up to 5% of its assets in the securities of any one issuer, other
than securities issued or guaranteed by the United States Government.
However, Account MM may invest up to 25% of its total assets in first
tier securities, as defined in Rule 2a-7, of a single issuer for a
period of up to three business days after the purchase thereof;

3. acquire up to 10% of the outstanding securities of any one issuer
(exclusive of securities issued or guaranteed by the United States
government, its agencies or instrumentalities);

4. borrow money from banks on a temporary basis in an aggregate amount not
to exceed one third of Account MM's assets (including the amount
borrowed); and

5. pledge, hypothecate or transfer, as security for indebtedness, any
securities owned or held by Account MM as may be necessary in connection
with any borrowing mentioned above and in an aggregate amount of up to
5% of Account MM's assets.

THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT TGIS)
- --------------------------------------------------------------------------------

INVESTMENT ADVISER: TIMCO

PORTFOLIO MANAGERS: Sandip Bhagat

INVESTMENT OBJECTIVE: Long-term accumulation of principal through capital
appreciation and retention of net investment income.

KEY INVESTMENTS: Common stock of large U.S. companies.

SELECTION PROCESS: Account TGIS invests primarily in stocks of large U.S.
companies representing a wide range of industries, while maintaining a highly
marketable portfolio in order to accommodate cash flows associated with
market-timing moves. Stock selection is based on a quantitative screening
process which favors companies that achieve earnings growth above consensus
expectations, and whose stocks offer attractive relative value. In order to
achieve consistent performance, TIMCO manages Account TGIS to mirror the overall
risk, sector weightings and growth/value style characteristics of the Standard &
Poor's 500 Stock Index ("S&P 500"). The S&P 500 is a value-weighted equity index
comprised mainly of large-company stocks.

ADDITIONAL INVESTMENTS, INVESTMENT STRATEGIES AND TECHNIQUES: Account TGIS will
also use exchange-traded financial futures contracts to facilitate market-timed
moves, and as a hedge to protect against changes in stock prices or interest
rates. Account TGIS, to a lesser extent, may invest in other securities. These
additional investments include, but are not limited to, the following:

- fixed-income securities such as bonds and notes;

- including U.S. Government securities

- covered call options, put options

- foreign securities

38
<PAGE> 41

For a complete list of all investments available to Account TGIS, please refer
to the "Investments at a Glance" table on page 48.

PRINCIPAL RISK FACTORS: Account TGIS is most subject to equities risk and
market-timing risk. For a complete discussion of these and other risks carried
by the investments of Account GIS, please refer to the "Investments, Practices
and Risks" section of this prospectus. Please see the SAI for a detailed
description of all investments, and their associated risks, available to Account
TGIS.

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account TGIS are the same as Account GIS.
(See "Account GIS -- Fundamental Investment Policies.")

THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT TSB)
- --------------------------------------------------------------------------------

INVESTMENT ADVISER: TAMIC

PORTFOLIO MANAGER: Emil Molinaro, Jr.

INVESTMENT OBJECTIVE High current income with limited price volatility while
maintaining a high degree of liquidity.

KEY INVESTMENTS: High quality fixed-income securities.

U.S. GOVERNMENT MONEY MARKET
SECURITIES These are short-term debt instruments issued or
guaranteed by the U.S. Government or its
agencies, instrumentalities or
government-sponsored enterprises. The full faith
and credit of the United States back not all U.S.
Government securities. For example, its right to
borrow money from the U.S. Treasury under certain
circumstances supports U.S. Government securities
such as those issued by Fannie Mae. Other U.S.
Government securities, such as those issued by
the Federal Farm Credit Banks Funding
Corporation, are supported only by the credit of
the entity that issued them.

39
<PAGE> 42

REPURCHASE AGREEMENTS Permit the Account to buy a security at one price
and, at the same time, agree to sell it back at a
higher price. Delays or losses to the Account
could result if the other party to the agreement
defaults or becomes insolvent.

RISK FACTORS

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account TSB permit it to:

40
<PAGE> 43

2. invest up to 10% of its assets in the securities of any one issuer,
including repurchase agreements with any one bank or dealer (exclusive
of securities issued or guaranteed by the United States government, its
agencies or instrumentalities);

3. acquire up to 10% of the outstanding securities of any one issuer
(exclusive of securities issued or guaranteed by the United States
government, its agencies or instrumentalities);

4. borrow money from banks on a temporary basis in an aggregate amount not
to exceed one third of Account TSB's assets (including the amount
borrowed); and

5. pledge, hypothecate or transfer, as security for indebtedness, any
securities owned or held by Account TSB as may be necessary in
connection with any borrowing mentioned above and in an aggregate amount
of up to 5% of Account TSB's assets.

THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT
FOR VARIABLE ANNUITIES (ACCOUNT TAS)
- --------------------------------------------------------------------------------

INVESTMENT ADVISER: TIMCO

PORTFOLIO MANAGER: Sandip Bhagat

INVESTMENT OBJECTIVE: Growth of capital

KEY INVESTMENTS: Common stock of mid-size U.S. companies

SELECTION PROCESS: In selecting investments for the portfolio, TIMCO identifies
stocks which appear to be undervalued. A computer model reviews over one
thousand stocks using fundamental and technical criteria such as price relative
to book value, earnings growth and momentum, and the change in price relative to
a broad composite stock index.

Computer-aided analysis may also be used to match certain characteristics of the
portfolio, such as industry sector representation, to the characteristics of a
market index, or to impose a tilt toward certain attributes. Account TAS
currently focuses on mid-sized domestic companies with market capitalizations
that fall between $500 million and $10 billion.

ADDITIONAL INVESTMENTS, INVESTMENT STRATEGIES AND TECHNIQUES: Account TAS may
invest in smaller or larger companies without limitation. A complete description
of all investments, and their associated risks, is contained in the SAI. These
additional investments include, but are not limited to, the following:

- convertible securities

- rights and warrants

- foreign securities
- illiquid securities

- money market instruments

- call or put options

In addition, Account TAS will use exchange-traded futures contracts to
facilitate market-timed moves. for a complete list of all investments available
to Account TAS, please refer to the "Investments at a Glance" table on page 48.

PRINCIPAL RISK FACTORS: Account TAS is most subject to equities risk, including
smaller companies risk, and market-timing risk. For a complete discussion of
these types of risk as well as other risks carried by the investments of Account
TAS, please refer to the "Investments, Practices and Risks" Section of this
prospectus. Please see the SAI for a detailed description of all investments,
and their associated risks, available to Account TAS.

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account TAS permit it to:

1. invest up to 5% of its assets in the securities of any one issuer;

2. borrow money from banks in amounts of up to 10% of its assets, but only
as a temporary measure for emergency or extraordinary purposes;

41
<PAGE> 44

3. pledge up to 10% of its assets to secure borrowings;

4. invest up to 25% of its assets in the securities of issuers in the same
industry; and

5. invest up to 10% of its assets in repurchase agreements maturing in more
than seven days and securities for which market quotations are not
readily available.

THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES
(ACCOUNT TB)
- --------------------------------------------------------------------------------

NOTE: The Travelers Timed Bond Account is not currently available to new
contract owners.

INVESTMENT ADVISER: TAMIC

PORTFOLIO MANAGER: Richard John

INVESTMENT OBJECTIVE: Current income and total return.

KEY INVESTMENTS: Highest credit quality debt securities.

SELECTION PROCESS: Account TB invests primarily in direct or indirect
obligations of the United States and its instrumentalities, and in obligations
of independent Federal Agencies. These debt securities include, but are not
limited to Treasury Bills, Treasury Notes and Treasury Bonds. Some examples of
the U.S. instrumentalities, enterprises or agencies in whose Securities the
Account may invest are:

<TABLE>
<S> <C>
- - Government National Mortgage - Export -- Import Bank of the U.S.
Association
- General Services Administration
- - Farmer's Homes Administration
- Farm Credit System
- - Small Business Administration
- Federal Home Loan Mortgage
- - Federal Financing Bank Corporation
- - Federal Home Loan Banks - Student Loan Marketing Association
- - Federal National Mortgage Association
</TABLE>

For a complete list of all investments available to Account TB, please refer to
the "Investments at a Glance" on page 48.

ADDITIONAL INVESTMENTS, INVESTMENT STRATEGIES AND TECHNIQUES: In addition,
Account TB may use exchange-traded futures contracts to facilitate market timed
moves, and as a hedge to protect against changes in interest rates. A complete
description of all investments and associated risks is contained in the SAI.
These additional investments include, but are not limited to :

- money market investments

- when-issued securities

- covered call options

PRINCIPAL RISK FACTORS: Account TB is most subject to fixed-income securities
risk and market timing risk. For a complete discussion of these and other risks
carried by the investments of Account TB, please refer to the "Investments,
Practices and Risks" section of this prospectus. Please see the SAI for a
detailed description of all investments, and their associated risks, available
to Account TB.

42
<PAGE> 45

FUNDAMENTAL INVESTMENT POLICIES

The fundamental investment policies of Account TB permit it to:

1. invest up to 5% of its assets in the securities of any one issuer
(exclusive of securities of the United States government, its agencies
or instrumentalities, for which there is no limit);

2. borrow money from banks in amounts of up to 10% of its assets, but only
as a temporary measure for emergency or extraordinary purposes;

3. pledge up to 10% of its assets to secure borrowings;

4. invest up to 25% of its assets in the securities of issuers in the same
industry (exclusive of securities of the U.S. government, its agencies
or instrumentalities, for which there is no limit); and

5. invest up to 10% of its assets in repurchase agreements maturing in more
than seven days.

43
<PAGE> 46

INVESTMENTS, PRACTICES AND RISKS OF THE MANAGED SEPARATE ACCOUNTS

Each Account invests in various instruments subject to its particular investment
policies. The Accounts invest in some or all of the following, as indicated
below and in the Statement of Additional Information. For a free copy of the
Statement of Additional Information, see the front cover of this prospectus.

EQUITIES
( )
Equity securities include common and preferred
stock, warrants, rights, depository receipts and
shares, trust certificates, and real estate
instruments.

Equities are subject to market risk. Many factors
affect the stock market prices and dividend
payouts of equity investments. These factors
include general business conditions, investor
confidence in the economy, and current conditions
in a particular industry or company. Each company
determines whether or not to pay dividends on
common stock. Equity securities are subject to
financial risks relating to the issuer's earning
stability and overall financial soundness.
Smaller and emerging growth companies are
particularly sensitive to these factors.

Equity securities that are traded
over-the-counter may be more volatile than
exchange-listed stocks, and the Fund may
experience difficulty in purchasing or selling
these securities at a fair price.

When you sell your shares, they may be worth more
or less than what you paid for them.

GROWTH INVESTING
( ) This method of investing involves buying stocks
with above-average growth rates. Typically,
growth stocks are the stocks of faster growing
companies in more rapidly growing sectors of the
economy. Generally, growth stock valuation levels
will be higher than value stocks and the market
averages.

VALUE INVESTING
( ) This method of investing involves buying stocks
that are out of favor and/or undervalued in
comparison to their peers and/or their prospects
for growth. Generally, value stock valuation
levels are lower than growth stocks.

FIXED INCOME INVESTMENTS
(All Accounts) Each Account may invest in fixed income
securities. Fixed income securities include U.S.
government securities, certificates of deposit,
and short-term money market instruments. Fixed
income securities may have all types of interest
rate payment and reset terms, including fixed
rate, adjustable rate, zero coupon, contingent,
deferred, payment in kind and auction rate
features.

The value of debt securities varies inversely
with interest rates. This means generally that
the value of these investments increases as
short-term interest rates fall and decreases as
short-term interest rates rise. Yields from
short-term securities normally may be lower than
yields from longer-term securities. A bond's
price is affected by its issuer's credit quality.
An

44
<PAGE> 47

issuer may not always make payments on a fixed
income security. Some fixed income securities,
such as mortgage-backed securities are subject to
prepayment risk, which occurs when an issuer can
prepay the principal owed on a security before
its maturity.

High-yield, high-risk securities, commonly called
"junk bonds," and are considered speculative.
While generally providing greater income than
investments in higher-quality securities, these
securities will involve greater risk of principal
and income (including the possibility of default
or bankruptcy of the issuers of the security).

MARKET TIMING RISKS
(Timed Aggressive Stock,
Timed Growth and Income,
Timed Bond, Timed
Short-Term Bond) If you participate in a market timing agreement,
you may be subject to the following additional
risks: (1) higher transaction costs; (2) higher
portfolio turnover rate; (3) investment return
goals not being achieved by the registered
investment advisers which provide market timing
services; and (4) higher account expenses for
depleting and, then starting up the account.
Actions by the registered investment advisers
which provide market timing services may also
increase risks generally found in any investment,
i.e., the failure to achieve an investment
objective, and possible lower yield. In addition,
if more than one market timing strategy uses a
Market Timed Account, those who invest in the
Market Timed Account when others are transferred
into or out of that Account by the registered
investment advisers may bear part of the direct
costs incurred by those individuals who were
transferred. For example, if 90% of a Market
Timed Account is under one market timing
strategy, and those funds are transferred into or
out of that Account, those constituting the other
10% of the Market Timed Account may bear a higher
portion of the expense for the transfer.

FOREIGN SECURITIES
(Travelers Growth and Income,
Travelers Timed Growth and
Income, Travelers Timed
Short-Term Bond Account,
Travelers Timed Aggressive)
Stock An investment in foreign securities involves risk
in addition to those of U.S. securities,
including possible political and economic
instability and the possible imposition of
exchange controls or other restrictions on
investments. The Account also bears an
"information" risk associated with the different
accounting, auditing, and financial reporting
standards in many foreign countries. If an
Account invests in securities denominated or
quoted in currencies other than the U.S. dollar,
changes in foreign currency rates relative to the
U.S. dollar will affect the U.S. dollar value of
the Account's assets.

EMERGING MARKET INVESTMENTS
( )
Emerging markets offer the potential of
significant gains but also involve greater risks
than investing in more developed countries.
Political or economic instability, lack of market
liquidity and government actions, such as
currency controls or seizure of private business
or property may be more likely in emerging
markets.

45
<PAGE> 48

DERIVATIVES AND HEDGING
TECHNIQUES
( )
An Account may use derivative contracts, such as
futures and options on securities, may be used
for any of the following purposes:

- To hedge against the economic impact of
adverse changes in the market value of its
securities, due to changes in stock market
prices, currency exchange rates or interest
rates;

- As a substitute for buying or selling
securities

- To enhance return

Even a small investment in derivative contracts
can have a big impact on an Account's stock
market, currency and interest rate exposure.
Therefore, using derivatives can
disproportionately increase losses and reduce
opportunities for gain when stock prices,
currency rates or interest rates are changing.

For a more complete description of derivative and
hedging techniques and their associated risks,
please refer to the Statement of Additional
Information.
OTHER RISK FACTORS

SELECTION RISK
( )
Account investors are subject to selection risk
in that a strategy used, or stock selected, may
fail to have the desired effect Specifically,
stocks believed to show potential for capital
growth may not achieve that growth. Strategies or
instruments used to hedge against a possible risk
or loss may fail to protect against the
particular risk or loss.
TEMPORARY DEFENSIVE POSITIONS
( )
The Accounts may depart from principal investment
strategies in response to adverse market,
economic or political conditions by taking
temporary defensive positions in various types of
money market and short-term debt securities. If
an Account takes a temporary defensive position,
it is not pursuing its investment goal.
PORTFOLIO TURNOVER
( )
The Accounts may actively trade portfolio
securities in an attempt to achieve their
investment objective. Active trading will cause
the Accounts to have an increased portfolio
turnover rate, which is likely to generate
shorter-term gains (losses) for its shareholders,
which are taxed at a higher rate than longer-term
gains (losses). Actively trading portfolio
securities increases the Accounts' trading costs
and may have an adverse impact on the Accounts'
performance.

46
<PAGE> 49

INVESTMENTS AT A GLANCE
- --------------------------------------------------------------------------------

Each Account invests in various instruments subject to its particular investment
policies. The Accounts invest in some or all of the following, as indicated
below. These techniques and practices are described together with their risks,
in the SAI.

- ---------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TECHNIQUES GIS MM QB TAS TGIS TSB TB
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Affiliated Bank Transactions
- ---------------------------------------------------------------------------------------------------------------------------------
American Depositary Receipts X X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Asset-Backed Mortgage Securities
- ---------------------------------------------------------------------------------------------------------------------------------
Bankers Acceptances X X X X X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Buying Put and Call Options X X
- ---------------------------------------------------------------------------------------------------------------------------------
Certificates of Deposit X X X X X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Commercial Paper X X X X X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Convertible Securities X X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Corporate Asset-Backed Securities
- ---------------------------------------------------------------------------------------------------------------------------------
Debt Securities X X X X X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Emerging Market Securities
- ---------------------------------------------------------------------------------------------------------------------------------
Equity Securities X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Floating & Variable Rate Instruments X X
- ---------------------------------------------------------------------------------------------------------------------------------
Foreign Securities X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Forward Contracts on Foreign Currency
- ---------------------------------------------------------------------------------------------------------------------------------
Futures Contracts
- ---------------------------------------------------------------------------------------------------------------------------------
Illiquid Securities X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Indexed Securities
- ---------------------------------------------------------------------------------------------------------------------------------
Index Futures Contracts X
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Company Securities
- ---------------------------------------------------------------------------------------------------------------------------------
Investment in Unseasoned Companies X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Lending Portfolio Securities
- ---------------------------------------------------------------------------------------------------------------------------------
Letters of Credit
- ---------------------------------------------------------------------------------------------------------------------------------
Loan Participations
- ---------------------------------------------------------------------------------------------------------------------------------
Options on Foreign Currencies
- ---------------------------------------------------------------------------------------------------------------------------------
Options on Index Futures Contracts X X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Options on Stock Indices
- ---------------------------------------------------------------------------------------------------------------------------------
Other Direct Indebtedness X X
- ---------------------------------------------------------------------------------------------------------------------------------
Real Estate-Related Instruments
- ---------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Reverse Repurchase Agreements
- ---------------------------------------------------------------------------------------------------------------------------------
Short Sales "Against the Box"
- ---------------------------------------------------------------------------------------------------------------------------------
Short-Term Money Market Instruments X X X X X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Swap Agreements
- ---------------------------------------------------------------------------------------------------------------------------------
Temporary Bank Borrowing
- ---------------------------------------------------------------------------------------------------------------------------------
U.S. Government Securities X X X X X X X
- ---------------------------------------------------------------------------------------------------------------------------------
Variable Amount Master Demand Notes
- ---------------------------------------------------------------------------------------------------------------------------------
When-Issued and Delayed Delivery Securities X
- ---------------------------------------------------------------------------------------------------------------------------------
Writing Covered Call Options X X
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

47
<PAGE> 50

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

THE FIXED ACCOUNT

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

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

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

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

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

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

The initial rate for any allocations into the Fixed Account is guaranteed for
one year from the date of such allocation. Subsequent renewal rates will be
guaranteed for the calendar quarter. We also guarantee that for the life of the
Contract we will credit interest at not less than 3% per year. Any interest
credited to amounts allocated to the Fixed Account in excess of 3% per year will
be determined in our sole discretion. You assume the risk that interest credit
to the Fixed Account may not exceed the minimum guarantee of 3.5% for any given
year.

TRANSFERS

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

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

A-1
<PAGE> 51

APPENDIX
B
CONDENSED FINANCIAL INFORMATION
- -------------------------------------------------------------------------

THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES
<TABLE>
<CAPTION>
1997 1996 1995 1994
------------------- ------------------- ------------------- -------------------
Q NQ Q NQ Q NQ Q NQ
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year... $ 3.034 $ 3.146 $ 2.396 $ 2.485 $ 1.779 $ 1.845 $ 1.892 $ 1.962
Unit Value at end of year......... 3.779 3.920 3.034 3.146 2.396 2.485 1.779 1.845
Number of units outstanding at end
of year (thousands)............. 84,250 9,791 64,294 7,828 45,979 4,415 40,160 3,605
HIGH YIELD BOND TRUST
Unit Value at beginning of year... $ 2.833 $ 2.863 $ 2.472 $ 2.498 $ 2.167 $ 2.189 $ 2.222 $ 2.245
Unit Value at end of year......... 3.261 3.295 2.833 2.863 2.472 2.498 2.167 2.189
Number of units outstanding at end
of year (thousands)............. 6,673 973 5,312 657 4,592 498 4,708 585
MANAGED ASSETS TRUST
Unit Value at beginning of year... $ 3.105 $ 3.342 $ 2.763 $ 2.975 $ 2.201 $ 2.369 $ 2.281 $ 2.455
Unit Value at end of year......... 3.720 4.004 3.105 3.342 2.763 2.975 2.201 2.369
Number of units outstanding at end
of year (thousands)............. 53,841 5,164 55,055 4,632 57,020 4,114 58,355 4,813

<CAPTION>
<S> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year... $ 1.665 $ 1.727
Unit Value at end of year......... 1.892 1.962
Number of units outstanding at end
of year (thousands)............. 30,003 2,825
HIGH YIELD BOND TRUST
Unit Value at beginning of year... $ 1.974 $ 1.994
Unit Value at end of year......... 2.222 2.245
Number of units outstanding at end
of year (thousands)............. 5,066 603
MANAGED ASSETS TRUST
Unit Value at beginning of year... $ 2.111 $ 2.273
Unit Value at end of year......... 2.281 2.455
Number of units outstanding at end
of year (thousands)............. 63,538 4,490
</TABLE>
<TABLE>
<CAPTION>
1992 1991 1990 1989
------------------- ------------------- ------------------- -------------------
Q NQ Q NQ Q NQ Q NQ
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year... $ 1.433 $ 1.487 $ 1.075 $ 1.114 $ 1.157 $ 1.200 $ 1.015 $ 1.052
Unit Value at end of year......... 1.665 1.727 1.433 1.487 1.075 1.114 1.157 1.200
Number of units outstanding at end
of year (thousands)............. 16,453 1,020 12,703 887 11,356 553 12,038 495
HIGH YIELD BOND TRUST
Unit Value at beginning of year... $ 1.767 $ 1.785 $ 1.418 $ 1.433 $ 1.573 $ 1.590 $ 1.571 $ 1.588
Unit Value at end of year......... 1.976 1.994 1.767 1.785 1.418 1.433 1.573 1.590
Number of units outstanding at end
of year (thousands)............. 4,730 428 4,018 344 4,045 341 6,074 573
MANAGED ASSETS TRUST
Unit Value at beginning of year... $ 2.034 $ 2.189 $ 1.691 $ 1.821 $ 1.671 $ 1.799 $ 1.331 $ 1.433
Unit Value at end of year......... 2.111 2.273 2.034 2.189 1.691 1.821 1.671 1.799
Number of units outstanding at end
of year (thousands)............. 65,926 4,120 58,106 3,359 51,489 2.744 47,104 2,836

<CAPTION>
<S> <C> <C>
- -----------------------------------------------------------------
CAPITAL APPRECIATION FUND*
Unit Value at beginning of year... $ 0.934 $ 0.968
Unit Value at end of year......... 1.015 1.052
Number of units outstanding at end
of year (thousands)............. 13,040 423
HIGH YIELD BOND TRUST
Unit Value at beginning of year... $ 1.388 $ 1.403
Unit Value at end of year......... 1.571 1.588
Number of units outstanding at end
of year (thousands)............. 5,783 676
MANAGED ASSETS TRUST
Unit Value at beginning of year... $ 1.234 $ 1.328
Unit Value at end of year......... 1.331 1.433
Number of units outstanding at end
of year (thousands)............. 46,809 3,316
</TABLE>

Q = Qualified
NQ = NonQualified
The financial statements of Fund U are contained in the Annual Report
which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial
statements of The Travelers Insurance Company and Subsidiaries are
contained in the SAI.
* Prior to May 1, 1994, the Capital Appreciation Fund was known as the
Aggressive Stock Trust.

B-1
<PAGE> 52

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
U.S. GOVERNMENT SECURITIES PORTFOLIO (1/92)*
Unit Value at beginning of period......................... $ 1.323 $ 1.321 $ 1.074 $ 1.153 $ 1.066 $ 1.000
Unit Value at end of period............................... 1.472 1.323 1.321 1.074 1.153 1.066
Number of units outstanding at end of period
(thousands)............................................. 22,809 19,054 21,339 22,709 22,142 8,566
SOCIAL AWARENESS STOCK PORTFOLIO (5/92)*
Unit Value at beginning of period......................... $ 1.731 $ 1.461 $ 1.109 $ 1.153 $ 1.086 $ 1.000
Unit Value at end of period............................... 2.176 1.731 1.461 1.109 1.153 1.086
Number of units outstanding at end of year (thousands).... 9,539 6,355 4,841 3,499 2,920 1,332
UTILITIES PORTFOLIO (2/94)*
Unit Value at beginning of period......................... $ 1.363 $ 1.284 $ 1.005 $ 1.000 -- --
Unit Value at end of period............................... 1.686 1.363 1.284 1.005 -- --
Number of units outstanding at end of period
(thousands)............................................. 12,539 13,258 11,918 5,740 -- --
TEMPLETON BOND FUND (1/92)* (CLASS 1)
Unit Value at beginning of year........................... $ 1.351 $ 1.250 $ 1.101 $ 1.172 $ 1.065 $ 1.000
Unit Value at end of year................................. 1.367 1.351 1.250 1.101 1.172 1.065
Number of units outstanding at end of year (thousands).... 10,502 10,260 10,527 10,186 8,014 3,477
TEMPLETON STOCK FUND (1/92)* (CLASS 1)
Unit Value at beginning of year........................... $ 2.001 $ 1.655 $ 1.338 $ 1.385 $ 1.047 $ 1.000
Unit Value at end of year................................. 2.211 2.001 1.655 1.338 1.385 1.047
Number of units outstanding at end of year (thousands).... 180,876 154,614 122,937 101,462 43,847 10,433
TEMPLETON ASSET ALLOCATION FUND (1/92)* (CLASS 1)
Unit Value at beginning of year........................... $ 1.815 $ 1.546 $ 1.277 $ 1.333 $ 1.070 $ 1.000
Unit Value at end of year................................. 2.070 1.815 1.546 1.277 1.333 1.070
Number of units outstanding at end of year (thousands).... 124,603 113,809 107,460 103,407 51,893 13,888
FIDELITY VIP HIGH INCOME PORTFOLIO (2/92)*
Unit Value at beginning of year........................... $ 1.766 $ 1.568 $ 1.316 $ 1.354 $ 1.138 $ 1.000
Unit Value at end of year................................. 2.052 1.766 1.568 1.316 1.354 1.138
Number of units outstanding at end of year (thousands).... 48,895 40,309 32,601 25,813 17,381 4,875
FIDELITY VIP GROWTH PORTFOLIO (1/92)*
Unit Value at beginning of year........................... $ 1.805 $ 1.594 $ 1.192 $ 1.207 $ 1.024 $ 1.000
Unit Value at end of year................................. 2.201 1.805 1.594 1.192 1.207 1.024
Number of units outstanding at end of year (thousands).... 289,002 274,892 229,299 176,304 101,260 30,240
FIDELITY VIP EQUITY-INCOME PORTFOLIO (7/93)*
Unit Value at beginning of period......................... $ 1.674 $ 1.484 $ 1.112 $ 1.052 $ 1.000 --
Unit Value at end of period............................... 2.118 1.674 1.484 1.112 1.052 --
Number of units outstanding at end of period
(thousands)............................................. 237,050 205,636 153,463 78,856 13,414 --
FIDELITY VIP II ASSET MANAGER PORTFOLIO (1/92)*
Unit Value at beginning of year........................... $ 1.577 $ 1.394 $ 1.207 $ 1.301 $ 1.088 $ 1.000
Unit Value at end of year................................. 1.879 1.577 1.394 1.207 1.301 1.088
Number of units outstanding at end of year (thousands).... 240,064 249,050 270,795 282,474 162,413 30,207
DREYFUS STOCK INDEX FUND (1/92)*
Unit Value at beginning of year........................... $ 1.870 $ 1.546 $ 1.144 $ 1.148 $ 1.064 $ 1.000
Unit Value at end of year................................. 2.456 1.870 1.546 1.144 1.148 1.064
Number of units outstanding at end of year (thousands).... 109,317 66,098 43,247 31,600 26,789 12,089
AMERICAN ODYSSEY INTERNATIONAL EQUITY FUND (5/93)*
Unit Value at beginning of period......................... $ 1.534 $ 1.274 $ 1.084 $ 1.180 $ 1.000 --
Unit Value at end of period............................... 1.592 1.534 1.274 1.084 1.180 --
Number of units outstanding at end of period
(thousands)............................................. 143,959 121,896 70,364 47,096 16,944 --
AMERICAN ODYSSEY EMERGING OPPORTUNITIES FUND (5/93)*
Unit Value at beginning of period......................... $ 1.460 $ 1.526 $ 1.168 $ 1.079 $ 1.000 --
Unit Value at end of period............................... 1.541 1.460 1.526 1.168 1.079 --
Number of units outstanding at end of period
(thousands)............................................. 162,146 122,877 103,815 73,838 27,011 --
</TABLE>

B-2
<PAGE> 53
CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES (CONTINUED)

<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AMERICAN ODYSSEY CORE EQUITY FUND (6/93)*
Unit Value at beginning of period......................... $ 1.647 $ 1.354 $ .990 $ 1.012 $ 1.000 --
Unit Value at end of period............................... 2.143 1.647 1.354 .990 1.012 --
Number of units outstanding at end of period
(thousands)............................................. 185,895 170,552 137,330 100,082 37,136 --
AMERICAN ODYSSEY LONG-TERM BOND FUND (6/93)*
Unit Value at beginning of period......................... $ 1.221 $ 1.221 $ .990 $ 1.085 $ 1.000 --
Unit Value at end of period............................... 1.352 1.221 1.221 .990 1.085 --
Number of units outstanding at end of period
(thousands)............................................. 159,728 137,075 101,376 70,928 25,467 --
AMERICAN ODYSSEY INTERMEDIATE-TERM BOND FUND (6/93)*
Unit Value at beginning of period......................... $ 1.157 $ 1.128 $ .993 $ 1.035 $ 1.000 --
Unit Value at end of period............................... 1.229 1.157 1.128 .993 1.035 --
Number of units outstanding at end of period
(thousands)............................................. 86,914 78,211 68,878 50,403 19,564 --
AMERICAN ODYSSEY GLOBAL HIGH-YIELD BOND FUND** (5/93)*
Unit Value at beginning of period......................... $ 1.129 $ 1.102 $ 1.006 $ 1.020 $ 1.000 --
Unit Value at end of period............................... 1.183 1.129 1.102 1.006 1.020 --
Number of units outstanding at end of period
(thousands)............................................. 48,929 44,077 24,416 17,611 8,201 --
SMITH BARNEY LARGE CAP VALUE PORTFOLIO (2/95)*
(formerly Smith Barney Income and Growth Portfolio)
Unit Value at beginning of period......................... $ 1.474 $ 1.246 $ 1.000 -- -- --
Unit Value at end of period............................... 1.843 1.474 1.246 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 10,871 6,133 1,747 -- -- --
ALLIANCE GROWTH PORTFOLIO (2/95)*
Unit Value at beginning of period......................... $ 1.640 $ 1.284 $ 1.000 -- -- --
Unit Value at end of period............................... 2.091 1.640 1.284 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 19,535 10,809 2,498 -- -- --
SMITH BARNEY INTERNATIONAL EQUITY PORTFOLIO (2/95)*
Unit Value at beginning of period......................... $ 1.321 $ 1.137 $ 1.000 -- -- --
Unit Value at end of period............................... 1.339 1.321 1.137 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 7,634 5,777 593 -- -- --
PUTNAM DIVERSIFIED INCOME PORTFOLIO (3/95)*
Unit Value at beginning of period......................... $ 1.206 $ 1.128 $ 1.000 -- -- --
Unit Value at end of period............................... 1.282 1.206 1.128 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 5,171 2,375 774 -- -- --
SMITH BARNEY HIGH INCOME PORTFOLIO (3/95)*
Unit Value at beginning of period......................... $ 1.256 $ 1.124 $ 1.000 -- -- --
Unit Value at end of period............................... 1.412 1.256 1.124 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 1,307 553 138 -- -- --
MFS TOTAL RETURN PORTFOLIO (2/95)*
Unit Value at beginning of period......................... $ 1.362 $ 1.205 $ 1.000 -- -- --
Unit Value at end of period............................... 1.630 1.362 1.205 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 14,655 7,302 2,734 -- -- --
G.T. GLOBAL STRATEGIC INCOME PORTFOLIO*** (3/95)*
Unit Value at beginning of period......................... $ 1.402 $ 1.195 $ 1.000 -- -- --
Unit Value at end of period............................... 1.487 1.402 1.195 -- -- --
Number of units outstanding at end of period
(thousands)............................................. 222 242 162 -- -- --
</TABLE>

* Represents date money was first applied to funding option through Separate
Account.

** Formerly American Odyssey Short-Term Bond Fund. The name, investment
objectives and investment subadviser were changed pursuant to a shareholder
vote effective May 1, 1998.

*** Not currently available to new Contract Owners in most states.

The financial statements of Fund U are contained in the Annual Report which
should be read along with this information and which is incorporated by
reference into the SAI. The consolidated financial statements of The Travelers
Insurance Company and Subsidiaries are contained in the SAI.

B-3
<PAGE> 54

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

PER UNIT DATA FOR AN ACCUMULATION AND ANNUITY UNIT OUTSTANDING THROUGHOUT EACH
YEAR

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the five years in the period ended December 31, 1997 is contained in the Account
GIS Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.
<TABLE>
<CAPTION>
CONTRACTS ISSUED ON OR AFTER TO MAY 16, 1983 1997 1996 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income................ $ .228 $ .212 $ .205 $ .189 $ .184 $ .188 $ .198 $ .192
Operating expenses..................... .228 .175 .140 .115 .106 .098 .091 .079
-------- -------- ------- ------- ------- ------- ------- -------
Net investment income.................. .000 .037 .065 .074 .078 .090 .107 .113
Unit Value at beginning of year........ 11.371 9.369 6.917 7.007 6.507 6.447 5.048 5.295
Net realized and change in unrealized gains
(losses)............................. 3.584 1.965 2.387 (.164) .422 (.030) 1.292 (.360)
-------- -------- ------- ------- ------- ------- ------- -------
Unit Value at end of year.............. $ 14.955 $ 11.371 $ 9.369 $ 6.917 $ 7.007 $ 6.507 $ 6.447 $ 5.048
======== ======== ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ 3.58 $ 2.00 $ 2.45 $ (.09) $ .50 $ .06 $ 1.40 $ (.25)
Ratio of operating expenses to average net
assets............................... 1.70% 1.70% 1.70% 1.65% 1.57% 1.58% 1.58% 1.57%
Ratio of net investment income to average
net assets........................... .00% .36% .79% 1.05% 1.15% 1.43% 1.86% 2.25%
Number of units outstanding at end of year
(thousands).......................... 29,545 27,578 26,688 26,692 28,497 29,661 26,235 19,634
Portfolio turnover rate................ 64% 85% 96% 103% 81% 189% 319% 54%
Average Commission Rate Paid*.......... $ .051 $ .047 -- -- -- -- -- --
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1997 1996 1995 1994 1993 1992 1991 1990
- -----------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income................ $ .233 $ .216 $ .208 $ .192 $ .189 $ .192 $ .201 $ .199
Operating expenses..................... .201 .154 .123 .100 .092 .085 .077 .069
-------- -------- ------- ------- ------- ------- ------- -------
Net investment income.................. .032 .062 .085 .092 .097 .107 .124 .130
Unit Value at beginning of year........ 11.763 9.668 7.120 7.194 6.664 6.587 5.145 5.383
Net realized and change in unrealized gains
(losses)............................. 3.715 2.033 2.463 (.166) .433 (.030) 1.318 (.368)
-------- -------- ------- ------- ------- ------- ------- -------
Unit Value at end of year.............. $ 15.510 $ 11.763 $ 9.668 $ 7.120 $ 7.194 $ 6.664 $ 6.587 $ 5.145
======== ======== ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ 3.75 $ 2.10 $ 2.55 $ (.07) $ .53 $ .08 $ 1.44 $ (.24)
Ratio of operating expenses to average net
assets............................... 1.45% 1.45% 1.45% 1.41% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to average
net assets........................... .24% .60% 1.02% 1.30% 1.40% 1.67% 2.11% 2.50%
Number of units outstanding at end of year
(thousands).......................... 15,194 16,554 17,896 19,557 21,841 22,516 24,868 28,053
Portfolio turnover rate................ 64% 85% 96% 103% 81% 189% 319% 54%
Average commission rate paid*.......... $ 0.51 $ .047 -- -- -- -- -- --

<CAPTION>
<S> <C> <C>
- -----------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income................ $ .191 $ .168
Operating expenses..................... .095 .071
------- -------
Net investment income.................. .096 .097
Unit Value at beginning of year........ 4.191 3.601
Net realized and change in unrealized gains
(losses)............................. 1.008 .493
------- -------
Unit Value at end of year.............. $ 5.295 $ 4.191
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ 1.10 $ .59
Ratio of operating expenses to average net
assets............................... 1.58% 1.58%
Ratio of net investment income to average
net assets........................... 2.33% 2.60%
Number of units outstanding at end of year
(thousands).......................... 15,707 12,173
Portfolio turnover rate................ 27% 38%
Average Commission Rate Paid*.......... -- --
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1989 1988
- -----------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income................ $ .191 $ .168
Operating expenses..................... .066 .053
------- -------
Net investment income.................. .125 .115
Unit Value at beginning of year........ 4.250 3.642
Net realized and change in unrealized gains
(losses)............................. 1.008 .493
------- -------
Unit Value at end of year.............. $ 5.383 $ 4.250
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ 1.13 $ .61
Ratio of operating expenses to average net
assets............................... 1.33% 1.33%
Ratio of net investment income to average
net assets........................... 2.56% 2.85%
Number of units outstanding at end of year
(thousands).......................... 31,326 35,633
Portfolio turnover rate................ 27% 38%
Average commission rate paid*.......... -- --
</TABLE>

* The average commission rate paid is required for funds that have over 10% in
equities for which commissions are paid. This information is required for
funds with fiscal year ends on or after September 30, 1996.

B-4
<PAGE> 55

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
PER UNIT DATA FOR AN ACCUMULATION AND ANNUITY UNIT OUTSTANDING THROUGHOUT EACH
YEAR

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the five years in the period ended December 31, 1997 is contained in the Account
QB Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.
<TABLE>
<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1997 1996 1995 1994 1993 1992 1991 1990*
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income............... $ .342 $ .368 $ .319 $ .310 $ .299 $ .311 $ .299 $ .277
Operating expenses.................... .082 .078 .073 .069 .067 .061 .056 .048
------- ------- ------- ------- ------- ------- ------- -------
Net investment income................. .260 .290 .246 .241 .232 .250 .243 .229
Unit Value at beginning of year....... 5.060 4.894 4.274 4.381 4.052 3.799 3.357 3.129
Net realized and change in unrealized
gains (losses)...................... .073 (.124) .374 (.348) .097 .003 .199 (.001)
------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year............. $ 5.393 $ 5.060 $ 4.894 $ 4.274 $ 4.381 $ 4.052 $ 3.799 $ 3.357
======= ======= ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ .33 $ .17 $ .62 $ (.11) $ .33 $ .25 $ .44 $ .23
Ratio of operating expenses to average
net assets.......................... 1.57% 1.57% 1.57% 1.57% 1.57% 1.58% 1.57% 1.57%
Ratio of net investment income to
average net assets.................. 5.00% 5.87% 5.29% 5.62% 5.41% 6.38% 6.84% 7.06%
Number of units outstanding at end of
year (thousands).................... 21,521 24,804 27,066 27,033 28,472 20,250 17,211 14,245
Portfolio turnover rate............... 196% 176% 138% 27% 24% 23% 21% 41%
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1997 1996 1995 1994 1993 1992 1991 1990*
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .353 $ .379 $ .328 $ .318 $ .306 $ .317 $ .304 $ .281
Operating expenses.................... .071 .067 .063 .059 .058 .050 .048 .040
------- ------- ------- ------- ------- ------- ------- -------
Net investment income................. .282 .312 .265 .259 .248 .267 .256 .241
Unit Value at beginning of year....... 5.234 5.050 4.400 4.498 4.150 3.880 3.421 3.181
Net realized and change in unrealized
gains (losses)...................... .077 (.128) .385 (.357) .100 .003 .203 (.001)
------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year............. $ 5.593 $ 5.234 $ 5.050 $ 4.400 $ 4.498 $ 4.150 $ 3.880 $ 3.421
======= ======= ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ .36 $ .18 $ .65 $ (.10) $ .35 $ .27 $ .46 $ .24
Ratio of operating expenses to average
net assets.......................... 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to
average net assets.................. 5.25% 6.12% 5.54% 5.87% 5.66% 6.61% 7.09% 7.31%
Number of units outstanding at end of
year (thousands).................... 7,683 8,549 9,325 10,694 12,489 13,416 14,629 16,341
Portfolio turnover rate............... 196% 176% 138% 27% 24% 23% 21% 41%

<CAPTION>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .270 $ .259
Operating expenses.................... .047 .046
------- -------
Net investment income................. .223 .213
Unit Value at beginning of year....... 2.852 2.697
Net realized and change in unrealized
gains (losses)...................... .054 (.058)
------- -------
Unit Value at end of year............. $ 3.129 $ 2.852
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ .28 $ .16
Ratio of operating expenses to average
net assets.......................... 1.57% 1.58%
Ratio of net investment income to
average net assets.................. 7.44% 7.67%
Number of units outstanding at end of
year (thousands).................... 13,135 9,457
Portfolio turnover rate............... 33% 17%
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1989 1988
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .270 $ .259
Operating expenses.................... .035 .037
------- -------
Net investment income................. .235 .222
Unit Value at beginning of year....... 2.892 2.728
Net realized and change in unrealized
gains (losses)...................... .054 (.058)
------- -------
Unit Value at end of year............. $ 3.181 $ 2.892
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase (decrease) in unit value... $ .29 $ .16
Ratio of operating expenses to average
net assets.......................... 1.33% 1.33%
Ratio of net investment income to
average net assets.................. 7.60% 7.82%
Number of units outstanding at end of
year (thousands).................... 18,248 21,124
Portfolio turnover rate............... 33% 17%
</TABLE>

* On May 1, 1990, TAMIC replaced TIMCO as the investment adviser for Account QB.

B-5
<PAGE> 56

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES
PER UNIT DATA FOR AN ACCUMULATION AND ANNUITY UNIT OUTSTANDING THROUGHOUT EACH
YEAR

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the five years in the period ended December 31, 1997 is contained in the Account
MM Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.
<TABLE>
<CAPTION>
CONTRACTS ISSUED ON OR AFTER MAY 16, 1983 1997 1996 1995 1994 1993 1992 1991 1990*
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income............... $ .128 $ .121 $ .127 $ .087 $ .065 $ .077 $ .118 $ .149
Operating expenses.................... .036 .035 .034 .032 .031 .031 .030 .029
-------- -------- ------- ------- ------- ------- ------- -------
Net investment income................. .092 .086 .093 .055 .034 .046 .088 .120
Unit Value at beginning of year....... 2.263 2.177 2.084 2.029 1.995 1.949 1.861 1.741
-------- -------- ------- ------- ------- ------- ------- -------
Unit Value at end of year............. $ 2.355 $ 2.263 $ 2.177 $ 2.084 $ 2.029 $ 1.995 $ 1.949 $ 1.861
======== ======== ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value............ $ .09 $ .09 $ .09 $ .06 $ .03 $ .05 $ .09 $ .12
Ratio of operating expenses to average
net assets.......................... 1.57% 1.57% 1.57% 1.57% 1.57% 1.57% 1.57% 1.57%
Ratio of net investment income to
average net assets.................. 4.02% 3.84% 4.36% 2.72% 1.68% 2.33% 4.66% 6.68%
Number of units outstanding at end of
year (thousands).................... 36,134 38,044 35,721 39,675 34,227 42,115 55,013 67,343
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1997 1996 1995 1994 1993 1992 1991 1990*
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .134 $ .125 $ .130 $ .091 $ .067 $ .079 $ .120 $ .151
Operating expenses.................... .032 .030 .030 .028 .027 .027 .026 .024
-------- -------- ------- ------- ------- ------- ------- -------
Net investment income................. .102 .095 .100 .063 .040 .052 .094 .127
Unit Value at beginning of year....... 2.341 2.246 2.146 2.083 2.043 1.991 1.897 1.770
-------- -------- ------- ------- ------- ------- ------- -------
Unit Value at end of year............. $ 2.443 $ 2.341 $ 2.246 $ 2.146 $ 2.083 $ 2.043 $ 1.191 $ 1.897
======== ======== ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value............ $ .10 $ .10 $ .10 $ .06 $ .04 $ .05 $ .09 $ .13
Ratio of operating expenses to average
net assets.......................... 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33%
Ratio of net investment income to
average net assets.................. 4.27% 4.10% 4.61% 2.98% 1.93% 2.58% 4.90% 6.93%
Number of units outstanding at end of
year (thousands).................... 105 112 206 206 218 227 262 326

<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .156 $ .118
Operating expenses.................... .027 .023
------- -------
Net investment income................. .129 .095
Unit Value at beginning of year....... 1.612 1.517
------- -------
Unit Value at end of year............. $ 1.741 $ 1.612
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value............ $ .13 $ .10
Ratio of operating expenses to average
net assets.......................... 1.57% 1.56%
Ratio of net investment income to
average net assets.................. 7.65% 6.02%
Number of units outstanding at end of
year (thousands).................... 57,916 41,449
CONTRACTS ISSUED PRIOR TO MAY 16, 1983 1989 1988
- --------------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income............... $ .156 $ .118
Operating expenses.................... .021 .018
------- -------
Net investment income................. .135 .100
Unit Value at beginning of year....... 1.635 1.535
------- -------
Unit Value at end of year............. $ 1.770 $ 1.635
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL DATA
Net increase in unit value............ $ .14 $ .10
Ratio of operating expenses to average
net assets.......................... 1.33% 1.31%
Ratio of net investment income to
average net assets.................. 7.81% 6.19%
Number of units outstanding at end of
year (thousands).................... 367 497
</TABLE>

* On May 1, 1990, TAMIC replaced TIMCO as the investment adviser for Account MM.

B-6
<PAGE> 57

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
PER UNIT DATA FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH PERIOD

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the five years in the period ended December 31, 1997 is contained in the Account
TGIS Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income........... $ .075 $ .061 $ .083 $ .064 $ .043 $ .046 $ .045 $ .099
Operating expenses................ .090 .069** .057** .041** .042** .045** .045** .034**
------- ------- ------- ------- ------- ------- ------- -------
Net investment income............. (.015) (.008) .026 .023 .001 .001 -- .065
Unit Value at beginning of year... $ 2.717 $ 2.263 $ 1.695 $ 1.776 $ 1.689 $ 1.643 $ 1.391 $ 1.447
Net realized and change in
unrealized gains (losses)....... .824 .462 .542 (.104) 0.086 0.045 0.252 (.121)
------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year......... $ 3,526 $ 2.717 $ 2.263 $ 1.695 $ 1.776 $ 1.689 $ 1.643 $ 1.391
======= ======= ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ .81 $ .45 $ .57 $ (.08) $ .09 $ .05 $ .25 $ (.06)
Ratio of operating expenses to
average net assets*............. 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.41%**
Ratio of net investment income to
average net assets*............. (.45)% (.34)% 1.37% 1.58% 0.08% 0.78% 1.33% 1.86%
Number of units outstanding at end
of year (thousands)............. 60,312 68,111 105,044 29,692 -- 217,428 -- 5,708
Portfolio turnover rate........... 63% 81% 79% 19% 70% 119% 489% 653%
Average commission rate paid***... $ .053 $ .046 -- -- -- -- -- --

<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income........... $ .161 $ .044
Operating expenses................ .023 .017
------- -------
Net investment income............. .138 .027
Unit Value at beginning of year... $ 1.108 $ 1.000
Net realized and change in
unrealized gains (losses)....... .201 .081
------- -------
Unit Value at end of year......... $ 1.447 $ 1.108
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ .34 $ .11
Ratio of operating expenses to
average net assets*............. 1.57% 1.57%
Ratio of net investment income to
average net assets*............. 2.81% 2.55%
Number of units outstanding at end
of year (thousands)............. -- 3,829
Portfolio turnover rate........... 149% 268%
Average commission rate paid***... -- --
</TABLE>

* Annualized

** Effective May 1, 1990, market timing fees are included in operating
expenses. Prior to May 1, 1990, market timing fee payments were made by
separate check from a contract owner, and were not recorded in the financial
statements of Account TGIS, or by contractual surrender to the extent
allowed under federal tax law.

*** The average commission rate paid is required for funds that have over 10% in
equities for which commissions are paid. This information is required for
funds with fiscal year ends on or after September 30, 1996.

B-7
<PAGE> 58

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT FOR VARIABLE ANNUITIES*
PER UNIT DATA FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH YEAR

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the five years in the period ended December 31, 1997 is contained in the Account
TSB Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income........... $ .077 $ .057 $ .074 $ .055 $ .041 $ .054 $ .076 $ .099
Operating expenses................ .039** .030** .035** .036** .037** .041** .036** .030**
------- ------- ------- ------- ------- ------- ------- -------
Net investment income............. 0.38 .027 .039 .019 .004 .013 .040 .069
Unit value at beginning of year... 1.361 1.333 1.292 1.275 1.271 1.258 1.218 1.149
Net realized and change in
unrealized gains (losses)***.... .000 .001 .002 (.002) -- -- -- --
------- ------- ------- ------- ------- ------- ------- -------
Unit value at end of year......... $ 1.399 $ 1.361 $ 1.333 $ 1.292 $ 1.275 $ 1.271 $ 1.258 $ 1.218
======= ======= ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase in unit value........ $ .04 $ .03 $ .04 $ .02 $ -- $ .01 $ .04 $ .07
Ratio of operating expenses to
average net assets****.......... 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.82%** 2.41%**
Ratio of net investment income to
average net assets****.......... 2.77% 2.47% 3.17% 1.45% .39% 1.12% 3.07% 5.89%
Number of units outstanding at end
of year (thousands)............. 47,262 54,565 -- 216,713 353,374 173,359 439,527 369,769

<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income........... $ .102 $ .078
Operating expenses................ .017 .016
------- -------
Net investment income............. .085 .062
Unit value at beginning of year... 1.064 1.002
Net realized and change in
unrealized gains (losses)***.... -- --
------- -------
Unit value at end of year......... $ 1.149 $ 1.064
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase in unit value........ $ .09 $ .06
Ratio of operating expenses to
average net assets****.......... 1.57% 1.57%
Ratio of net investment income to
average net assets****.......... 7.63% 6.51%
Number of units outstanding at end
of year (thousands)............. 360,074 356,969
</TABLE>

* Prior to May 1, 1994, the Account was known as The Travelers Timed Money
Market Account for Variable Annuities.

** Effective May 1, 1990, market timing fees are included in operating
expenses. Prior to May 1, 1990, market timing fee payments were made by
separate check from a contract owner, and were not recorded in the financial
statements of Account TSB, or by contractual surrender to the extent allowed
under federal tax law.

*** Effective May 2, 1994, Account TSB was authorized to invest in securities
with a maturity of greater than one year. As a result, net realized and
change in unrealized gains (losses) are no longer included in total
investment income.

**** Annualized.

B-8
<PAGE> 59

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR VARIABLE ANNUITIES
PER UNIT DATA FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH YEAR

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the five years in the period ended December 31, 1997 is contained in the Account
TAS Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992 1991 1990+
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income........... $ .063 $ .041 $ .042 $ .036 $ .037 $ .041 $ .044 $ .045
Operating expenses................ .085 .069** .057** .049** .048** .043** .039** .073**
-------- -------- ------- ------- ------- ------- ------- -------
Net investment income (loss)...... (.022) (.028) (.015) (.013) (.011) (.002) .005 (.028)
Unit Value at beginning of year... 2.623 2.253 1.706 1.838 1.624 1.495 1.136 1.189
Net realized and unrealized gains
(losses)........................ .788 .398 .562 (.119) .225 .131 .354 (.025)
-------- -------- ------- ------- ------- ------- ------- -------
Unit Value at end of year......... $ 3.389 $ 2.623 $ 2.253 $ 1.706 $ 1.838 $ 1.624 $ 1.495 $ 1.136
======== ======== ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ .77 $ .37 $ .55 $ (.13) $ .21 $ (.13) $ .36 $ (.05)
Ratio of operating expenses to
average net assets*............. 2.85%** 2.84%** 2.83%** 2.80%** 2.82%** 2.93%** 2.99%** 2.64%**
Ratio of net investment income to
average net assets*............. (.76)% (1.13)% (.74)% (.72)% (.80)% (.12)% .37% (3.73)%
Number of units outstanding at end
of year (thousands)............. 25,865 30,167 45,575 25,109 43,059 20,225 19,565 5,585
Portfolio turnover rate........... 92% 98% 113% 142% 71% 269% 261% 0%
Average commission rate paid ++... $ .052 $ .047 -- -- -- -- -- --

<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income........... $ .052 $ .008
Operating expenses................ .051 .015
------- -------
Net investment income (loss)...... .001 (.007)
Unit Value at beginning of year... 1.059 1.001
Net realized and unrealized gains
(losses)........................ .129 .065
------- -------
Unit Value at end of year......... $ 1.189 $ 1.059
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ .13 $ .06
Ratio of operating expenses to
average net assets*............. 1.95% 1.95%
Ratio of net investment income to
average net assets*............. .91% (.88)%
Number of units outstanding at end
of year (thousands)............. -- --
Portfolio turnover rate........... 77% 127%
Average commission rate paid ++... -- --
</TABLE>

* Annualized

** Effective May 1, 1990, market timing fees are included in operating expenses.
Prior to May 1, 1990, market timing fee payments were made by separate check
from a contract owner and were not recorded in the financial statements of
Account TAS, or by contractual surrender to the extent allowed under federal
tax law.
+ On May 1, 1990, TIMCO replaced Keystone Custodian Funds, Inc. as the
investment adviser for Account TAS.
++ The average commission rate paid is required for funds that have over 10% in
equities for which commissions are paid. This information is required for
Funds with fiscal year ends on or after September 30, 1996.

B-9
<PAGE> 60

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES
PER UNIT DATA FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT EACH YEAR

The following information on per unit data has been audited by Coopers & Lybrand
L.L.P., independent accountants. Their report on the per unit data for each of
the five years in the period ended December 31, 1997 is contained in the Account
TB Annual Report which should be read along with this information and which is
incorporated by reference into the SAI. The consolidated financial statements of
The Travelers Insurance Company and Subsidiaries are contained in the SAI.
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992 1991 1990+
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECTED PER UNIT DATA
Total investment income........... $ .025 $ .033 $ .071 $ .007 $ .054 $ .051 $ .052 $ .072
Operating expenses................ .011 .015** .031** .006** .036** .032** .031** .018**
------- ------- ------- ------- ------- ------- ------- -------
Net investment income............. .014 .018 .040 .001 .018 .019 .021 .054
Unit Value at beginning of year... 1.232 1.383 1.215 1.234 1.132 1.087 .994 1.036
Net realized and change in
unrealized gains (losses)....... .027 (.169) .128 (.020) .084 .026 .072 (.096)
------- ------- ------- ------- ------- ------- ------- -------
Unit Value at end of year......... $ 1.273 $ 1.232 $ 1.383 $ 1.215 $ 1.234 $ 1.132 $ 1.087 $ .994
======= ======= ======= ======= ======= ======= ======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ .04 $ (.15) $ .17 $ (.02) $ .10 $ .05 $ .09 $ (.04)
Ratio of operating expenses to
average net assets*............. 3.00%** 3.00%** 3.00%** 3.00%** 3.00%** 2.99%** 3.00%** 2.58%**
Ratio of net investment income to
average net assets*............. 3.64% 3.48% 3.98% 1.02% 1.48% 1.71% 3.07% 3.88%
Number of units outstanding at end
of year (thousands)............. -- -- 11,466 -- 20,207 21,868 19,521 14,115
Portfolio turnover rate........... 129% 153% 117% -- 190% 505% 627% 370%

<CAPTION>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------
SELECTED PER UNIT DATA
Total investment income........... $ .147 $ .141
Operating expenses................ .023 .022
------- -------
Net investment income............. .124 .119
Unit Value at beginning of year... 1.114 1.000
Net realized and change in
unrealized gains (losses)....... (.202) (.005)
------- -------
Unit Value at end of year......... $ 1.036 $ 1.114
======= =======
SIGNIFICANT RATIOS AND ADDITIONAL
DATA
Net increase (decrease) in unit
value........................... $ (.08) $ .11
Ratio of operating expenses to
average net assets*............. 2.02% 2.04%
Ratio of net investment income to
average net assets*............. 11.15% 11.12%
Number of units outstanding at end
of year (thousands)............. 660 830
Portfolio turnover rate........... 10% 26%
</TABLE>

* Annualized

** Effective May 1, 1990, market timing fees are included in operating expenses.
Prior to May 1, 1990, market timing fee payments were made by separate check
from a contract owner, and were not recorded in the financial statements of
Account TB, or by contractual surrender to the extent allowed under federal
tax law.

+ On May 1, 1990, TAMIC replaced Keystone Custodian Funds, Inc. as the
investment adviser for Account TB.

B-10
<PAGE> 61

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

CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION

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

Description of The Travelers Insurance Company and The Separate Accounts
The Insurance Company
The Separate Accounts
Mixed and Shared Funding
Investment Objectives, Policies and Risks
Description of Certain Types of Investments and Investment Techniques
Available to the Separate Accounts
Investment Restrictions
The Travelers Growth and Income Stock Account For Variable Annuities
The Travelers Timed Growth and Income Stock Account for Variable
Annuities
The Travelers Timed Aggressive Stock Account for Variable Annuities
The Travelers Quality Bond Account for Variable Annuities
The Travelers Timed Bond Account for Variable Annuities
The Travelers Money Market Account for Variable Annuities
The Travelers Timed Short-Term Bond Account for Variable Annuities
Investment Management and Advisory Services
Advisory and Subadvisory Fees
TIMCO
TAMIC
Valuation of Assets
Net Investment Factor
Federal Tax Considerations
Performance Data
Yield Quotations of Account MM
Average Annual Total Return Quotations of Accounts GIS, QB, MM, TGIS,
TSB, TAS, TB and Fund U
The Board of Managers
Distribution and Management Services
Securities Custodian
Independent Accountants
Financial Statements

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

COPIES OF THE STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1999 (FORM NO.
L-11165S) ARE AVAILABLE WITHOUT CHARGE. TO REQUEST A COPY, PLEASE CLIP THIS
COUPON ON THE DOTTED LINE, ENTER YOUR NAME AND ADDRESS IN THE SPACES PROVIDED
BELOW, AND MAIL TO: THE TRAVELERS INSURANCE COMPANY, ANNUITY SERVICES, ONE TOWER
SQUARE, HARTFORD, CONNECTICUT 06183-5030.

Name:

Address:

C-1
<PAGE> 62

THE TRAVELERS UNIVERSAL ANNUITY

INDIVIDUAL AND GROUP
VARIABLE ANNUITY CONTRACTS
ISSUED BY
THE TRAVELERS INSURANCE COMPANY

L-11165 Printed in U.S.A.
TIC Ed. 5-99
<PAGE> 63

PART B

INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
<PAGE> 64
UNIVERSAL ANNUITY

STATEMENT OF ADDITIONAL INFORMATION: MAY 1, 1999

- --------------------------------------------------------------------------------
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS FUND U FOR VARIABLE ANNUITIES
- --------------------------------------------------------------------------------

VARIABLE ANNUITY CONTRACTS
ISSUED BY
THE TRAVELERS INSURANCE COMPANY

This Statement of Additional Information is not a prospectus but
relates to, and should be read in conjunction with, the Prospectus dated May 1,
1999. A copy of the Prospectus may be obtained by writing to The Travelers
Insurance Company (the "Company"), Annuity Services, One Tower Square,
Hartford, Connecticut 06183-5030, or by calling 1-800-842-9368. This Statement
of Additional Information should be read in conjunction with the accompanying
1998 Annual Report for the Separate Accounts.

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
DESCRIPTION OF THE TRAVELERS INSURANCE COMPANY AND THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . 2
The Insurance Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Mixed and Shared Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INVESTMENT OBJECTIVES, POLICIES AND RISKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT TECHNIQUES
AVAILABLE TO THE SEPARATE ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
The Travelers Growth and Income Stock Account for Variable Annuities . . . . . . . . . . . . . . . . . . . . . . 11
The Travelers Timed Growth and Income Stock Account for Variable Annuities . . . . . . . . . . . . . . . . . . . 11
The Travelers Timed Aggressive Stock Account for Variable Annuities . . . . . . . . . . . . . . . . . . . . . . 12
The Travelers Quality Bond Account for Variable Annuities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
The Travelers Timed Bond Account for Variable Annuities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
The Travelers Money Market Account for Variable Annuities . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
The Travelers Timed Short-Term Bond Account for Variable Annuities . . . . . . . . . . . . . . . . . . . . . . . 17
INVESTMENT MANAGEMENT AND ADVISORY SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Advisory Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
TIMCO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
TAMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
VALUATION OF ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
NET INVESTMENT FACTOR. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
PERFORMANCE DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Yield Quotations of Account MM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Average Annual Total Return Quotations of Accounts GIS, QB, MM, TGIS, TSB, TAS, TB and Fund U . . . . . . . . . 26
THE BOARD OF MANAGERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
DISTRIBUTION AND MANAGEMENT SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECURITIES CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
FINANCIAL STATEMENTS. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>

1
<PAGE> 65
DESCRIPTION OF THE TRAVELERS INSURANCE COMPANY
AND THE SEPARATE ACCOUNTS

THE INSURANCE COMPANY

The Travelers Insurance Company (the "Company") is a stock insurance
company chartered in 1864 in Connecticut and continuously engaged in the
insurance business since that time. The Company is a wholly owned subsidiary
of The Travelers Insurance Group, Inc., a holding company which is an indirect
wholly owned subsidiary of Travelers Group Inc., a financial services holding
company. The Company's Home Office is located at One Tower Square, Hartford,
Connecticut 06183.

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

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

THE SEPARATE ACCOUNTS

Each of the Separate Accounts available under the variable annuity
contracts described in this Statement of Additional Information meets the
definition of a separate account under federal securities laws, and will comply
with the provisions of the Investment Company Act of 1940, as amended (the
"1940 Act"). Additionally, the operations of each of the Separate Accounts are
subject to the provisions of Section 38a-433 of the Connecticut General
Statutes which authorize the Connecticut Insurance Commissioner to adopt
regulations under it. The Section contains no restrictions on investments of
the Separate Accounts, and the Commissioner has adopted no regulations under
the Section that affect the Separate Accounts.

MIXED AND SHARED FUNDING

It is conceivable that in the future it may be disadvantageous for
both variable annuity and variable life insurance separate accounts, or for
variable separate accounts of different insurance companies, to invest
simultaneously in the same portfolios (called "mixed" and "shared" funding).
Currently neither the insurance companies nor the portfolios foresee any such
disadvantages to the companies or to variable contract owners. Each portfolio's
board of trustees, directors or managers intends to monitor events in order to
identify any material conflicts between such policy owners and to determine
what action, if any, should be taken in response thereto.

INVESTMENT OBJECTIVES, POLICIES AND RISKS

Each Account's investment objective and, unless noted as fundamental,
its investment policies may be changed without approval of shareholders or
holders of variable annuity and variable life insurance contracts. A change in
an Account's investment objective or policies may result in the Account having
a different investment objective from those that a policyowner selected as
appropriate at the time of investment.

Listed below for quick reference are the types of investments that
each Account may make and its investment techniques. Any investments, policies
and restrictions generally are considered at the time of purchase; the sale of
instruments is not required in the event of a subsequent change in
circumstances. More detailed information about the Accounts' investments and
investment techniques follows the chart.

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<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
GIS QB MM TGIS TSB TAS TB
<S> <C>
Investment Technique
- -----------------------------------------------------------------------------------------------------------------------
Money Market Instruments
- -----------------------------------------------------------------------------------------------------------------------
Bankers' Acceptances
- -----------------------------------------------------------------------------------------------------------------------
Certificates of Deposit
- -----------------------------------------------------------------------------------------------------------------------
U.S. Government Securities
- -----------------------------------------------------------------------------------------------------------------------
Equity Securities
- -----------------------------------------------------------------------------------------------------------------------
Debt Securities
- -----------------------------------------------------------------------------------------------------------------------
High-Yield, High-Risk Bonds
- -----------------------------------------------------------------------------------------------------------------------
Floating & Variable Rate Instruments
- -----------------------------------------------------------------------------------------------------------------------
Variable Amount Master Demand Notes (Information to
- -----------------------------------------------------------------------------------------------------------------------
Repurchase Agreements be added by
- -----------------------------------------------------------------------------------------------------------------------
Reverse Repurchase Agreements amendment)
- -----------------------------------------------------------------------------------------------------------------------
When-Issued & Delayed Delivery Securities
- -----------------------------------------------------------------------------------------------------------------------
Futures Contracts
- -----------------------------------------------------------------------------------------------------------------------
Commercial Paper
- -----------------------------------------------------------------------------------------------------------------------
Writing Covered Call Options
- -----------------------------------------------------------------------------------------------------------------------
Buying Put and Call Options
- -----------------------------------------------------------------------------------------------------------------------
Options on Stock Indices
- -----------------------------------------------------------------------------------------------------------------------
Index Futures Contracts
- -----------------------------------------------------------------------------------------------------------------------
Options on Index Futures Contracts
- -----------------------------------------------------------------------------------------------------------------------
Forward Contracts on Foreign Currency
- -----------------------------------------------------------------------------------------------------------------------
Options on Foreign Currencies
- -----------------------------------------------------------------------------------------------------------------------
Foreign Securities
- -----------------------------------------------------------------------------------------------------------------------
American Depositary Receipts
- -----------------------------------------------------------------------------------------------------------------------
Emerging Market Securities
- -----------------------------------------------------------------------------------------------------------------------
Lending Portfolio Securities
- -----------------------------------------------------------------------------------------------------------------------
Temporary Bank Borrowing
- -----------------------------------------------------------------------------------------------------------------------
Letters of Credit
- -----------------------------------------------------------------------------------------------------------------------
Investment in Unseasoned Companies
- -----------------------------------------------------------------------------------------------------------------------
Real Estate-Related Instruments
- -----------------------------------------------------------------------------------------------------------------------
Corporate Asset-Backed Securities
- -----------------------------------------------------------------------------------------------------------------------
Asset-Backed Mortgage Securities
- -----------------------------------------------------------------------------------------------------------------------
Loan Participations
- -----------------------------------------------------------------------------------------------------------------------
Other Direct Indebtedness
- -----------------------------------------------------------------------------------------------------------------------
Investment Company Securities
- -----------------------------------------------------------------------------------------------------------------------
Affiliated Bank Transactions
- -----------------------------------------------------------------------------------------------------------------------
Indexed Securities
- -----------------------------------------------------------------------------------------------------------------------
Short Sales "Against the Box"
- -----------------------------------------------------------------------------------------------------------------------
Swap Agreements
- -----------------------------------------------------------------------------------------------------------------------
Convertible Securities
- -----------------------------------------------------------------------------------------------------------------------
Illiquid Securities
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

DESCRIPTION OF CERTAIN TYPES OF INVESTMENTS AND INVESTMENT
TECHNIQUES AVAILABLE TO THE SEPARATE ACCOUNTS

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<PAGE> 67
WRITING COVERED CALL OPTIONS

The Accounts will write only "covered" call options, that is, they
will own the underlying securities which are acceptable for escrow when they
write the call option and until the obligation to sell the underlying security
is extinguished by exercise or expiration of the call option, or until a call
option covering the same underlying security and having the same exercise price
and expiration date is purchased. These call options generally will be
short-term contracts with a duration of nine months or less. The Accounts will
receive a premium for writing a call option, but give up, until the expiration
date, the opportunity to profit from an increase in the underlying security's
price above the exercise price. The Accounts will retain the risk of loss from
a decrease in the price of the underlying security. Writing covered call
options is a conservative investment technique which is believed to involve
relatively little risk, but which is capable of enhancing an Account's total
returns.

The premium received for writing a covered call option will be
recorded as a liability in each Account's Statement of Assets and Liabilities.
This liability will be adjusted daily to the option's current market value,
which will be the latest sale price at the close of the New York Stock
Exchange, or, in the absence of such sale, at the latest bid quotation. The
liability will be extinguished upon expiration of the option, the purchase of
an identical option in a closing transaction, or delivery of the underlying
security upon exercise of the option.

The Options Clearing Corporation is the issuer of, and the obligor on,
the covered call options written by the Accounts. In order to secure an
obligation to deliver to the Options Clearing Corporation the underlying
security of a covered call option, the Accounts will be required to make escrow
arrangements.

In instances where the Accounts believe it is appropriate to close a
covered call option, they can close out the previously written call option by
purchasing a call option on the same underlying security with the same exercise
price and expiration date. The Accounts may also, under certain circumstances,
be able to transfer a previously written call option.

A previously written call option can be closed out by purchasing an
identical call option only on a national securities exchange which provides a
secondary market in the call option. There is no assurance that a liquid
secondary market will exist for a particular call option at such time. If the
Accounts cannot effect a closing transaction, they will not be able to sell the
underlying security while the previously written option remains outstanding,
even though it might otherwise be advantageous to do so.

If a substantial number of the call options are exercised, the
Accounts' rates of portfolio turnover may exceed historical levels. This would
result in higher brokerage commissions in connection with the writing of
covered call options and the purchase of call options to close out previously
written options. Such brokerage commissions are normally higher than those
applicable to purchases and sales of portfolio securities.

BUYING PUT AND CALL OPTIONS

The Accounts may purchase call options on specific securities, or on
futures contracts whose price volatility is expected to closely match that of
securities, eligible for purchase by the Accounts, in anticipation of or as a
substitute for the purchase of the securities themselves. These options may be
listed on a national exchange or executed "over-the-counter" with a
broker-dealer as the counterparty. While the investment advisers anticipate
that the majority of option purchases and sales will be executed on a national
exchange, put or call options on specific securities or for non-standard terms
are likely to be executed directly with a broker-dealer when it is advantageous
to do so. Option contracts will be short-term in nature, generally less than
nine months.

The Accounts will pay a premium in exchange for the right to purchase
(call) or sell (put) a specific number of shares of an equity security or
futures contract at a specified price (the strike price) on or before the
expiration date of the options contract. In either case, each Account's risk
is limited to the option premium paid.

The Accounts may sell the put and call options prior to their
expiration and realize a gain or loss thereby. A call option will expire
worthless if the price of the related security is below the contract strike
price at the time of

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<PAGE> 68
expiration; a put option will expire worthless if the price of the related
security is above the contract strike price at the time of expiration.

Put and call options will be employed for bona fide hedging purposes
only. Liquid securities sufficient to fulfill the call option delivery
obligation will be identified and segregated in an account; deliverable
securities sufficient to fulfill the put option obligation will be similarly
identified and segregated. In the case of put options on futures contracts,
portfolio securities whose price volatility is expected to match that of the
underlying futures contract will be identified and segregated.

FUTURES CONTRACTS

STOCK INDEX FUTURES

A stock index futures contract provides for one party to take and the
other to make delivery of an amount of cash over the hedging period equal to a
specified amount times the difference between a stock index value at the close
of the last trading day of the contract or the selling price and the price at
which the futures contract is originally struck. The stock index assigns
relative values to the common stocks included in the index and reflects overall
price trends in the designated market for equity securities. Therefore, price
changes in a stock index futures contract reflect changes in the specified
index of equity securities on which the futures contract is based. Stock index
futures may also be used, to a limited extent, to hedge specific common stocks
with respect to market (systematic) risk (involving the market's assessment of
overall economic prospects) as distinguished from stock-specific risk
(involving the market's evaluation of the merits of the issuer of a particular
security). By establishing an appropriate "short" position in stock index
futures, the Accounts may seek to protect the value of their equity securities
against an overall decline in the market for equity securities. Alternatively,
in anticipation of a generally rising market, the Accounts can seek to avoid
losing the benefit of apparently low current prices by establishing a "long"
position in stock index futures and later liquidating that position as
particular equity securities are in fact acquired. None of the Accounts will
be a hedging fund; however, to the extent that any hedging strategies actually
employed are successful, the Accounts will be affected to a lesser degree by
adverse overall market price movements unrelated to the merits of specific
portfolio equity securities than would otherwise be the case. Gains and losses
on futures contracts employed as hedges for specific securities will normally
be offset by losses or gains, respectively, on the hedged security.

INTEREST RATE FUTURES

An interest rate futures contract is a binding contractual commitment
which, if held to maturity, will result in an obligation to make or accept
delivery, during a particular future month, of debt securities having a
standardized face value and rate of return.

By purchasing interest rate futures (assuming a "long" position) the
Accounts will be legally obligated to accept the future delivery of the
underlying security and pay the agreed price. This would be done, for example,
when the Account intends to purchase particular debt securities when it has the
necessary cash, but expects the rate of return available in the securities
markets at that time to be less favorable than rates currently available in the
futures markets. If the anticipated rise in the price of the debt securities
should occur (with its concurrent reduction in yield), the increased cost of
purchasing the securities will be offset, at least to some extent, by the rise
in the value of the futures position taken in anticipation of the securities
purchase.

By selling interest rate futures held by it, or interest rate futures
having characteristics similar to those held by it (assuming a "short"
position), the Account will be legally obligated to make the future delivery of
the security against payment of the agreed price. Such a position seeks to
hedge against an anticipated rise in interest rates that would adversely affect
the value of the Account's portfolio debt securities.

Open futures positions on debt securities will be valued at the most
recent settlement price, unless such price does not appear to the Board of
Managers to reflect the fair value of the contract, in which case the positions
will be valued at fair value determined in good faith by or under the direction
of the Board of Managers.

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<PAGE> 69
Hedging by use of interest rate futures seeks to establish, with more
certainty than would otherwise be possible, the effective rate of return on
portfolio securities. When hedging is successful, any depreciation in the
value of portfolio securities will substantially be offset by appreciation in
the value of the futures position.

FUTURES MARKETS AND REGULATIONS

When a futures contract is purchased, the Accounts will set aside, in
an identifiable manner, an amount of cash and cash equivalents equal to the
total market value of the futures contract, less the amount of the initial
margin. The Accounts will incur brokerage fees in connection with their
futures transactions, and will be required to deposit and maintain funds with
brokers as margin to guarantee performance of future obligations.

Positions taken in the futures markets are not normally held to
maturity, but instead are liquidated through offsetting transactions which may
result in a profit or a loss. Closing out an open futures contract sale or
purchase is effected by entering into an offsetting futures contract purchase
or sale, respectively, for the same aggregate amount of the stock index or
interest rate futures contract and the same delivery date. If the offsetting
purchase price is less than the original sale price, the Accounts realize a
gain; if it is more, the Accounts realize a loss. Conversely, if the offsetting
sale price is more than the original purchase price, the Accounts realize a
gain; if less, a loss. While futures positions taken by the Accounts will
usually be liquidated in this manner, the Accounts may instead make or take
delivery of the underlying securities whenever it appears economically
advantageous for them to do so. In determining gain or loss, transaction costs
must also be taken into account. There can be no assurance that the Accounts
will be able to enter into an offsetting transaction with respect to a
particular contract at a particular time.

A clearing corporation associated with the exchange on which futures
are traded guarantees that the sale and purchase obligations will be performed
with regard to all positions that remain open at the termination of the
contract.

All stock index and interest rate futures will be traded on exchanges
that are licensed and regulated by the Commodity Futures Trading Commission
("CFTC"). Stock index futures are currently traded on the New York Futures
Exchange and the Chicago Mercantile Exchange. Interest rate futures are
actively traded on the Chicago Board of Trade and the International Monetary
Market at the Chicago Mercantile Exchange.

The investment advisers do not believe any of the Accounts to be a
"commodity pool" as defined under the Commodity Exchange Act. The Accounts
will only enter into futures contracts for bona fide hedging or other
appropriate risk management purposes as permitted by CFTC regulations and
interpretations, and subject to the requirements of the Securities and Exchange
Commission. The Accounts will not purchase or sell futures contracts for which
the aggregate initial margin exceeds five percent (5%) of the fair market value
of their individual assets, after taking into account unrealized profits and
unrealized losses on any such contracts which they have entered into. The
Accounts will further seek to assure that fluctuations in the price of any
futures contracts that they use for hedging purposes will be substantially
related to fluctuations in the price of the securities which they hold or which
they expect to purchase, although there can be no assurance that the expected
result will be achieved.

As evidence of its hedging intent, Account GIS expects that on
seventy-five percent (75%) or more of the occasions on which it purchases a
long futures contract, it will effect the purchase of securities in the cash
market or take delivery at the close of a futures position. In particular
cases, however, when it is economically advantageous, a long futures position
may be terminated without the corresponding purchase of securities.

SPECIAL RISKS

While certain futures contracts may be purchased and sold to reduce
certain risks, these transactions may entail other risks. Thus, while the
Accounts may benefit from the use of such futures, unanticipated changes in
stock price movements or interest rates may result in a poorer overall
performance for the Account than if it had not entered into such futures
contracts. Moreover, in the event of an imperfect correlation between the
futures position and the portfolio position which is intended to be protected,
the desired protection may not be obtained and the Accounts may be exposed to
risk of loss. The investment advisers will attempt to reduce this risk by
engaging in futures transactions, to the extent possible, where, in their
judgment, there is a significant correlation between changes in the prices of
the futures contracts and the prices of any portfolio securities sought to be
hedged.

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<PAGE> 70
In addition to the possibility that there may be a less than perfect
correlation between movements in the futures contracts and securities in the
portfolio being hedged, the prices of futures contracts may not correlate
perfectly with movements in the underlying security due to certain market
distortions. First, rather than meeting variation margin deposit requirements
should a futures contract value move adversely, investors may close futures
contracts through offsetting transactions which could distort the normal
relationship between the index and futures markets. Second, since margin
requirements in the futures market are less onerous than in the securities
market, the futures market may attract more speculators than the securities
market. Increased participation by speculators may cause temporary price
distortions. Due to the possibility of such price distortion, and also because
of the imperfect correlation discussed above, even a correct forecast of
general market trends by the investment advisers may not result in a successful
hedging transaction in the futures market over a short time period. However,
as is noted above, the use of financial futures by the Accounts is intended
primarily to limit transaction and borrowing costs. At no time will the
Accounts use financial futures for speculative purposes.

Successful use of futures contracts for hedging purposes is also
subject to the investment advisers' ability to predict correctly movements in
the direction of the market. However, the investment advisers believe that
over time the value of the Accounts' portfolios will tend to move in the same
direction as the market indices which are intended to correlate to the price
movements of the portfolio securities sought to be hedged.

MONEY MARKET INSTRUMENTS

Money market securities are instruments with remaining maturities of
one year or less, such as bank certificates of deposit, bankers' acceptances,
commercial paper (including master demand notes), and obligations issued or
guaranteed by the United States Government, its agencies or instrumentalities,
some of which may be subject to repurchase agreements.

CERTIFICATES OF DEPOSIT

Certificates of deposit are receipts issued by a bank in exchange for
the deposit of funds. The issuer agrees to pay the amount deposited plus
interest to the bearer of the receipt on the date specified on the certificate.
The certificate usually can be traded in the secondary market prior to
maturity.

Certificates of deposit will be limited to U.S. dollar-denominated
certificates of United States banks which have at least $1 billion in deposits
as of the date of their most recently published financial statements (including
foreign branches of U.S. banks, U.S. branches of foreign banks which are
members of the Federal Reserve System or the Federal Deposit Insurance
Corporation).

The Accounts will not acquire time deposits or obligations issued by
the International Bank for Reconstruction and Development, the Asian
Development Bank or the Inter-American Development Bank. Additionally, the
Accounts do not currently intend to purchase such foreign securities (except to
the extent that certificates of deposit of foreign branches of U.S. banks may
be deemed foreign securities) or purchase certificates of deposit, bankers'
acceptances or other similar obligations issued by foreign banks.
Additionally, Account TSB invests in Euro Certificates of Deposit issued by
banks outside of the United States, with interest and principal paid in U.S.
dollars.

BANKERS' ACCEPTANCES

Bankers' acceptances typically arise from short-term credit
arrangements designed to enable businesses to obtain funds to finance
commercial transactions. Generally, an acceptance is a time draft drawn on a
bank by an exporter or an importer to obtain a stated amount of funds to pay
for specific merchandise. The draft is then "accepted" by the bank which, in
effect, unconditionally guarantees to pay the face value of the instrument on
its maturity date. The acceptance may then be held by the accepting bank as an
earning asset or it may be sold in the secondary market at the going rate of
discount for a specific maturity. Although maturities for acceptances can be
as long as 270 days, most acceptances have maturities of six months or less.
Bankers' acceptances acquired by Accounts MM or TSB must have been accepted by
U.S. commercial banks, including foreign branches of U.S. commercial banks,
having total deposits at the time of purchase in excess of $1 billion, and must
be payable in U.S. dollars.

COMMERCIAL PAPER RATINGS

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<PAGE> 71
Investments in commercial paper are limited to those rated A-1 by
Standard & Poor's Corporation and Prime-1 by Moody's Investors Service, Inc.
Commercial paper rated A-1 by S&P has the following characteristics: (1)
liquidity ratios are adequate to meet cash requirements; (2) the issuer's
long-term senior debt is rated "A" or better, although in some cases "BBB"
credits may be allowed; (3) the issuer has access to at least two additional
channels of borrowing; (4) basic earnings and cash flow have an upward trend
with allowances made for unusual circumstances; and (5) the issuer's industry
is typically well established and the issuer has a strong position within the
industry.

The rating Prime-1 is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings are the
following: (1) evaluating the management of the issuer; (2) economic evaluation
of the issuer's industry or industries and an appraisal of speculative-type
risks which may be inherent in certain areas; (3) evaluation of the issuer's
products in relation to competition and customer acceptance; (4) liquidity; (5)
amount and quality of long-term debt; (6) trend of earnings over a period of
ten years; (7) financial strength of a parent company and the relationship
which exists with the issuer; and (8) recognition by the management of
obligations which may be present or may arise as a result of public
preparations to meet such obligations. The relative strength or weakness of
the above factors determines how the issuer's commercial paper is rated within
various categories.

MASTER DEMAND NOTES

Master demand notes are unsecured obligations that permit the
investment of fluctuating amounts at varying rates of interest pursuant to
direct arrangements between the lender (issuer) and the borrower. Master
demand notes may permit daily fluctuations in the interest rate and daily
changes in the amounts borrowed. An Account has the right to increase the
amount under the note at any time up to the full amount provided by the note
agreement, or to decrease the amount, and the borrower may repay up to the full
amount of the note without penalty. Notes purchased by a separate account must
permit it to demand payment of principal and accrued interest at any time (on
not more than seven days notice) or to resell the note at any time to a third
party. Master demand notes may have maturities of more than one year, provided
they specify that (i) the account be entitled to payment of principal and
accrued interest upon not more than seven days notice, and (ii) the rate of
interest on such notes be adjusted automatically at periodic intervals which
normally will not exceed 31 days, but which may extend up to one year. Because
these types of notes are direct lending arrangements between the lender and the
borrower, such instruments are not normally traded, and there is no secondary
market for these notes, although they are redeemable and thus repayable by the
borrower at face value plus accrued interest at any time. Accordingly, the
right to redeem is dependent upon the ability of the borrower to pay principal
and interest on demand. In connection with master demand note arrangements,
the investment adviser considers earning power, cash flow, and other liquidity
ratios of the borrower to pay principal and interest on demand. These notes,
as such, are not typically rated by credit rating agencies. Unless they are so
rated, a separate account may invest in them only if at the time of an
investment the issuer meets the criteria set forth above for commercial paper.
The notes will be deemed to have a maturity equal to the longer of the period
remaining to the next interest rate adjustment or the demand notice period.

UNITED STATES GOVERNMENT SECURITIES

Securities issued or guaranteed by the United States Government
include a variety of Treasury securities that differ only in their interest
rates, maturities and dates of issuance. Treasury Bills have maturities of one
year or less, Treasury Notes have maturities of one to ten years, and Treasury
Bonds generally have maturities of greater than ten years at the date of
issuance.

Securities issued or guaranteed by the United States Government or its
agencies or instrumentalities include direct obligations of the United States
Treasury and securities issued or guaranteed by the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage
Association, General Services Administration, Central Bank for Cooperatives,
Federal Home Loan Banks, Federal Loan Mortgage Corporation, Federal
Intermediate Credit Banks, Federal Land Banks, Maritime Administration, The
Tennessee Valley Authority, District of Columbia Armory Board and Federal
National Mortgage Association.

Some obligations of United States Government agencies and
instrumentalities, such as Treasury Bills and Government National Mortgage
Association pass-through certificates, are supported by the full faith and
credit of the

8
<PAGE> 72
United States; others, such as securities of Federal Home Loan Banks, are
supported by the right of the issuer to borrow from the Treasury; still others,
such as bonds issued by the Federal National Mortgage Association, a private
corporation, are supported only by the credit of the instrumentality. Because
the United States Government is not obligated by law to provide support to an
instrumentality it sponsors, the Accounts will invest in the securities issued
by such an instrumentality only when the investment advisers determine that the
credit risk with respect to the instrumentality does not make the securities
unsuitable investments. United States Government securities will not include
international agencies or instrumentalities in which the United States
Government, its agencies or instrumentalities participate, such as the World
Bank, the Asian Development Bank or the Inter-American Development Bank, or
issues insured by the Federal Deposit Insurance Corporation.

REPURCHASE AGREEMENTS

Interim cash balances may be invested from time to time in repurchase
agreements with approved counterparties. Approved counterparties are limited
to national banks or reporting broker-dealers meeting the Advisor's credit
quality standards as presenting minimal risk of default. All repurchase
transactions must be collateralized by U.S. Government securities with market
value no less than 102% of the amount of the transaction, including accrued
interest. Repurchase transactions generally mature the next business day but,
in the event of a transaction of longer maturity, collateral will be marked to
market daily and, when required, additional cash or qualifying collateral will
be required from the counterparty.

In executing a repurchase agreement, a portfolio purchases eligible
securities subject to the seller's simultaneous agreement to repurchase them on
a mutually agreed upon date and at a mutually agreed upon price. The purchase
and resale prices are negotiated with the counterparty on the basis of current
short-term interest rates, which may be more or less than the rate on the
securities collateralizing the transaction. Physical delivery or, in the case
of "book-entry" securities, segregation in the counterparty's account at the
Federal Reserve for the benefit of the Portfolio is required to establish a
perfected claim to the collateral for the term of the agreement in the event
the counterparty fails to fulfill its obligation.

As the securities collateralizing a repurchase transaction are
generally of longer maturity than the term of the transaction, in the event of
default by the counterparty on its obligation, the Portfolio would bear the
risks of delay, adverse market fluctuation and transaction costs in disposing
of the collateral.

FOREIGN BANK OBLIGATIONS

The obligations of foreign branches of United States banks may be
general obligations of the parent bank in addition to the issuing branch, or
may be limited by the terms of a specific obligation and by government
regulation. Payment of interest and principal upon these obligations may also
be affected by governmental action in the country of domicile of the branch
(generally referred to as "sovereign risk"). In addition, evidences of
ownership of such securities may be held outside the United States and the
Accounts may be subject to the risks associated with the holding of such
property overseas. Various provisions of federal law governing domestic
branches do not apply to foreign branches of domestic banks.

Obligations of United States branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by federal and state
regulation as well as by governmental action in the country in which the
foreign bank has its head office. In addition, there may be less publicly
available information about a United States branch of a foreign bank than about
a domestic bank.

INVESTMENT RESTRICTIONS

The Separate Accounts each have different investment objectives and
policies, as discussed above and in the Prospectus. Each Managed Separate
Account has certain fundamental investment restrictions which are set forth
below. Neither the investment objective nor the fundamental investment
restrictions can be changed without a vote of a majority of the outstanding
voting securities of the Accounts, as defined in the 1940 Act.

The percentage restrictions (for either fundamental investment
policies or investment restrictions) are interpreted such that if they are
adhered to at the time of investment, a later increase in a percentage beyond
the specified

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<PAGE> 73
limit resulting from a change in the values of portfolio securities or in the
amount of net assets shall not be considered a violation. It must be
recognized that there are risks inherent in the ownership of any investment and
that there can be no assurance that the investment objectives of the Separate
Accounts will be achieved.

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<PAGE> 74
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions for Accounts GIS and TGIS, as set forth
below, are identical, except where indicated. The investment restrictions set
forth in items 1 through 9 are fundamental and may not be changed without a
vote of a majority of the outstanding voting securities of Account GIS or
Account TGIS, as defined in the 1940 Act. Items 10 through 13 may be changed
by a vote of the Board of Managers of Account GIS or Account TGIS.

1. Not more than 5% of the assets of the Account will be invested in
the securities of any one issuer, except obligations of the United
States Government and its instrumentalities.

2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that such
borrowings will not exceed 5% of the value of the assets of
Account GIS, or 10% of the value of the assets of Account TGIS,
and that immediately after the borrowing, and at all times
thereafter, and while any such borrowing is unrepaid, there will
be asset coverage of at least 300% for all borrowings of the
Account.

3. Securities of other issuers will not be underwritten, except that
the Account could be deemed an underwriter when engaged in the
sale of restricted securities. (See item 13.)

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established
market.

5. No purchase of commodities or commodity contracts will be made,
except transactions involving financial futures in order to limit
transaction and borrowing costs and for hedging purposes, as
discussed above.

6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures or other evidences of
indebtedness of a type customarily purchased by institutional
investors. (See item 13.)

7. Investments will not be made in the securities of a company for
the purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer will
be acquired. (It is the present practice of the Account not to
exceed 5% of the voting securities of any one issuer.)

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for short-term
credits which are necessary for the clearance of transactions, and
for the placement of not more than 5% of its net asset value in
total margin deposits for positions in futures contracts.

12. The Account will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

13. Not more than 5% of the value of the assets of the Account may be
invested in restricted securities (securities which may not be
publicly offered without registration under the Securities Act of
1933).

Changes in the investments of Accounts GIS and TGIS may be made from
time to time to take into account changes in the outlook for particular
industries or companies. The Accounts' investments will not, however, be
concentrated in any one industry; that is, no more than 25% of the value of
their assets will be invested in any one

11
<PAGE> 75
industry. While Accounts GIS and TGIS may occasionally invest in foreign
securities, it is not anticipated that such investments will, at any time,
account for more than 10% of their investment portfolios.

The assets of Accounts GIS and TGIS will be kept fully invested,
except that (a) sufficient cash may be kept on hand to provide for variable
annuity contract obligations, and (b) reasonable amounts of cash, United States
Government or other liquid securities, such as short-term bills and notes, may
be held for limited periods, pending investment in accordance with their
respective investment policies.

PORTFOLIO TURNOVER

Although Accounts GIS and TGIS intend to purchase securities for
long-term appreciation of capital and income, and do not intend to place
emphasis on obtaining short-term trading profits, such short-term trading may
occur. A higher turnover rate should not be interpreted as indicating a
variation from the stated investment policy of seeking long-term accumulation
of capital, and will normally increase the brokerage costs of Accounts GIS and
TGIS. However, negotiated fees and the use of futures contracts will help to
reduce brokerage costs. While there is no restriction on portfolio turnover,
Account GIS expects to have a moderate to high level of portfolio turnover in
the range of 150% to 300%, and Account TGIS expects that its portfolio turnover
will be higher than normal since the Account is being timed by third party
investment advisory services. The portfolio turnover rate for Account GIS for
the years ended December 31, 1996, 1997 and 1998 was 85%, 64% and ____%,
respectively. The portfolio turnover rate for Account TGIS for the years ended
December 31, 1996, 1997 and 1998 was 81%, 63% and ____%, respectively.

THE TRAVELERS TIMED AGGRESSIVE STOCK ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions set forth below are fundamental and may
not be changed without a vote of a majority of the outstanding voting
securities of Account TAS, as defined in the 1940 Act. Account TAS may not:

1. invest more than 5% of its total assets, computed at market value,
in the securities of any one issuer;

2. invest in more than 10% of any class of securities of any one
issuer;

3. invest more than 5% of the value of its total assets in companies
which have been in operation for less than three years;

4. borrow money, except to facilitate redemptions or for emergency or
extraordinary purposes and then only from banks and in amounts of
up to 10% of its gross assets computed at cost; while outstanding,
a borrowing may not exceed one-third of the value of its net
assets, including the amount borrowed; Account TAS has no
intention of attempting to increase its net income by means of
borrowing and all borrowings will be repaid before additional
investments are made; assets pledged to secure borrowings shall be
no more than the lesser of the amount borrowed or 10% of the gross
assets of Account TAS computed at cost;

5. underwrite securities, except that Account TAS may purchase
securities from issuers thereof or others and dispose of such
securities in a manner consistent with its other investment
policies; in the disposition of restricted securities the Account
may be deemed to be an underwriter, as defined in the Securities
Act of 1933 (the "1933 Act");
6. purchase real estate or interests in real estate, except through
the purchase of securities of a type commonly purchased by
financial institutions which do not include direct interest in
real estate or mortgages, or commodities or commodity contracts,
except transactions involving financial futures in order to limit
transaction and borrowing costs and for hedging purposes as
described above;

7. invest for the primary purpose of control or management;

12
<PAGE> 76
8. make margin purchases or short sales of securities, except for
short-term credits which are necessary for the clearance of
transactions, and to place not more than 5% of its net asset value
in total margin deposits for positions in futures contracts;

9. make loans, except that Account TAS may purchase money market
securities, enter into repurchase agreements, buy publicly and
privately distributed debt securities and lend limited amounts of
its portfolio securities to broker- dealers; all such investments
must be consistent with the Account's investment objective and
policies;

10. invest more than 25% of its total assets in the securities of
issuers in any single industry;

12. invest in interests in oil, gas or other mineral exploration or
development programs; or

13. invest more than 5% of its net assets in warrants, valued at the
lower of cost or market; warrants acquired by the Account in units
or attached to securities will be deemed to be without value with
regard to this restriction. Account TAS is subject to
restrictions in the sale of portfolio securities to, and in its
purchase or retention of securities of, companies in which the
management personnel of The Travelers Investment Management
Company ("TIMCO") have a substantial interest.

Account TAS may make investments in an amount of up to 10% of the
value of its net assets in restricted securities which may not be publicly sold
without registration under the 1933 Act. In most instances such securities are
traded at a discount from the market value of unrestricted securities of the
same issuer until the restriction is eliminated. If and when Account TAS sells
such portfolio securities, it may be deemed an underwriter, as such term is
defined in the 1933 Act, with respect thereto, and registration of such
securities under the 1933 Act may be required. Account TAS will not bear the
expense of such registration. Account TAS intends to reach agreements with all
such issuers whereby they will pay all expenses of registration. In
determining securities subject to the 10% limitation, Account TAS will include,
in addition to restricted securities, repurchase agreements maturing in more
than seven days and other securities not having readily available market
quotations.

PORTFOLIO TURNOVER

Although Account TAS intends to invest in securities selected
primarily for prospective capital growth and does not intend to place emphasis
on obtaining short-term trading profits, such short-term trading may occur. A
high turnover rate should not be interpreted as indicating a variation from the
stated investment policy, and will normally increase Account TAS's brokerage
costs. While there is no restriction on portfolio turnover, Account TAS's
portfolio turnover rate may be high since the Account is being timed by third
party investment advisory services. The portfolio turnover rate for the years
ended December 31, 1996, 1997 and 1998 was 98%, 92% and _____%, respectively.

THE TRAVELERS QUALITY BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions set forth in items 1 through 9 below are
fundamental and may not be changed without a vote of a majority of the
outstanding voting securities of Account QB, as defined in the 1940 Act. Items
10 through 13 may be changed by a vote of the Board of Managers of Account QB.

1. Not more than 15% of the value of the assets of Account QB will be
invested in the securities of any one issuer, except obligations
of the United States Government and its instrumentalities, for
which there is no limit.

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<PAGE> 77
2. Borrowings will not be made, except that the right is reserved to
borrow from banks for emergency purposes, provided that these
borrowings will not exceed 5% of the value of the assets of
Account QB and that immediately after the borrowing, and at all
times thereafter, and while any borrowing is unrepaid, there will
be asset coverage of at least 300% for all borrowings of Account
QB.

3. Securities of other issuers will not be underwritten, except that
Account QB could be deemed to be an underwriter when engaged in
the sale of restricted securities.

4. Interests in real estate will not be purchased, except as may be
represented by securities for which there is an established
market.

5. No purchase of commodities or commodity contracts will be made,
except transactions involving financial futures used as a hedge
against unanticipated changes in prevailing levels of interest
rates.

6. Loans will be made only through the acquisition of a portion of
privately placed issue of bonds, debentures and other evidences of
indebtedness of a type customarily purchased by institutional
investors.

7. Investments will not be made in the securities of a company for
the purpose of exercising management or control.

8. Not more than 10% of the voting securities of any one issuer will
be acquired.

9. Senior securities will not be issued.

10. Short sales of securities will not be made.

11. Purchases will not be made on margin, except for any short-term
credits that are necessary for the clearance of transactions and
to place up to 5% of the value of its net assets in total margin
deposits for positions in futures contracts.

12. Account QB will not invest in the securities of other investment
companies, except as part of a plan of merger, consolidation or
acquisition of assets.

13. The average period of maturity (or in the case of mortgage-backed
securities, the estimated average life of cash flows) of all fixed
interest debt instruments held by Account QB will not exceed five
years.

The investments of Account QB will not be concentrated in any one
industry; that is, no more than 25% of the value of its assets will be invested
in any one industry. There is no investment policy as to Account QB's
investment in foreign securities.

PORTFOLIO TURNOVER

Brokerage costs associated with short-term debt instruments are
significantly lower than those incurred on equity investments, and thus, a high
portfolio turnover rate would not adversely affect the brokerage costs of
Account QB to the same extent as high turnover in a separate account which
invests primarily in common stock. The portfolio turnover rate for Account QB
for the years ended December 31, 1996, 1997 and 1998 was 76%, 196% and _____%,
respectively.

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<PAGE> 78
THE TRAVELERS TIMED BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

The investment restrictions set forth below are fundamental and may
not be changed without a vote of a majority of the outstanding voting
securities of Account TB, as defined in the 1940 Act. Account TB may not:

1. invest more than 5% of its total assets, computed at market value,
in the securities of any one issuer (exclusive of securities of
the United States Government, its agencies or instrumentalities,
for which there is no limit);

2. invest in more than 10% of any class of securities of any one
issuer;

3. invest more than 5% of the value of its total assets in companies
which have been in operation for less than three years;

4. borrow money, except to facilitate redemptions or for emergency or
extraordinary purposes and then only from banks and in amounts of
up to 10% of its gross assets computed at cost; while outstanding
according to the 1940 Act, a borrowing may not exceed one-third of
the value of the net assets, including the amount borrowed;
Account TB has no intention of attempting to increase its net
income by borrowing and all borrowings will be repaid before
additional investments are made; assets pledged to secure
borrowings shall be no more than the lesser of the amount borrowed
or 10% of the gross assets computed at cost;

5. underwrite securities, except that Account TB may purchase
securities from issuers thereof or others and dispose of such
securities in a manner consistent with its other investment
policies; in the disposition of restricted securities Account TB
may be deemed to be an underwriter, as defined in the 1933 Act;

6. purchase real estate or interests in real estate, except through
the purchase of securities of a type commonly purchased by
financial institutions which do not include direct interest in
real estate or mortgages, or commodities or commodity contracts,
except transactions involving financial futures in order to limit
transactions and borrowing costs and for hedging purposes as
discussed above;

7. invest for the primary purpose of control or management;

8. make margin purchases or short sales of securities, except for
short-term credits which are necessary for the clearance of
transactions, and to place not more than 5% of its net asset value
in total margin deposits for positions in futures contracts;

9. make loans, except that Account TB may purchase money market
securities, enter into repurchase agreements, buy publicly and
privately distributed debt securities and lend limited amounts of
its portfolio securities to brokers-dealers; all such investments
must be consistent with the investment objective and policies;

10. invest more than 25% of its total assets in the securities of
issuers in any single industry (exclusive of securities of the
United States government, its agencies or instrumentalities, for
which there is no limit); or

11. purchase the securities of any other investment company, except in
the open market and at customary brokerage rates and in no event
more than 3% of the voting securities of any investment company.
When consistent with its investment objectives, Account TB may
purchase securities of brokers, dealers, underwriters or
investment advisers. Account TB is subject to restrictions in the
sale of portfolio securities to, and in its purchase or retention
of securities of, companies in which the management personnel of
Travelers Asset Management International Corporation ("TAMIC")
have a substantial interest.

PORTFOLIO TURNOVER

15
<PAGE> 79
Brokerage costs associated with debt instruments are significantly
lower than those incurred on equity investments, and thus, a high portfolio
turnover rate would not adversely affect the brokerage costs of Account TB to
the same extent as high turnover in a separate account which invests primarily
in common stock. While there is no restriction on portfolio turnover, Account
TB's turnover rate may be high since the Account is being timed by third party
investment advisory services. The portfolio turnover rate for Account TB for
the years ended December 31, 1996, 1997 and 1998 was 153%, 129% and _____%,
respectively.

THE TRAVELERS MONEY MARKET ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

In keeping with the objective of obtaining the highest possible
current income consistent with a high degree of liquidity and preservation of
capital, Account MM operates under the following restrictions, which
restrictions are fundamental and may not be changed without a vote of a
majority of the outstanding voting securities of Account MM, as defined in the
1940 Act. Account MM may not:

1. purchase any security which has a maturity date more than one year
from the date of the Account's purchase;

2. invest more than 25% of its assets in the securities of issuers in
any single industry (exclusive of securities issued by domestic
banks and savings and loan associations, or securities issued or
guaranteed by the United States Government, its agencies,
authorities or instrumentalities). Neither all finance companies,
as a group, nor all utility companies, as a group, are considered
a single industry for the purpose of restriction;

3. acquire more than 10% of the outstanding securities of any one
issuer, including repurchase agreements with any one bank or
dealer (exclusive of securities issued or guaranteed by the United
States Government, its agencies or instrumentalities);

4. invest more than 5% of its assets in the securities of any one
issuer, other than securities issued or guaranteed by the United
States Government. However, the Fund may invest up to 25% of its
total assets in first tier securities, as defined in Rule 2a-7, of
a single issuer for a period of up to three business days after
the purchase thereof;

5. borrow money, except from banks on a temporary basis in an
aggregate amount not to exceed one-third of the Account's assets
(including the amount borrowed); the borrowings may be used
exclusively to facilitate the orderly maturation and sale of
portfolio securities during any periods of abnormally heavy
redemption requests, if they should occur; such borrowings may not
be used to purchase investments and the Account will not purchase
any investment while any such borrowing exists; immediately after
the borrowing, and at all times thereafter while any borrowing is
unrepaid, there will be asset coverage of at least 300% for all
borrowings of the Account;

6. pledge, hypothecate or in any manner transfer, as security for
indebtedness, any securities owned or held by the Account, except
as may be necessary in connection with any borrowing mentioned
above and in an aggregate amount not to exceed 5% of the Account's
assets;

7. make loans, provided that the Account may purchase money market
securities and enter into repurchase agreements;

16
<PAGE> 80
any securities on margin; (e) make short sales of securities or
maintain a short position or write, purchase or sell puts, calls,
straddles, spreads or combinations thereof; (f) invest in
securities of issuers (other than agencies, authorities or
instrumentalities of the United States Government) having a
record, together with predecessors, of less than three years of
continuous operation if more than 5% of the Account's assets would
be invested in such securities; (g) purchase or retain securities
of any issuer if the officers and directors of the investment
adviser who individually own more than 0.5% of the outstanding
securities of such issuer together own more than 5% of the
securities of such issuer; or (h) act as an underwriter of
securities;

9. invest in securities which under the 1933 Act or other securities
laws cannot be readily disposed of with registration or which are
otherwise not readily marketable at the time of purchase,
including repurchase agreements that mature in more than seven
days, if as a result more than 10% of the value of the Account's
assets is invested in these securities. At present, the Account
has no investments in these securities and has no present
expectation of purchasing any, although it may in the future; and

10. issue senior securities.

PORTFOLIO TURNOVER

A portfolio turnover rate is not applicable to Account MM which
invests only in money market instruments.

THE TRAVELERS TIMED SHORT-TERM BOND ACCOUNT FOR VARIABLE ANNUITIES

INVESTMENT RESTRICTIONS

In keeping with the objective of obtaining the highest possible
current income consistent with a high degree of liquidity and preservation of
capital, Account TSB operates under the following restrictions, which
restrictions are fundamental and may not be changed without a vote of a
majority of the outstanding voting securities of Account TSB, as defined in the
1940 Act. Account TSB may not:

1. purchase any security which has a maturity date more than three
years from the date such security was purchased;

2. invest more than 25% of its assets in the securities of issuers in
any single industry (exclusive of securities issued by domestic
banks and savings and loan associations, or securities issued or
guaranteed by the United States Government, its agencies,
authorities or instrumentalities); neither all finance companies,
as a group, nor all utility companies, as a group, are considered
a single industry for the purpose of restriction;

3. invest more than 10% of its assets in the securities of any one
issuer, including repurchase agreements with any one bank or
dealer (exclusive of securities issued or guaranteed by the United
States Government, its agencies or instrumentalities);

4. acquire more than 10% of the outstanding securities of any one
issuer (exclusive of securities issued or guaranteed by the United
States Government, its agencies or instrumentalities);

17
<PAGE> 81
6. pledge, hypothecate or in any manner transfer, as security for
indebtedness, any securities owned or held by the Account, except
as may be necessary in connection with any borrowing mentioned
above and in an aggregate amount not to exceed 5% of the Account's
assets;

7. make loans, provided that the Account may purchase money market
securities and enter into repurchase agreements;

8. (a) make investments for the purpose of exercising control; (b)
purchase securities of other investment companies, except in
connection with a merger, consolidation, acquisition or
reorganization; (c) invest in real estate (other than money market
securities secured by real estate or interests therein, or money
market securities issued by companies which invest in real estate
or interests therein), commodities or commodity contracts,
interests in oil, gas or other mineral exploration or other
development programs; (d) purchase any securities on margin; (e)
make short sales of securities or maintain a short position or
write, purchase or sell puts, calls, straddles, spreads or
combinations thereof; (f) invest in securities of issuers (other
than agencies, authorities or instrumentalities of the United
States Government) having a record, together with predecessors, of
less than three years of continuous operation if more than 5% of
the Account's assets would be invested in such securities; (g)
purchase or retain securities of any issuer if the officers and
directors of the investment adviser who individually own more than
0.5% of the outstanding securities of such issuer together own
more than 5% of the securities of such issuer; or (h) act as an
underwriter of securities;

10. issue senior securities.

PORTFOLIO TURNOVER

Brokerage costs associated with short-term debt instruments are
significantly lower than those incurred on equity investments, and thus, a high
portfolio turnover rate would not adversely affect the brokerage costs of
Account TSB to the same extent as high turnover in a separate account which
invests primarily in common stock. While there is no restriction on portfolio
turnover, Account TSB's turnover rate may be high since the Account is being
timed by third party investment advisory services.

A portfolio turnover rate is not applicable to Account TSB which invests only
in short-term instruments.

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<PAGE> 82
INVESTMENT MANAGEMENT AND ADVISORY SERVICES

The investments and administration of the separate accounts are under
the direction of the Board of Managers. The Travelers Investment Management
Company (TIMCO) furnishes investment management and advisory services to
Accounts TGIS, TSB and TAS according to the terms of written Investment
Advisory Agreements. The Investment Advisory Agreements between Account TGIS
and TIMCO and Account TSB and TIMCO, were each approved by a vote of the
variable annuity contract owners at their meeting held on April 23, 1993. The
Investment Advisory Agreement between Account GIS and TIMCO was approved by a
vote of the variable annuity contract owners at their meeting held on April 23,
1993, and amended effective May 1, 1994 by virtue of contract owner approval at
a meeting held on April 22, 1994. The Investment Advisory Agreement between
Account TAS and TIMCO was approved by a vote of the variable annuity contract
owners at their meeting held on April 23, 1993, and amended effective May 1,
1996 by virtue of contract owner approval at a meeting held on April 19, 1996.

Travelers Asset Management International Corporation (TAMIC) furnishes
investment management and advisory services to Accounts GIS, QB, MM and TB
according to the terms of written Investment Advisory Agreements. The
Investment Advisory Agreements between Account QB and TAMIC, Account MM and
TAMIC, and Account TB and TAMIC, were each approved by a vote of variable
annuity contract owners at their meeting held on April 23, 1993. The agreement
between Account GIS and TAMIC was approved by a vote of the variable annuity
contract owners at their meeting held on April 27, 1998.

The agreements between Accounts TGIS, TSB and TAS and TIMCO, and the
agreements between Accounts GIS, QB, MM and TB and TAMIC, will all continue in
effect as described below in (3), as required by the 1940 Act. Each of the
agreements:

1. provides that for investment management and advisory services, the
Company will pay to TIMCO and TAMIC, on an annual basis, an
advisory fee based on the current value of the assets of the
accounts for which TIMCO and TAMIC act as investment advisers (see
"Advisory Fees" in the prospectus);

2. may not be terminated by TIMCO or TAMIC without the prior approval
of a new investment advisory agreement by those casting a majority
of the votes entitled to be cast and will be subject to
termination without the payment of any penalty, upon sixty days
written notice, by the Board of Managers or by a vote of those
casting a majority of the votes entitled to be cast;

3. will continue in effect for a period more than two years from the
date of its execution, only so long as its continuance is
specifically approved at least annually by a vote of a majority of
the Board of Managers, or by a vote of a majority of the
outstanding voting securities of the Accounts. In addition, and in
either event, the terms of the agreements must be approved
annually by a vote of a majority of the Board of Managers who are
not parties to, or interested persons of any party to, the
agreements, cast in person at a meeting called for the purpose of
voting on the approval and at which the Board of Managers has been
furnished the information that is reasonably necessary to evaluate
the terms of the agreements; and

4. will automatically terminate upon assignment.

ADVISORY FEES

The advisory fee for each Separate Account is described in the
prospectus.

The advisory fees paid to TIMCO by each of the Accounts during the
last three fiscal years were:

<TABLE>
<CAPTION>
ACCOUNT GIS ACCOUNT TSB ACCOUNT TGIS ACCOUNT TAS
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
1996 $ 2,079,020 $ 267,590 $ 596,659 $ 259,403
1997 $ 2,723,508 $ 248,469 $ 631,320 $ 281,157
1998 $ $ $ $
</TABLE>

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<PAGE> 83
The advisory fees paid to TAMIC by each of the Accounts during the
last three fiscal years were:

<TABLE>
<CAPTION>
ACCOUNT QB ACCOUNT MM ACCOUNT TB

TIMCO

Investment decisions for Accounts TGIS, TSB and TAS will be made
independently from each other and from any other accounts that may be or become
managed by TIMCO. If, however, accounts managed by TIMCO are simultaneously
engaged in the purchase of the same security, then available securities may be
allocated to each account and may be averaged as to price in whatever manner
TIMCO deems to be fair. In some cases, this system might adversely affect the
price or volume of securities being bought or sold by an account, while in
other cases it may produce better executions or lower brokerage rates.

BROKERAGE

Subject to approval of the Board of Managers, and in accordance with
the Investment Advisory Agreements, TIMCO will place purchase and sale orders
for portfolio securities of the Accounts through brokerage firms which it may
select from time to time with the objective of seeking the best execution by
responsible brokerage firms at reasonably competitive rates. To the extent
consistent with this policy, certain brokerage transactions may be placed with
firms which provide brokerage and research services to TIMCO, and such
transactions may be paid for at higher rates than other firms would charge.
The term "brokerage and research services" includes advice as to the value of
securities; the advisability of investing in, purchasing or selling securities;
the availability of securities for purchasers or sellers of securities;
furnishing analyses and reports concerning issues, industries, securities,
economic factors and trends, portfolio strategy and performance of accounts;
and effecting securities transactions and performing functions incidental
thereto (such as clearance and settlement). These brokerage and research
services may be utilized in providing investment advice to Accounts TGIS, TSB
and TAS, and may also be utilized in providing investment advice and management
to all accounts over which TIMCO exercises investment discretion, but not all
of such services will necessarily be utilized in providing investment advice to
all accounts. This practice may be expected to result in greater cost to the
Accounts than might otherwise be the case if brokers whose charges were based
on execution alone were used for such transactions. TIMCO believes that
brokers' research services are very important in providing investment advice to
the Accounts, but is unable to give the services a dollar value. While
research services are not expected to reduce the expenses of TIMCO, TIMCO will,
through the use of these services, avoid the additional expenses which would be
incurred if it should attempt to develop comparable information through its own
staff.

Transactions in the over-the-counter market are placed with the
principal market makers unless better price and execution may be obtained
otherwise. Brokerage fees will be incurred in connection with futures
transactions, and Accounts TGIS and TAS will be required to deposit and
maintain funds with brokers as margin to guarantee performance of future
obligations.

The overall reasonableness of brokerage commissions paid is evaluated
by personnel of TIMCO responsible for trading and managing the portfolios of
Accounts GIS, TGIS, TSB and TAS by comparing brokerage firms utilized by TIMCO
to other firms with respect to the following factors: the prices paid or
received in securities transactions, speed of execution and settlement, size
and difficulty of the brokerage transactions, the financial soundness of the
firms, and the quality, timeliness and quantity of research information and
reports.

The total brokerage commissions paid by Account GIS for the fiscal
years ended December 31, 1996, 1997 and 1998 were $890,690, $818,411 and
$_________, respectively. For the fiscal year ended December 31, 1998,
portfolio transactions in the amount of $___________________ were directed to
certain brokers because of research services, of which $___________ paid in
commissions with respect to these transactions. Commissions in the amount of
$_________ and $_________ were paid to Smith Barney Inc. and The Robinson
Humphrey Company, Inc., respectively, both affiliates of TIMCO, which equals,
for each, ___% and ___% of Account GIS's aggregate brokerage

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<PAGE> 84
commissions paid to such brokers during 1998. The percentage of the Account
GIS's aggregate dollar amount of transactions involving the payment of
commissions effected through Smith Barney and Robinson Humphrey was ___% and
___% respectively.

The total brokerage commissions paid by Account TGIS for the fiscal
years ended December 31, 1996, 1997 and 1998 were $307,174, $235,144 and
$__________, respectively. For the fiscal year ended December 31, 1998,
portfolio transactions in the amount of $_______________ were directed to
certain brokers because of research services, of which $_____________ was paid
in commissions with respect to these transactions. Commissions in the amount
of $___________ and $________ were paid to Smith Barney Inc. and The Robinson
Humphrey Company, Inc., respectively, both affiliates of TIMCO, which equals,
for each, ___% and ___% of Account TGIS's aggregate brokerage commissions paid
to such brokers during 1998. The percentage of the Account TGIS's aggregate
dollar amount of transactions involving the payment of commissions effected
through Smith Barney and Robinson Humphrey was ___% and ___% respectively.

The total brokerage commissions paid by Account TAS for the fiscal
years ended December 31, 1996, 1997 and 1998 were $263,570, $168,647 and
$____________, respectively. For the fiscal year ended December 31, 1998,
portfolio transactions in the amount of $______________ were directed to
certain brokers because of research services, of which $_______________ was
paid in commissions with respect to these transactions. Commissions in the
amount of $______ and $______ were paid to Smith Barney Inc. and The Robinson
Humphrey Company, Inc., respectively, both affiliates of TIMCO, which equals,
for each, ___% and ___% of Account TAS's aggregate brokerage commissions paid
to such brokers during 1998. The percentage of the Account TAS's aggregate
dollar amount of transactions involving the payment of commissions effected
through Smith Barney and Robinson Humphrey was ___% and ___%, respectively.

No formulas were used in placing portfolio transactions with brokers
which provided research services, and no specific amount of transactions was
allocated for research services.

TAMIC

Investment advice and management for TAMIC's clients (Accounts GIS,
QB, MM and TB) are furnished in accordance with their respective investment
objectives and policies and investment decisions for the Accounts will be made
independently from those of any other accounts managed by TAMIC. However,
securities owned by Accounts GIS, QB, MM or TB may also be owned by other
clients and it may occasionally develop that the same investment advice and
decision for more than one client is made at the same time. Furthermore, it
may develop that a particular security is bought or sold for only some clients
even though it might be held or bought or sold for other clients, or that a
particular security is bought for some clients when other clients are selling
the security. When two or more accounts are engaged in the purchase or sale of
the same security, the transactions are allocated as to amount in accordance
with a formula which is equitable to each account. It is recognized that in
some cases this system could have a detrimental effect on the price or volume
of the security as far as Accounts QB, MM or TB are concerned. In other cases,
however, it is believed that the ability of the accounts to participate in
volume transactions will produce better executions for the accounts.

BROKERAGE

Subject to approval of the Board of Managers, it is the policy of
TAMIC, in executing transactions in portfolio securities, to seek best
execution of orders at the most favorable prices. The determination of what
may constitute best execution and price in the execution of a securities
transaction by a broker involves a number of considerations, including, without
limitation, the overall direct net economic result to Accounts QB and TB,
involving both price paid or received and any commissions and other cost paid,
the efficiency with which the transaction is effected, the ability to effect
the transaction at all where a large block is involved, the availability of the
broker to stand ready to execute possible difficult transactions in the future,
and the financial strength and stability of the broker. Such considerations are
judgmental and are weighed by management in determining the overall
reasonableness of brokerage commissions paid. Subject to the foregoing, a
factor in the selection of brokers is the receipt of research services,
analyses and reports concerning issuers, industries, securities, economic
factors and trends, and other statistical and factual information. Any such
research and other statistical and factual information provided by brokers is
considered to be in addition to and not in lieu of services required to be
performed by TAMIC under its Investment Advisory Agreements. The cost, value
and

21
<PAGE> 85
specific application of such information are indeterminable and hence are not
practicably allocable among Accounts QB and TB and other clients of TAMIC who
may indirectly benefit from the availability of such information. Similarly,
Accounts QB and TB may indirectly benefit from information made available as a
result of transactions for such clients.

Purchases and sales of bonds and money market instruments will usually
be principal transactions and will normally be purchased directly from the
issuer or from the underwriter or market maker for the securities. There
usually will be no brokerage commissions paid for such purchases. Purchases
from the underwriters will include the underwriting commission or concession,
and purchases from dealers serving as market makers will include the spread
between the bid and asked prices. Where transactions are made in the
over-the-counter market, Accounts GIS, QB and TB will deal with primary market
makers unless more favorable prices are otherwise obtainable. Brokerage fees
will be incurred in connection with futures transactions, and Accounts QB and
TB will be required to deposit and maintain funds with brokers as margin to
guarantee performance of future obligations.

TAMIC may follow a policy of considering the sale of units of Account
QB and TB a factor in the selection of broker-dealers to execute portfolio
transactions, subject to the requirements of best execution described above.

The policy of TAMIC with respect to brokerage is and will be reviewed
by the Board of Managers periodically. Because of the possibility of further
regulatory developments affecting the securities exchanges and brokerage
practices generally, the foregoing practices may be changed, modified or
eliminated.

The total brokerage commissions paid by Account QB for the fiscal
years ended December 31, 1996, 1997 and 1998 were $745,209, $0 and
$____________, respectively. For the fiscal year ended December 31, 1998, no
portfolio transactions were directed to certain brokers because of research
services. No commissions were paid to broker dealers affiliated with TAMIC.

The total brokerage commissions paid by Account TB for the fiscal
years ended December 31, 1996, 1997 and 1998 were $75,437, $0 and ,
respectively. For the fiscal year ended December 31, 1998, no portfolio
transactions were directed to certain brokers because of research services.

PORTFOLIO TRANSACTIONS

Subject to the general supervision of the Board of Managers, TAMIC is
responsible for the investment decisions and the placement of orders for
portfolio transactions of Account MM. Portfolio transactions occur primarily
with issuers, underwriters or major dealers in money market instruments acting
as principals. Such transactions are normally on a net basis and do not
involve payment of brokerage commissions. The cost of securities purchased
from an underwriter usually includes a commission paid by the issuer to the
underwriter, and transactions with dealers normally reflect the spread between
the bid and asked prices. TAMIC seeks to obtain the best net price and most
favorable execution of orders for the purchase and sale of portfolio
securities.

VALUATION OF ASSETS

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

When market quotations are not considered to be readily available for
long-term corporate bonds and notes, such investments are generally stated at
fair value on the basis of valuations furnished by a pricing service. These
valuations are determined for normal institutional-size trading units of such
securities using methods based on market transactions for comparable securities
and various relationships between securities which are generally recognized by
institutional traders. Securities, including restricted securities, for which
pricing services are not readily available are value by management at prices
which it deems in good faith to be fair.

22
<PAGE> 86
Short term investments for which a quoted market price is available
are valued at market. Short-term investments for which there is no reliable
quoted market price are valued at amortized cost which approximates market.

NET INVESTMENT FACTOR

THE CONTRACT VALUE: The value of an Accumulation Unit on any business day is
determined by multiplying the value on the immediately preceding business day
by the net investment factor for the valuation period just ended. The net
investment factor is used to measure the investment performance of an
investment alternative from one Valuation Period to the next. The net
investment factor is determined by dividing (a) by (b) and adding (c) to the
result where:

(a) is the net result of the Valuation Period's investment income
(including, in the case of assets invested in an underlying
mutual fund, distributions whose ex-dividend date occurs during
the Valuation Period), PLUS capital gains and losses (whether
realized or unrealized), LESS any deduction for applicable taxes
(presently zero);

(b) is the value of the assets at the beginning of the Valuation
Period (or, in the case of assets invested in an underlying
mutual fund, value is based on the net asset value of the mutual
fund);

(c) is the net result of 1.000, LESS the Valuation Period deduction
for the insurance charge, LESS the applicable deduction for the
investment advisory fee, and in the case of Accounts TGIS, TSB,
TAS and TB, LESS the applicable deduction for market timing fees
(the deduction for the investment advisory fee is not applicable
in the case of assets invested in an Underlying Fund, since the
fee is reflected in the net asset value of the fund).

The net investment factor may be more or less than one.

ACCUMULATION UNIT VALUE. The value of an accumulation unit on any business day
is determined by multiplying the value on the preceding business day by the net
investment factor for the business day just ended. The net investment factor is
calculated for each funding option and takes into account the investment
performance, expenses and the deduction of certain expenses.

ANNUITY UNIT VALUE. An Annuity Unit Value as of any business day is equal to
(a) the value of the Annuity Unit on the preceding business day, multiplied by
(b) the corresponding net investment factor for the business day just ended,
divided by (c) the assumed net investment factor for the valuation period.
(For example, the assumed net investment factor based on an annual assumed net
investment rate of 3.0% for a valuation period of one day is 1.000081 and, for
a period of two days, is 1.000081 x 1.000081.)

FEDERAL TAX CONSIDERATIONS

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

23
<PAGE> 87
MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

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

NONQUALIFIED ANNUITY CONTRACTS

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

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

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

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

INDIVIDUAL RETIREMENT ANNUITIES

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

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

SIMPLE Plan IRA Form

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

24
<PAGE> 88
ROTH IRAS

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

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

QUALIFIED PENSION AND PROFIT-SHARING PLANS

Under a qualified pension or profit-sharing plan, purchase payments
made by an employer are not currently taxable to the participant and increases
in the value of a contract are not subject to taxation until received by a
participant or beneficiary.

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

FEDERAL INCOME TAX WITHHOLDING

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

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

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

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

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

(c) a minimum required distribution as defined under the tax law is taken
after the attainment of the age of 701/2 or as otherwise required by
law.

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

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

To the extent not described as requiring 20% withholding in 1 above, the
portion of a non-periodic distribution which constitutes taxable income will be
subject to federal income tax withholding, if the aggregate distributions
exceed

25
<PAGE> 89
$200 for the year, unless the recipient elects not to have taxes withheld. If
no such election is made, 10% of the taxable distribution will be withheld as
federal income tax. Election forms will be provided at the time distributions
are requested. This form of withholding applies to all annuity programs.

3. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN
ONE YEAR)

The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage withholding
tables as if the recipient were married claiming three exemptions. A recipient
may elect not to have income taxes withheld or have income taxes withheld at a
different rate by providing a completed election form. Election forms will be
provided at the time distributions are requested. This form of withholding
applies to all annuity programs. As of January 1, 1998, a recipient receiving
periodic payments (e.g., monthly or annual payments under an annuity option)
which total $15,200 or less per year, will generally be exempt from periodic
withholding.

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

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

PERFORMANCE DATA

YIELD QUOTATIONS OF ACCOUNT MM

Yield quotations of Account MM are calculated using the base period
return for a seven-day period. The base period return is calculated using a
hypothetical pre-existing account having a balance of one accumulation unit at
the beginning of the period; base period return per accumulation unit is equal
to accrued interest on portfolio securities plus or minus amortized purchase
discount or premium less all accrued expenses for investment advisory fees and
mortality and expense guarantees, and less a pro rata portion of the contract
administrative charge (calculated in the manner described under "Average Annual
Total Return" below), divided by the accumulation unit value at the beginning
of the period. Realized capital gains or losses and unrealized appreciation or
depreciation of the portfolio are not included in the base period return, but
are included in accumulation unit values.

Current yield is equal to the base period return multiplied by 365,
and the result divided by 7. The current yield for Account MM for the
seven-day period ended December 31, 1998 was ____%.

Effective yield, which includes the effects of compounding, is equal
to the sum of 1 plus the base period return, raised to a power equal to 365
divided by 7, minus 1. The effective yield for Account MM for the seven-day
period ended December 31, 1998 was _____%.

These quotations do not reflect a deduction for any applicable
surrender charge. If the surrender charge was included, yield and effective
yield would be reduced.

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of
historical performance for Accounts GIS, QB, MM, TGIS, TSB, TAS, TB and the
Funding Options of Fund U.

STANDARDIZED METHOD. Quotations of average annual total returns are
computed according to a formula in which a hypothetical initial investment of
$1,000 is applied to an Account or Funding Option, and then related to ending
redeemable values over one-, five-, and ten-year periods, or for a period
covering the time during which the Funding Option has been in existence, if
less. If a Funding Option has been in existence for less than one year, the
"since inception" total return performance quotations are year-to-date and are
not average annual total returns. These quotations reflect the deduction of
all recurring charges during each period (on a pro rata basis in the case of
fractional

26
<PAGE> 90
periods). The deduction for the annual contract administrative charge ($30) is
converted to a percentage of assets based on the actual fee collected (or
anticipated to be collected, if a new product), divided by the average net
assets for contracts sold (or anticipated to be sold) under the Prospectus to
which this Statement of Additional Information relates. Each quotation assumes
a total redemption at the end of each period with the assessment of any
applicable withdrawal charge at that time. For Accounts TGIS, TSB, TAS and TB,
market timing fees are included in expenses in the calculation of performance
for periods on or after May 1, 1990, the date on which the market timing fee
became a charge against the daily assets of the timed accounts. The performance
for periods prior to May 1, 1990 does not reflect the deduction of the market
timing fee.

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be
calculated in a similar manner based on the performance of the Funding Options
over a period of time, usually for the calendar year-to-date, and for the past
one-, three-, five- and ten-year periods. Nonstandardized total returns will
not reflect the deduction of any applicable withdrawal charge or the $30 annual
contract administrative charge, which, if reflected, would decrease the level
of performance shown. The withdrawal charge is not reflected because the
Contract is designed for long-term investment.

TOTAL RETURN QUOTATIONS FOR TIMED ACCOUNTS. Because Accounts TGIS,
TSB, TAS and TB are primarily available to Contract Owners who have entered
into third party market timing services agreements, the Accounts may experience
wide fluctuations in assets over a given time period. Consequently,
performance data computed according to both the standardized and
nonstandardized methods for Accounts TGIS, TSB, TAS and TB may not always be
useful in evaluating the performance of these Accounts. In addition,
performance data for Accounts TGIS, TSB, TAS and TB alone will not generally be
useful to the purchase of evaluating the performance of a market timing
strategy that uses these Accounts.

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

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

Average annual total returns of each managed Separate Account computed
according to the standardized and non-standardized methods for the periods
ended December 31, 1998 are set forth in the following tables.

Average annual total returns for each of the Funding Options
(excluding Money Market Portfolio) computed according to the standardized and
nonstandardized methods for the period ending December 31, 1998 are set forth
in the following tables.

27
<PAGE> 91
<TABLE>
<CAPTION>
STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
-----------------------------------------
(taking into account all charges and fees)

- ---------------------------------------------------------------------------------------------
INVESTMENT ALTERNATIVE SUBACCOUNT 1 YEAR 5 YEAR 10 YEAR
INCEPTION
DATE (4)
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<S> <C>
Account GIS 5/83
- ---------------------------------------------------------------------------------------------
Account QB 5/83
- ---------------------------------------------------------------------------------------------
Account MM 5/83
- ---------------------------------------------------------------------------------------------
Account TGIS 12/87
- ---------------------------------------------------------------------------------------------
Account TSB(1) 11/87
- ---------------------------------------------------------------------------------------------
Account TAS 11/87
- ---------------------------------------------------------------------------------------------
Account TB 11/87
- ---------------------------------------------------------------------------------------------
FUND U
- ---------------------------------------------------------------------------------------------
Capital Appreciation Fund 5/16/83
- ---------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund 1/24/92
- ---------------------------------------------------------------------------------------------
High Yield Bond Trust 5/16/83
- ---------------------------------------------------------------------------------------------
Managed Assets Trust 5/16/83
- ---------------------------------------------------------------------------------------------
American Odyssey Funds (CHART fee included)
- ---------------------------------------------------------------------------------------------
Core Equity Fund 5/1/93
- ---------------------------------------------------------------------------------------------
Emerging Opportunities Fund 5/1/93
- ---------------------------------------------------------------------------------------------
Global High Yield Bond Fund 5/1/93
- ---------------------------------------------------------------------------------------------
Intermediate-Term Bond Fund 5/1/93
- ---------------------------------------------------------------------------------------------
International Equity Fund 5/1/93
- ---------------------------------------------------------------------------------------------
Long-Term Bond Fund 5/1/93
- ---------------------------------------------------------------------------------------------
American Odyssey Funds (no CHART fee included)
- ---------------------------------------------------------------------------------------------
Core Equity Fund 5/1/93
- ---------------------------------------------------------------------------------------------
Emerging Opportunities Fund 5/1/93
- ---------------------------------------------------------------------------------------------
Global High Yield Bond Fund 5/1/93
- ---------------------------------------------------------------------------------------------
Intermediate-Term Bond Fund 5/1/93
- ---------------------------------------------------------------------------------------------
International Equity Fund 5/1/93
- ---------------------------------------------------------------------------------------------
Long-Term Bond Fund 5/1/93
- ---------------------------------------------------------------------------------------------
Delaware Group Premium Fund Inc.:
- ---------------------------------------------------------------------------------------------
REIT Series 5/1/98
- ---------------------------------------------------------------------------------------------
Dreyfus Variable Investment Fund :
- ---------------------------------------------------------------------------------------------
Capital Appreciation Portfolio 5/1/98
- ---------------------------------------------------------------------------------------------
Small Cap Portfolio 5/1/98
- ---------------------------------------------------------------------------------------------
Fidelity's Variable Insurance Products Fund:
- ---------------------------------------------------------------------------------------------
Equity Income Portfolio 7/93
- ---------------------------------------------------------------------------------------------
Growth Portfolio 1/24/92
- ---------------------------------------------------------------------------------------------
High Income Portfolio 1/24/92
- ---------------------------------------------------------------------------------------------

<CAPTION>
NONSTANDARDIZED TOTALRETURNS
----------------------------
(taking in to account all c arges and fees except
deferred sales charges and contract administrative charge)
- --------------------------------------------------------------------------------------------------------------
INVESTMENT ALTERNATIVE FUND 1 YEAR 3 YEAR 5 YEAR 10 YEAR
INCEPTION
DATE (5)
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Account GIS 5/83
- ------------------------------------------------------------
Account QB 5/83
- ------------------------------------------------------------
Account MM 5/83
- -------------------------------------------------------------
Account TGIS 1/88
- -------------------------------------------------------------
Account TSB(1) 11/87
- -------------------------------------------------------------
Account TAS 11/87
- -------------------------------------------------------------
Account TB 11/87
- -------------------------------------------------------------
FUND U
- -------------------------------------------------------------
Capital Appreciation Fund 5/16/83
- -------------------------------------------------------------
Dreyfus Stock Index Fund 1/24/92
- -------------------------------------------------------------
High Yield Bond Trust 5/16/83
- -------------------------------------------------------------
Managed Assets Trust 5/16/83
- -------------------------------------------------------------
American Odyssey Funds (CHART fee included)
Core Equity Fund 5/1/93
- -------------------------------------------------------------
Emerging Opportunities Fund 5/1/93
- -------------------------------------------------------------
Global High Yield Bond Fund 5/1/93
- -------------------------------------------------------------
Intermediate-Term Bond Fund 5/1/93
- -------------------------------------------------------------
International Equity Fund 5/1/93
- -------------------------------------------------------------
Long-Term Bond Fund 5/1/93
- -------------------------------------------------------------
American Odyssey Funds (no CHART fee include)
- -------------------------------------------------------------
Core Equity Fund 5/1/93
- -------------------------------------------------------------
Emerging Opportunities Fund 5/1/93
- -------------------------------------------------------------
Global High Yield Bond Fund 5/1/93
- -------------------------------------------------------------
Intermediate-Term Bond Fund 5/1/93
- -------------------------------------------------------------
International Equity Fund 5/1/93
- -------------------------------------------------------------
Long-Term Bond Fund 5/1/93
- -------------------------------------------------------------
Delaware Group Premium Fund Inc.:
REIT Series
- -------------------------------------------------------------
Dreyfus Variable Investment Fund :
- -------------------------------------------------------------
Capital Appreciation Portfolio
- -------------------------------------------------------------
Small Cap Portfolio
- -------------------------------------------------------------
Fidelity's Variable Insurance Products Fund:
- -------------------------------------------------------------
Equity Income Portfolio 10/86
- -------------------------------------------------------------
Growth Portfolio 10/86
- -------------------------------------------------------------
High Income Portfolio 9/85
- -------------------------------------------------------------
</TABLE>

28
<PAGE> 92
<TABLE>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity's Variable Insurance Products Fund II:
- ------------------------------------------------------------------------------------------------------------------------------------
Asset Manager Portfolio 1/24/92 9/89
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Series Fund Inc.:
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Brothers Variable Investors Fund 5/1/98 1/2/98
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Variable Products Series Fund
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund 1/24/92 8/88
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Bond Fund 1/24/92 8/88
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Stock Fund 1/24/92 8/88
- ------------------------------------------------------------------------------------------------------------------------------------
Travelers Series Fund, Inc.:
- ------------------------------------------------------------------------------------------------------------------------------------
Alliance Growth Portfolio 2/13/95 6/20/94
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Portfolio 2/13/95 6/20/94
- ------------------------------------------------------------------------------------------------------------------------------------
Putnam Diversified Income Portfolio 2/13/95 6/20/94
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney High Income Portfolio 2/13/95 6/20/94
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney International Equity Portfolio 2/13/95 6/20/94
- ------------------------------------------------------------------------------------------------------------------------------------
Smith Barney Large Cap Value Portfolio 2/13/95 6/20/94
- ------------------------------------------------------------------------------------------------------------------------------------
Travelers Series Trust :
- ------------------------------------------------------------------------------------------------------------------------------------
Convertible Bond Portfolio 5/1/98 5/1/98
- ------------------------------------------------------------------------------------------------------------------------------------
Disciplined Mid Cap Stock Portfolio 5/1/98 5/1/98
- ------------------------------------------------------------------------------------------------------------------------------------
Disciplined Small Cap Stock Portfolio 5/1/98 5/1/98
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Mid Cap Growth Portfolio 5/1/98 5/1/98
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Research Portfolio 5/1/98 5/1/98
- ------------------------------------------------------------------------------------------------------------------------------------
Social Awareness Stock Portfolio 5/1/92 5/1/92
- ------------------------------------------------------------------------------------------------------------------------------------
Strategic Stock Portfolio 5/1/98 5/1/98
- ------------------------------------------------------------------------------------------------------------------------------------
U.S. Government Securities Portfolio 1/24/92 1/24/92
- ------------------------------------------------------------------------------------------------------------------------------------
Utilities Portfolio 2/94 2/94
- ------------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Trust
- ------------------------------------------------------------------------------------------------------------------------------------
Warburg Pincus Emerging Markets Portfolio 5/1/98
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Formerly The Travelers Timed Money Market Account for Variable Annuities
(Account TMM).

(2) Formerly Aggressive Stock Trust.

(3) Formerly American Odyssey Short-Term Bond Fund. The name, investment
objective and subadviser of this fund were changed pursuant to a
shareholder vote effective May 1, 1998.

* Figures represent period "Since Inception," as defined below.

(4) Subaccount Inception Date reflects the actual date that the underlying fund
became available under the Separate Account, as determined by the effective
date of the Separate Account's 1940 Act Registration Statement.

(5) Fund Inception Date reflects the date that the underlying fund commenced
operations. For those funds that were in existence prior to the date that
they became available under the Separate Account, the performance figures
represent actual returns of the fund adjusted to reflect the charges that
would have been assessed under the Separate Account during the period(s)
shown. As illustrated herein, periods greater than 1 year reflect
Hypothetical Adjusted Returns.

29
<PAGE> 93
THE BOARD OF MANAGERS

The investments and administration of each of the Separate Accounts
are under the direction of the Board of Managers, listed below. Members of the
Board of Managers of Accounts GIS, QB, MM, TGIS, TSB, TAS and TB are elected
annually by those Contract Owners participating in the Separate Accounts. A
majority of the members of the Board of Managers are persons who are not
affiliated with The Travelers Insurance Company, TIMCO, TAMIC or their
affiliates.

<TABLE>
<CAPTION>
Name Present Position and Principal Occupation During Last Five Years
---- ----------------------------------------------------------------
<S> <C>
*Heath B. McLendon Managing Director (1993-present), Smith Barney Inc. ("Smith Barney");
Chairman and Member Chairman (1993-present), Smith Barney Strategy Advisors, Inc.;
388 Greenwich Street President and Director (1994-present), Mutual Management Corp.;
New York, New York Director and President (1996-present), Travelers Investment Adviser,
Age 65 Inc.; Chairman and Director of forty-two investment companies
associated with Smith Barney; Chairman, Board of Trustees, Drew
University; Advisory Director, First Empire State Corporation;
Chairman, Board of Managers, seven Variable Annuity Separate Accounts
of The Travelers Insurance Company+; Chairman, Board of Trustees, five
Mutual Funds sponsored by The Travelers Insurance Company++; prior to
July 1993, Senior Executive Vice President of Shearson Lehman Brothers
Inc.

Knight Edwards Of Counsel (1988-present), Edwards & Angell, Attorneys; Member,
Member Advisory Board (1973-1994), thirty-one mutual funds sponsored by
2700 Hospital Trust Tower Keystone Group, Inc.; Member, Board of Managers, seven Variable Annuity
Providence, Rhode Island Separate Accounts of The Travelers Insurance Company+; Trustee, five
Age 75 Mutual Funds sponsored by The Travelers Insurance Company++.

Robert E. McGill, III Retired manufacturing executive. Director (1983-1995), Executive Vice
Member President (1989-1994) and Senior Vice President, Finance and
295 Hancock Street Administration (1983-1989), The Dexter Corporation (manufacturer of
Williamstown, Massachusetts specialty chemicals and materials); Vice Chairman (1990-1992), Director
Age 67 (1983-1995), Life Technologies, Inc. (life science/biotechnology
products); Director, (1994-present), The Connecticut Surety Corporation
(insurance); Director (1995-present), Chemfab Corporation (specialty
materials manufacturer); Director (1999-present), Ravenswood Winery,
Inc.; Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee, five Mutual
Funds sponsored by The Travelers Insurance Company++.

Lewis Mandell Dean, School of Management (1998-present), Unveristy at Buffalo; Dean,
Member College of Business Administration (1995-1998), Marquette University;
606 N. 13th Street Professor of Finance (1980-1995) and Associate Dean (1993-1995), School
Milwaukee, WI 53233 of Business Administration, and Director, Center for Research and
Age 56 Development in Financial Services (1980-1995), University of
Connecticut; Director (1992-present), GZA Geoenvironmental Tech, Inc.
(engineering services); Member, Board of Managers, seven Variable
Annuity Separate Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance Company++.
</TABLE>

30
<PAGE> 94

<TABLE>
<S> <C>
Frances M. Hawk, CFA, CFP Private Investor, (1997-present), Portfolio Manager (1992-1997), HLM
Member Management Company, Inc. (investment management); Assistant Treasurer,
222 Berkeley Street Pensions and Benefits. Management (1989-1992), United Technologies
Boston, Massachusetts Corporation (broad- based designer and manufacturer of high technology
Age 51 products); Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee, five Mutual
Funds sponsored by The Travelers Insurance Company++.

Ernest J. Wright Vice President and Secretary (1996-present), Assistant Secretary
Secretary to the Board (1994-1996), Counsel (1987-present), The Travelers Insurance Company;
One Tower Square Secretary, seven Variable Annuity Separate Accounts of The Travelers
Hartford, Connecticut Insurance Company+; Secretary, Board of Trustees, five Mutual Funds
Age 58 sponsored by The Travelers Insurance Company++.

Kathleen A. McGah Assistant Secretary and Counsel (1995-present), The Travelers Insurance
Assistant Secretary to the Board Company; Assistant Secretary, seven Variable Annuity Separate Accounts
One Tower Square of The Travelers Insurance Company+; Assistant Secretary, Board of
Hartford, Connecticut Trustees, five Mutual Funds sponsored by The Travelers Insurance
Age 48 Company++. Prior to January 1995, Counsel, ITT Hartford Life Insurance
Company.

David Golino Second Vice President (1996-present), The Travelers Insurance Company;
Principal Accounting Officer Principal Accounting Officer, seven Variable Annuity Separate Accounts
To the Board of Managers of The Travelers Insurance Company+. Prior to May 1996, Manager,
One Tower Square Deloitte & Touche LLP.
Hartford, Connecticut
Age 37
</TABLE>

+ These seven Variable Annuity Separate Accounts are: The Travelers Growth
and Income Stock Account for Variable Annuities, The Travelers Quality
Bond Account for Variable Annuities, The Travelers Money Market Account
for Variable Annuities, The Travelers Timed Growth and Income Stock
Account for Variable Annuities, The Travelers Timed Short-Term Bond
Account for Variable Annuities, The Travelers Timed Aggressive Stock
Account for Variable Annuities and The Travelers Timed Bond Account for
Variable Annuities.

++ These five Mutual Funds are: Capital Appreciation Fund, Money Market
Portfolio, Trust, High Yield Bond Trust, Managed Assets Trust and The
Travelers Series Trust.

* Mr. McLendon is an "interested person" within the meaning of the 1940
Act by virtue of his position as Managing Director of Smith Barney Inc., an
indirect wholly owned subsidiary of Travelers Group Inc. and also owns shares
and options to purchase shares of Travelers Group Inc., the indirect parent of
The Travelers Insurance Company.

The Company is responsible for payment of the fees and expenses of the
Board of Managers, and the expenses of audit of the Separate Accounts, as well
as other expenses for services related to the operations of the accounts, for
which it deducts certain amounts from purchase payments and from the accounts.

Members of the Board of Managers who are also officers or employees of
Travelers Group Inc. or its subsidiaries are not entitled to any fee. Members
of the Board of Managers who are not affiliated as employees of Travelers Group
Inc. or its subsidiaries receive an aggregate retainer of $19,000 for service
on the Boards of the seven Variable Annuity Separate Accounts established by
The Travelers Insurance Company and the five Mutual Funds sponsored by The
Travelers Insurance Company. They also receive an aggregate fee of $2,500 for
each meeting of such Boards attended. Board Members with 10 years of service
may agree to provide services as emeritus director at age 72 or upon reaching
80 years of age and will receive 50% of the annual retainer and 50% of meeting
fees if attended.

31
<PAGE> 95
DISTRIBUTION AND MANAGEMENT SERVICES

Under the terms of a Distribution and Management Agreement between
each Separate Account, the Company and Tower Square Securities, Inc., the
Company provides all sales and administrative services and mortality and
expense risk guarantees related to variable annuity contracts issued by the
Company in connection with the Separate Accounts and assumes the risk of
minimum death benefits, as applicable. The Company also pays all sales costs
(including costs associated with the preparation of sales literature); all
costs of qualifying the Separate Accounts and the variable annuity contracts
with regulatory authorities; the costs of proxy solicitation; all custodian,
accountants' and legal fees; and all compensation paid to the unaffiliated
members of the Board of Managers. In addition, under the terms of the
Distribution and Management Agreements between the Company and Accounts TGIS,
TSB, TAS and TB, the Company deducts amounts necessary to pay fees to
third-party registered investment advisers which provide market timing
investment advisory services to Contract Owners in those accounts and, in turn,
pays such fees to the registered investment advisers. The Company also
provides without cost to the Separate Accounts all necessary office space,
facilities, and personnel to manage its affairs.

The Company received the following amounts from the Separate Accounts
in each of the last three fiscal years for services provided under the
Distribution and Management Agreements:

<TABLE>
<CAPTION>
SEPARATE ACCOUNT 1998 1997 1996
---------------- ---- ---- ----
<S> <C> <C>
GIS $ 7,623,733 $ 5,889,123
QB $ 2,144,373 $ 2,322,938

MM $ 1,296,431 $ 1,141,046

U $ 60,630,629 $ 43,929,076
TGIS $ 2,750,311 $ 2,727,368

TSB $ 1,092,109 $ 1,217,057
TAS $ 1,191,956 $ 1,196,757

TB $ 32,789 $ 77,050
</TABLE>

SECURITIES CUSTODIAN

Chase Manhattan Bank, N.A., Chase MetroTech Center, Brooklyn, New
York, is the custodian of the portfolio securities and similar investments of
Accounts GIS, QB, MM, TGIS, TSB, TAS and TB.

INDEPENDENT ACCOUNTANTS

Financial statements as of and for the year ended December 31, 1998 of
Accounts GIS, QB, MM, TGIS, TSB, TAS, TB and Fund U, included in the Annual
Reports (for each) incorporated by reference in this SAI, have been
incorporated herein in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.

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

32
<PAGE> 96
FINANCIAL STATEMENTS

TRAVELERS INSURANCE COMPANY

33
<PAGE> 97

THETRAVELERS

THE TRAVELERS

VARIABLE ANNUITIES

INDIVIDUAL AND GROUP VARIABLE ANNUITY CONTRACTS

Issued By

THE TRAVELERS INSURANCE COMPANY

PENSION AND PROFIT-SHARING,

SECTION 403(b) AND SECTION 408, AND

DEFERRED COMPENSATION PROGRAMS

L-11165S TIC Ed. 5-99
Printed in U.S.A.

34
<PAGE> 98
PART C

OTHER INFORMATION

Item 28. Financial Statements and Exhibits

(a) The financial statements of the Registrant, as well as of The Travelers
Growth and Income Stock Account for Variable Annuities, The Travelers
Quality Bond Account for Variable Annuities, The Travelers Money Market
Account for Variable Annuities, The Travelers Timed Short-Term Bond
Account for Variable Annuities, The Travelers Timed Aggressive Stock
Account for Variable Annuities, The Travelers Timed Bond Account for
Variable Annuities and The Travelers Fund U for Variable Annuities, and
the Reports of Independent Accountants thereto, are in the Annual Reports
for the respective Accounts and are incorporated into the Statement of
Additional Information by reference. For each of the Accounts, these
financial statements include as applicable:

To be filed by amendment.

The consolidated financial statements of The Travelers Insurance Company
and Subsidiaries and the report of Independent Auditors are contained in
the Statement of Additional Information. The consolidated financial
statements of The Travelers Insurance Company and Subsidiaries include:

To be filed by amendment.

(b) Exhibits

1. Resolution of The Travelers Insurance Company Board of Directors
authorizing the establishment of the Registrant. (Incorporated herein
by reference to Exhibit 1 to Post-Effective Amendment No. 11 to the
Registration Statement on Form N-3 filed April 22, 1996.)

2. Rules and Regulations of the Registrant. To be filed by amendment.

3. Custody Agreement between the Registrant and Chase Manhattan Bank, N.
A., Brooklyn, New York. (Incorporated herein by reference to Exhibit
3. to Post-Effective Amendment No. 10 to the Registration Statement on
Form N-4, filed on April 26, 1995.)

4. Investment Advisory Agreement between the Registrant and The Travelers
Investment Management Company. (Incorporated herein by reference to
Exhibit 4 to Post-Effective Amendment No. 11 to the Registration
Statement on Form N-3 filed April 22, 1996.)

5(a). Distribution and Principal Underwriting Agreement among the
Registrant, The Travelers Insurance Company and CFBDS, Inc.

5(b). Selling Agreement. (Incorporated herein by reference to Exhibit 3(b)
to Post-Effective Amendment No. 29 to the Registration Statement on
Form N-4 , File No. 2-79529, filed on April 19, 1996.)

6. Example of Variable Annuity Contracts (Incorporated herein by
reference to Exhibit 4 to Post-Effective Amendment No. 29 to the
Registration Statement on Form N-4, File No. 2-79529, filed on April
19, 1996.)

7. Example of Application. (Incorporated herein by reference to Exhibit
7 to Post-Effective Amendment No. 29 to the Registration Statement on
Form N-4, File No. 2-79529, filed on April 19, 1996.)
<PAGE> 99
8(a). Charter of The Travelers Insurance Company, as amended on October 19,
1994. (Incorporated herein by reference to Exhibit 3(a)(i) to the
Registration Statement on Form S-2, File No. 33-58677, filed on April
18, 1995.)

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

12. Opinion of Counsel as to the legality of the securities being
registered. (Incorporated herein by reference to Exhibit 12 to
Post-Effective Amendment No. 12 to the Registration Statement on Form
N-3 filed April 28, 1997.)

13(a). Consent of PricewaterhouseCoopers LLP, Independent Accountants. To be
filed by amendment.

13(b). Consent of KPMG LLP, Independent Certified Public Accountants. To be
filed by amendment

16. Schedule for Computation of Total Return Calculations - Standardized
and Non-Standardized. (Incorporated herein by reference to Exhibit 16
to Post-Effective Amendment No. 12 to the Registration Statement on
Form N-3 filed April 28, 1997.)

18(a). Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah
as signatory for Heath B. McLendon, Knight Edwards, Robert E. McGill
III, Lewis Mandell and Frances M. Hawk. (Incorporated herein by
reference to Exhibit 18(a) to Post-Effective Amendment No. 11 to the
Registration Statement on Form N-3 filed April 22, 1996.)

18(b). Powers of Attorney authorizing Ernest J. Wright or Kathleen A. McGah
as signatory for Michael A. Carpenter, Jay S. Benet, George C.
Kokulis, Ian R. Stuart and Katherine M. Sullivan. (Incorporated
herein by reference to Exhibit 18 to Post-Effective Amendment No. 12
to the Registration Statement on Form N-3 filed April 28, 1997.)

18(c). 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 and Donald T. DeCarlo. (Incorporated herein by
reference to Exhibit 18(c) to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-3, filed April 26, 1995.)

18(d) Power of Attorney authorizing Ernest J. Wright or Kathleen A. McGah as
signatory for J. Eric Daniels and Jay S. Benet.

27. Financial Data Schedule. To be filed by amendment.
<PAGE> 100
Item 29. Directors and Officers of The Travelers Insurance Company

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

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

*** Travelers Portfolio Group
1345 Avenue of the Americas
New York, NY 10105
</TABLE>
<PAGE> 101
Item 30. Persons Controlled by or Under Common Control with the Depositor

To be filed by amendment.

Item 31. Number of Contract Owners

To be filed by amendment.

Item 32. Indemnification

Pursuant to the provisions of Article VI of the Rules and Regulations of the
Registrant, indemnification is provided to members of the Board of Managers,
officers and employees of the Registrant in accordance with the standards
established by Sections 33-770-33-778 of the Connecticut General Statutes
("C.G.S.") relating to indemnification under the Connecticut Stock Corporation
Act.

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

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

Rule 484 Undertaking

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liability (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE> 102
Item 33. Business and Other Connections of Adviser

Officers and Directors of The Travelers Investment Management Company (TIMCO),
the Registrant's Investment Adviser, are set forth in the following table:

<TABLE>
<CAPTION>
Name Position with TIMCO Other Business
- ---- ------------------- --------------
<S> <C> <C>
Thomas W. Jones Director and Chairman Vice Chairman
Citigroup Inc.*
Chief Executive Officer of
Smith Barney Asset
Management Division

Sandip A. Bhagat Director, President and ** Not Applicable
Chief Executive Officer

Virgil H. Cumming Director Managing Director
Salomon Smith Barney Inc.*
Chief Investment Officer of
Smith Barney Asset
Management Division

Heath B. McLendon Director Managing Director
Salomon Smith Barney Inc.*

Emil J. Molinaro, Jr. Vice President Vice President
Citigroup Inc.**

Daniel B. Willey Vice President **Not Applicable

Gloria G. Williams Vice President** Not Applicable

John W. Lau Vice President** Not Applicable

Feng Zhang Vice President** Not Applicable

Maggie M. Copeland Vice President** Not Applicable

Michael Loura Assistant Vice President** Not Applicable

Yining Xia Assistant Vice President** Not Applicable

Alexander Romeo Assistant Vice President** Not Applicable

Michael F. Rosenbaum Corporate Secretary General Counsel to
Smith Barney Asset
Management Division

Michael J. Day Treasurer Managing Director
Salomon Smith Barney Inc.*
</TABLE>

*Address: 388 Greenwich Street, New York, New York 10013
**Address: One Tower Square, Hartford, Connecticut 01683
<PAGE> 103
Item 34. Principal Underwriter

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

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

The Travelers Growth and Income Stock Account for Variable Annuities
The Travelers Quality Bond Account for Variable Annuities
The Travelers Money Market Account for Variable Annuities
The Travelers Timed Short-Term Bond Account for Variable Annuities
The Travelers Timed Aggressive Stock Account for Variable Annuities
The Travelers Timed Bond Account for Variable Annuities
The Travelers Fund U for Variable Annuities
The Travelers Fund VA for Variable Annuities
The Travelers Fund BD for Variable Annuities
The Travelers Fund BD II for Variable Annuities
The Travelers Fund BD III for Variable Annuities
The Travelers Fund BD IV for Variable Annuities
The Travelers Fund ABD for Variable Annuities
The Travelers Fund ABD II for Variable Life Insurance
The Travelers Separate Account QP for Variable Annuities
The Travelers Separate Account PF for Variable Annuities
The Travelers Separate Account PF II for Variable Annuities
The Travelers Separate Account TM for Variable Annuities
The Travelers Separate Account TM II for Variable Annuities
The Travelers Separate Account Five for Variable Annuities
The Travelers Separate Account Six for Variable Annuities
The Travelers Separate Account Seven for Variable Annuities
The Travelers Separate Account Eight for Variable Annuities
The Travelers Fund UL for Variable Life Insurance
The Travelers Fund UL II for Variable Life Insurance
The Travelers Fund UL III for Variable Life Insurance
The Travelers Variable Life Insurance Separate Account One
The Travelers Variable Life Insurance Separate Account Two
The Travelers Variable Life Insurance Separate Account Three
The Travelers Variable Life Insurance Separate Account Four

CitiFunds Trust I
CitiFunds Trust II
CitiFunds Trust III
CitiFunds International Trust
CitiFunds Fixed Income Trust
CitiFunds Tax Free Income Trust
CitiFunds Tax Free Reserves
CitiFunds Multi-State Tax Free Trust
CitiFunds Premium Trust
CitiFunds Institutional Trust
CitiVariable Annuity
CitiVariable Annuity Plus
Variable Annuity Portfolios
The Premium Portfolios
Asset Allocation Portfolios
Cash Reserve Portfolio
Tax Free Reserves Portfolio
<PAGE> 104
U.S. Treasury Reserves Portfolio
CONCERT INVESTMENT SERIES:
Emerging Growth Fund
Government Fund
Growth and Income Fund
International Equity Fund
Municipal Fund
CONSULTING GROUP CAPITAL MARKETS FUNDS:
Balanced Investments
Emerging Markets Equity Investments
Government Money Investments
High Yield Investments
Intermediate Fixed Income Investments
International Equity Investments
International Fixed Income Investments
Large Capitalization Growth Investments
Large Capitalization Value Equity Investments
Long-Term Bond Investments
Mortgage Backed Investments
Municipal Bond Investments
Small Capitalization Growth Investments
Small Capitalization Value Equity Investments
GREENWICH STREET SERIES FUND:
Appreciation Portfolio
Diversified Strategic Income Portfolio
Emerging Growth Portfolio
Equity Income Portfolio (Class I)
Equity Income Portfolio (Class II)
Equity Index Portfolio
Growth & Income Portfolio
Intermediate High Grade Portfolio
International Equity Portfolio
Money Market Portfolio
Total Return Portfolio
SMITH BARNEY ADJUSTABLE RATE GOVERNMENT INCOME FUND
SMITH BARNEY AGGRESSIVE GROWTH FUND INC.
SMITH BARNEY APPRECIATION FUND
SMITH BARNEY ARIZONA MUNICIPALS FUND INC.
SMITH BARNEY CALIFORNIA MUNICIPALS FUND INC.
SMITH BARNEY CONCERT ALLOCATION SERIES INC.:
Balanced Portfolio
Conservative Portfolio
Growth Portfolio
High Growth Portfolio
Income Portfolio
Global Portfolio
Select Balanced Portfolio
Select Conservative Portfolio
Select Growth Portfolio
Select High Growth Portfolio
Select Income Portfolio
SMITH BARNEY EQUITY FUNDS:
Concert Social Awareness Fund
Smith Barney Large Cap Blend Fund
SMITH BARNEY FUNDAMENTAL VALUE FUND INC.
<PAGE> 105
SMITH BARNEY FUNDS, INC.:
Large Cap Value Fund
Short-Term High Grade Bond Fund
U.S. Government Securities Fund
SMITH BARNEY INCOME FUNDS:
Smith Barney Convertible Fund
Smith Barney Diversified Strategic Income Fund
Smith Barney Exchange Reserve Fund
Smith Barney High Income Fund
Smith Barney Municipal High Income Fund
Smith Barney Premium Total Return Fund
Smith Barney Total Return Bond Fund
SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND, INC.:
Cash Portfolio
Government Portfolio
Municipal Portfolio
SMITH BARNEY INVESTMENT FUNDS INC.:
Concert Peachtree Growth Fund
Smith Barney Contrarian Fund
Smith Barney Government Securities Fund
Smith Barney Hansberger Global Small Cap Value Fund
Smith Barney Hansberger Global Value Fund
Smith Barney Investment Grade Bond Fund
Smith Barney Special Equities Fund
SMITH BARNEY INVESTMENT TRUST:
Smith Barney Intermediate Maturity California Municipals Fund
Smith Barney Intermediate Maturity New York Municipals Fund
Smith Barney Large Cap Capitalization Growth Fund
Smith Barney S&P 500 Index Fund
Smith Barney Mid Cap Blend Fund
SMITH BARNEY MANAGED GOVERNMENTS FUND INC.
SMITH BARNEY MANAGED MUNICIPALS FUND INC.
SMITH BARNEY MASSACHUSETTS MUNICIPALS FUND
SMITH BARNEY MONEY FUNDS, INC.:
Cash Portfolio
Government Portfolio
Retirement Portfolio
SMITH BARNEY MUNI FUNDS:
California Money Market Portfolio
Florida Portfolio
Georgia Portfolio
Limited Term Portfolio
New York Money Market Portfolio
New York Portfolio
Pennsylvania Portfolio
SMITH BARNEY MUNICIPALS MONEY MARKET FUND, INC.
SMITH BARNEY NATURAL RESOURCES FUND INC.
SMITH BARNEY NEW JERSEY MUNICIPALS FUND INC.
SMITH BARNEY OREGON MUNICIPALS FUND
SMITH BARNEY PRINCIPAL RETURN FUND:
Zeros Plus Emerging Growth Series 2000
Smith Barney Security and Growth Fund
SMITH BARNEY SMALL CAP BLEND FUND, INC.
SMITH BARNEY TELECOMMUNICATIONS TRUST:
Smith Barney Telecommunications Income Fund
<PAGE> 106
SMITH BARNEY VARIABLE ACCOUNT FUNDS:
Income and Growth Portfolio
Reserve Account Portfolio
U.S. Government/High Quality Securities Portfolio
SMITH BARNEY WORLD FUNDS, INC.:
Emerging Markets Portfolio
European Portfolio
Global Government Bond Portfolio
International Balanced Portfolio
International Equity Portfolio
Pacific Portfolio
TRAVELERS SERIES FUND INC.:
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
GT Global Strategic Income Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth Portfolio
Smith Barney Money Market Portfolio
Smith Barney Pacific Basin Portfolio
TBC Managed Income Portfolio
Van Kampen American Capital Enterprise Portfolio
CENTURION FUNDS, INC.:
Centurion Tax-Managed U.S. Equity Fund
Centurion Tax-Managed International Equity Fund
Centurion U.S. Protection Fund
Centurion International Protection Fund
AMERICAN ODYSSEY FUNDS:
Global High-Yield Bond Fund
International Equity Fund
Emerging Opportunities Fund
Core Equity Fund
Long-Term Bond Fund
Intermediate-Term Bond Fund
SALOMON BROTHERS VARIABLE SERIES FUND:
Salomon Brothers Total Return Fund
Salomon Brothers Capital Fund
Salomon Brothers High Yield Bond Fund
Salomon Brothers Variable Investors Fund
Salomon Brothers Strategic Bond Fund
<PAGE> 107
<TABLE>
<CAPTION>
(b) Name and Principal Positions and Offices
Business Address * With Underwriter
------------------ ----------------
<S> <C>
Phillip W. Coolidge Chairman of the Board, Director
Chief Executive Officer, and President
Linda T. Gibson Secretary
Molly S. Mugler Assistant Secretary
Linwood C. Downs Treasurer
John R. Elder Assistant Treasurer
Susan Jakuboski Assistant Treasurer
Donald S. Chadwick Director
Robert G. Davidoff Director
Leeds Hackett Director
Laurence E. Levine Director
</TABLE>

* Principal business address: 21 Milk Street, Boston, MA 02109

Item 35. Location of Accounts and Records

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

(2) Chase Manhattan Bank, N. A.
Chase MetroTech Center
Brooklyn, New York 11245

Item 36. Management Services

Inapplicable.

Item 37. Undertakings

The undersigned Registrant hereby undertakes:

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

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

(c) To deliver any Statement of Additional Information and any financial
statements required to be made available under this Form N-3 promptly
upon written or oral request.

The Company hereby represents:

(a) That the aggregate charges under the Contract of the Registrant
described herein are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the
Company.
<PAGE> 108

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this amendment to this registration statement
to be signed on its behalf, in the City of Hartford, State of Connecticut, on
the 23rd day of February 1999.

THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES
(Registrant)

By: *HEATH B. McLENDON
------------------------------
Heath B. McLendon
Chairman of the Board of Managers

As required by 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 the 23rd day of February 1999.

<TABLE>
<S> <C>
*HEATH B. McLENDON Chairman, Board of Managers
- ----------------------------
(Heath B. McLendon)

*KNIGHT EDWARDS Member, Board of Managers
- ----------------------------
(Knight Edwards)

*ROBERT E. McGILL, III Member, Board of Managers
- ----------------------------
(Robert E. McGill, III)

*LEWIS MANDELL Member, Board of Managers
- ----------------------------
(Lewis Mandell)

*FRANCES M. HAWK Member, Board of Managers
- ----------------------------
(Frances M. Hawk)

*By: /s/Ernest J. Wright, Attorney-in-Fact
Secretary, Board of Managers
</TABLE>
<PAGE> 109
SIGNATURES

THE TRAVELERS INSURANCE COMPANY
(Insurance Company)

By: *JAY S. BENET
------------------------------------
Jay S. Benet
Senior Vice President, Chief Financial Officer
Chief Accounting Officer and Controller

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

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

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

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

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

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

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

*By: /s/Ernest J. Wright, Attorney-in-Fact
</TABLE>
<PAGE> 110
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
5(a). Distribution and Principal Underwriting Agreement Electronically
among the Registrant, The Travelers Insurance Company
and CFBDS, Inc.

13(a). Consent of PricewaterhouseCoopers LLP, Independent Accountants To be filed by
amendment

13(b). Consent of KPMG LLP, Independent Certified Public Accountants To be filed by
amendment

18(d) Power of Attorney authorizing Ernest J. Wright or Kathleen A. Electronically
McGah as signatory for J. Eric Daniels and Jay S. Benet.

27. Financial Data Schedule. To be filed by
amendment
</TABLE>

<PAGE> 1
EXHIBIT 5(a)

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT

THIS AGREEMENT is made this 8th day of October, 1998, by and among The
Travelers Insurance Company ("The Travelers"), a Connecticut stock insurance
company, with its principal offices in Hartford, Connecticut and the Managed
Separate Accounts as set forth in Schedule A attached hereto, each acting on
its own behalf and not on behalf of any other Managed Separate Account and each
being solely responsible for its obligations, (each a "Separate Account" and
collectively, the "Separate Accounts"), each of which is a registered, open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act") of The Travelers established pursuant to Connecticut
State Insurance Law with its principal offices in Hartford, Connecticut and
CFBDS, Inc. (the "Distributor") a Massachusetts general business corporation.

WHEREAS, the Distributor is engaged principally in the business of
distributing variable insurance products and investment company shares, is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), and is a member of the National Association of
Securities Dealers, Inc. ("NASD");

WHEREAS, The Travelers and each Separate Account have registered
variable annuity contracts (the "Contracts") under the Securities Act of 1933,
as amended (the "1933 Act"), and desire to retain the Distributor to distribute
the Contracts and the Distributor is willing to distribute the Contracts in the
manner and on the terms set forth herein;

NOW, THEREFORE, in consideration of the promises and the mutual
covenants herein contained, The Travelers, each Separate Account, and the
Distributor hereby agree as follows:

1. Definitions. The terms "affiliated person," "assignment,"
"interested person," and "majority of the outstanding voting securities," when
used in this Agreement, shall have the respective meanings specified under the
1940 Act and rules thereunder. In addition, the term "representative," when
used in this Agreement shall have the meaning specified under the 1934 Act and
rules thereunder.

2. Distribution and Principal Underwriting of the Contracts.

(a) Right to Distribute Contracts. The Travelers and
each Separate Account hereby grant to the Distributor the exclusive right,
subject to the requirements of the 1933 Act, the 1934 Act, and the 1940 Act,
and the terms set forth herein, to act as agent for distribution of the
Contracts and as principal underwriter during the term of this Agreement. The
Distributor shall at all times function as and be deemed to be an independent
contractor and nothing herein contained shall constitute the Distributor or its
agents, officers, or employees as agents, officers, or employees of The
Travelers solely by virtue of their activities in connection with the sale of
the Contracts hereunder. The Distributor will use its best efforts to
distribute the Contracts in accordance with applicable laws, including the
rules of the NASD.
<PAGE> 2
The Travelers and each Separate Account hereby authorize the
Distributor to enter into written sales or service agreements, on such terms
and conditions as the Distributor may determine are consistent with this
Agreement, with broker-dealers that are registered under the 1934 Act and are
members of the NASD and who agree to distribute the Contracts. Distributor
shall not be obligated or authorized to make retail sales to the public.

(b) Limits on Authority. This Agreement notwithstanding,
The Travelers retains the ultimate right to control the sale of the Contracts,
including the right to suspend sales in any jurisdiction or jurisdictions, to
appoint and discharge agents of The Travelers, or to refuse to sell a Contract
to any applicant for any reason whatsoever. Furthermore, the Distributor and
its representatives shall not have authority, on behalf of The Travelers: to
make, alter, or discharge any Contract or other variable contract entered into
pursuant to a Contract; to waive any Contract forfeiture provision; to extend
the time of paying any premium, or to receive any monies or premiums. The
Distributor shall not expend, nor contract for the expenditure of, the funds of
The Travelers. The Distributor shall not possess or exercise any authority on
behalf of The Travelers other than that expressly conferred on the Distributor
by this Agreement.

(c) Registration; Compliance with NASD Conduct Rules. To
the extent necessary to distribute the Contracts, the Distributor shall be duly
registered or otherwise qualified under all applicable securities laws of any
state or other jurisdiction in which the Distributor is licensed or otherwise
authorized to distribute the Contracts, if required. The Distributor shall be
responsible for the training, supervision, and control of its representatives
for the purpose of the NASD Conduct Rules and all applicable federal and state
securities law requirements.

(d) Representations and Warranties of the Distributor.
The Distributor represents and warrants to The Travelers that the Distributor
is, and during the term of this Agreement shall remain, registered as a
broker-dealer under the 1934 Act, admitted as a member with the NASD, and duly
registered under applicable state securities laws, and that the Distributor is
and shall remain during the term of this Agreement in compliance with Section
9(a) of the 1940 Act.

(e) Marketing Materials; Preparation and Filing. The
Travelers shall design and develop all promotional, sales, and advertising
material relating to the Contracts and any other marketing-related documents
for use in the sale of the Contracts, subject to review and approval by
Distributor of such material and documents in accordance with Section 2210 of
the NASD Conduct Rules. The Distributor shall be responsible for filing such
material with the NASD and any state securities regulatory authorities
requiring such filings. The Travelers shall be responsible for filing all
promotional, sales, or advertising material, as required, with any state
insurance regulatory authorities. The Travelers shall be responsible for
preparing the Contract forms and filing them with applicable state insurance
regulatory authorities, and for preparing the prospectuses and registration
statements for the Contracts and filing them with the Securities and Exchange
Commission (the "SEC") and state regulatory authorities, to the extent
required. The parties shall notify each other expeditiously of any comments
provided by the SEC, NASD, or any securities or insurance regulatory authority
on such material, and will cooperate expeditiously in resolving and
implementing any comments, as applicable.

2
<PAGE> 3
3. Books and Records.

(a) The Travelers, each Separate Account, and the
Distributor shall cause to be maintained and preserved all books of account and
related financial records as are required by the 1934 Act, the NASD, and any
other applicable laws and regulations. These books and records as to all
transactions hereunder shall be maintained so as to disclose clearly and
accurately the nature and details of the transactions. All the books and
records maintained by The Travelers on behalf of the Distributor, or by any
person on behalf of The Travelers, or by the Distributor directly, in
connection with the offer and sale of the Contracts, shall be maintained and
preserved in conformity with the requirements of Rules 17a-3 and 17a-4 under
the 1934 Act or the corresponding provisions of any future federal securities
laws or regulations. All such books and records shall be maintained and held
by The Travelers or by any person on behalf of The Travelers on behalf of and
as agent for the Distributor, whose property they are and shall remain. Such
books and records shall be at all times subject to inspection by the SEC in
accordance with Section 17(a) of the 1934 Act. The Travelers shall have access
to all records maintained in connection with the Contracts.

(b) The Travelers, as agent for the Distributor, shall
confirm to each purchaser of a Contract, in accordance with Rule 10b-10 under
the 1934 Act, acceptance of premiums and such other transactions as are
required by and in accordance with Rule 10b-10 and administrative
interpretations thereunder.

4. Reports.

(a) The Distributor shall cause The Travelers and each
Separate Account to be furnished with such reports as either or both may
reasonably request for the purpose of meeting reporting and record keeping
requirements under the 1933 Act, the 1934 Act, and the 1940 Act and rules
thereunder, as well as the insurance laws of the State of Connecticut and any
other applicable states or jurisdictions.

(b) The Distributor and The Travelers shall submit to all
regulatory and administrative bodies having jurisdiction over the present and
future operations of each Separate Account, any information, reports, or other
material which any such body by reason of this Agreement may request or require
pursuant to applicable laws or regulations.

5. Maintaining Registration and Approvals. The Travelers shall
be responsible for maintaining the registration of the Contracts with the SEC
and any state securities regulatory authority with which such registration is
required, and for gaining and maintaining approval of the Contract forms where
required under the insurance laws and regulations of each state or other
jurisdiction in which the Contracts are to be offered.

6. Issuance and Administration of Contracts. The Travelers shall
be responsible for issuing the Contracts and administering the Contracts and
each Separate Account and a Travelers affiliated broker-dealer shall have full
responsibility for the securities activities of all persons employed by The
Travelers, engaged directly or indirectly in the Contract operations, and for
the training, supervision, and control of such persons to the extent of such
activities.

3
<PAGE> 4
7. Non-Exclusivity. The Travelers and each Separate Account
agree that the services to be provided by the Distributor hereunder are not to
be deemed exclusive and the Distributor is free to act as distributor of other
variable insurance products or investment company shares.

8. Affiliated Persons. It is understood that any Contract owner
or agent of each Separate Account may be a Contract owner, shareholder,
director, officer, employee, or agent of, or be otherwise interested in, the
Distributor, any affiliated person of the Distributor, any organization in
which the Distributor may have an interest or any organization which may have
an interest in the Distributor; that the Distributor, any such affiliated
person, or any such organization may have an interest in each Separate Account
and that the existence of any such dual interest shall not affect the validity
hereof or any transaction thereunder except as may otherwise be provided in the
articles of organization or by-laws of the Distributor or by specific
provisions of applicable law.

9. Indemnification.

(a) By The Travelers. The Travelers on its behalf and on
behalf of each Separate Account shall indemnify and hold harmless the
Distributor and any officer, director, or employee of the Distributor against
any and all losses, claims, damages, or liabilities, joint or several
(including any investigative, legal, and other expenses reasonably incurred in
connection with, and any amounts paid in settlement of, any action, suit, or
proceeding or any claim asserted), to which the Distributor and/or any such
person may become subject, under any statute or regulation, any NASD rule or
interpretation, at common law or otherwise, insofar as such losses, claims,
damages, or liabilities:

(i) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, in light of the circumstances in
which they were made, contained in any registration statement or in any
prospectus for the Contracts; provided that The Travelers shall not be liable
in any such case to the extent that such loss, claim, damage, or liability
arises out of, or is based upon, an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon information
furnished in writing to The Travelers by the Distributor specifically for use
in the preparation of any such registration statement or any amendment thereof
or supplement thereto;

(ii) or result from any breach by The Travelers of
any provision of this Agreement.

This indemnification agreement shall be in addition to any liability that The
Travelers may otherwise have; provided, however, that no person shall be
entitled to indemnification pursuant to this provision if such loss, claim,
damage, or liability is due to the willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty by the person seeking
indemnification.

(b) By The Distributor. The Distributor shall indemnify
and hold harmless The Travelers on its behalf and on behalf of each Separate
Account and any officer, director, or employee of The Travelers or each
Separate Account against any and all losses, claims, damages, or liabilities,
joint or several (including any investigative, legal, and other expenses

4
<PAGE> 5
reasonably incurred in connection with, and any amounts paid in settlement of,
any action, suit, or proceeding or any claim asserted), to which The Travelers
and/or any such person may become subject under any statute or regulation, any
NASD rule or interpretation, at common law or otherwise, insofar as such
losses, claims, damages, or liabilities:

(i) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, in light of the
circumstances in which they were made, contained in any registration statement
or in any prospectus for the Contracts; in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon information furnished in writing
by the Distributor to The Travelers specifically for use in the preparation of
any such registration statement or any amendment thereof or supplement thereto;
or

(ii) result from any breach by the Distributor of
any provision of this Agreement; or

(iii) result from the Distributor's own misconduct
or negligence.

This indemnification agreement shall be in addition to any liability that the
Distributor may otherwise have; provided, however, that no person shall be
entitled to indemnification pursuant to this provision if such loss, claim,
damage, or liability is due to the willful misfeasance, bad faith, gross
negligence, or reckless disregard of duty by the person seeking
indemnification.

(c) General. Promptly after receipt by a party entitled
to indemnification ("indemnified person") under this Paragraph 9 of notice of
the commencement of any action as to which a claim will be made against any
person obligated to provide indemnification under this Paragraph 9
("indemnifying party"), such indemnified person shall notify the indemnifying
party in writing of the commencement thereof as soon as practicable thereafter,
but failure to so notify the indemnifying party shall not relieve the
indemnifying party from any liability which it may have to the indemnified
person otherwise than on account of this Paragraph 9. The indemnifying party
will be entitled to participate in the defense of the indemnified person but
such participation will not relieve such indemnifying party of the obligation
to reimburse the indemnified person for reasonable legal and other expenses
incurred by such indemnified person in defending himself or itself.

The indemnification provisions contained in this Paragraph 9 shall
remain operative in full force and effect, regardless of any termination of
this Agreement. A successor by law of the Distributor or The Travelers, as the
case may be, shall be entitled to the benefits of the indemnification
provisions contained in this Paragraph 9.

10. Regulation. This Agreement shall be subject to the provisions
of the 1933 Act, the 1934 Act, and the 1940 Act and the rules, regulation, and
rulings thereunder, and of the NASD, as in effect from time to time, including
such exemptions and other relief as the SEC, its staff, or the NASD may grant,
and the terms hereof shall be interpreted and construed in accordance
therewith.

5
<PAGE> 6
11. Investigation and Proceedings.

(a) Each party hereto shall advise the other promptly of
(i) any action of the SEC or any authorities of any state or territory, of
which it has knowledge, affecting registration or qualification of each
Separate Account and the Contracts, or the right to offer the Contracts for
sale, and (ii) the happenings of any event that makes untrue any statement or
which requires the making of any change, in the registration statement or
prospectus for the Contracts in order to make the statements therein not
misleading.

(b) The Travelers, each Separate Account, and the
Distributor agree to cooperate fully in any regulatory inspection, inquiry,
investigation, or proceeding or any judicial proceeding with respect to The
Travelers, each Separate Account, or the Distributor, their affiliates and
their representatives to the extent that such inspection, inquiry,
investigation, or proceeding is in connection with the Contracts distributed
under this Agreement.

12. Duration and Termination of the Agreement.

(a) This Agreement shall become effective with respect to
the Contracts as of the date first written above, and shall continue in full
force and effect until termination or expiration. This Agreement may be
amended at any time by mutual agreement of the parties hereto.

(b) This Agreement shall continue in effect for two years
from the date of its execution, and thereafter from year to year, but only so
long as such continuance is specifically approved at least annually by (i) each
Separate Account's Board of Managers (the "Board"), or by a vote of the
majority of the outstanding voting securities of each Separate Account, and
(ii) a vote of a majority of those members of the Board who are not parties to
this Agreement nor interested persons of such parties, cast in person at a
meeting called for the purpose of voting on such approval.

(c) This Agreement may be terminated at any time for any
reason by either party upon 60 days' written notice to the other party, without
payment of any penalty. This Agreement may be terminated immediately at the
option of either party to this Agreement upon the other party's material breach
of any provision of this Agreement, unless such breach has been cured within 10
days after receipt of notice from the non-breaching party of such breach.

(d) This Agreement shall automatically terminate in the
event of its assignment. (The term "assigned" shall not include any
transaction exempted from Section 15(b)(2) of the 1940 Act).

(e) Upon termination of this Agreement, all
authorizations, rights and obligations shall cease except the obligation to
settle accounts, and the provisions contained in Paragraph 9 regarding
indemnification agreements.

13. Rights, Remedies, etc. are Cumulative. The rights, remedies,
and obligations contained in this Agreement are cumulative and are in addition
to any and all rights, remedies, and obligations, at law or in equity, which
the parties hereto are entitled to under state and federal laws. Failure of
either party to insist upon strict compliance with any of the conditions of

6
<PAGE> 7
this Agreement shall not be construed as a waiver of any of the conditions, but
the same shall remain in full force and effect. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of
any other provisions, whether or not similar, nor shall any waiver constitute a
continuing waiver.

14. Interpretation. This Agreement constitutes the whole
agreement between the parties hereto with respect to the subject matter hereof,
and supersedes all prior oral or written understandings, agreements, or
negotiations between the parties with respect to such matter. No prior writing
by or between the parties with respect to the subject matter hereof shall be
used by either party in connection with the interpretation of any provisions of
this Agreement.

15. Severability. This is a severable Agreement. In the event
that any provision of this Agreement would require a party to take action
prohibited by applicable federal or state law or prohibit a party from taking
action required by applicable federal or state law, then it is the intention of
the parties hereto that such provision shall be enforced to the extent
permitted under the law, and, in any event, that all other provisions of this
Agreement shall remain valid and duly enforceable as if the provision at issue
had never been a part hereof.

16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
be deemed one instrument.

17. Notices. All notices and other communications provided for
hereunder shall be in writing and shall be either hand-delivered, transmitted
by registered or certified United States mail with return receipt requested, or
by overnight mail by a nationally recognized courier. All notices shall be
effective upon delivery and shall be addressed as follows:

(a) If to The Travelers -

The Travelers Insurance Company
One Tower Square
Hartford, CT 01683
Attention: General Counsel

(b) If to the Separate Accounts

The Travelers Insurance Company, Separate Accounts
One Tower Square
Hartford, CT 06183
Attention: General Counsel

CFBDS, Inc.
21 Milk Street
Boston, MA 02109
Attention: Philip W. Coolidge

7
<PAGE> 8
or to such other address as The Travelers, each Separate Account, or the
Distributor shall designate by written notice to the other parties.

18. Miscellaneous. Captions in this Agreement are included for
convenience or reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect.

IN WITNESS WHEREOF, The Travelers, each Separate Account, and the
Distributor have caused this Agreement to be executed in their names and on
their behalf by and through their duly authorized officer on the day and year
first above written.

THE TRAVELERS INSURANCE COMPANY

Attest: /s/Kathleen A. McGah By: /s/Ernest J. Wright
------------------------ ------------------------------------

Name: Ernest J. Wright
----------------------------------
Title: Vice President
---------------------------------

EACH OF THE MANAGED SEPARATE
ACCOUNTS LISTED ON SCHEDULE A,
ATTACHED HERETO.

Attest: /s/Kathleen A. McGah By: /s/Ernest J. Wright
------------------------ ------------------------------------

Name: Ernest J. Wright
----------------------------------
Title: Vice President
---------------------------------

CFBDS, INC.

Attest: /s/Christine A. Drapeau By: /s/Linda Gibson
------------------------ ------------------------------------

Name: Linda Gibson
----------------------------------
Title: Secretary
---------------------------------

8
<PAGE> 9
SCHEDULE A
TO THE

DISTRIBUTION AND PRINCIPAL UNDERWRITING AGREEMENT

LIST OF MANAGED SEPARATE ACCOUNTS

1. The Travelers Growth and Income Stock Account for Variable Annuities

2. The Travelers Quality Bond Account for Variable Annuities

3. The Travelers Money Market Account for Variable Annuities

4. The Travelers Timed Growth and Income Stock Account for Variable
Annuities

5. The Travelers Timed Short-Term Bond Account for Variable Annuities

6. The Travelers Timed Aggressive Stock Account for Variable Annuities

7. The Travelers Timed Bond Account for Variable Annuities

<PAGE> 1
EXHIBIT 18(d)

THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, J. ERIC DANIELS of Farmington, Connecticut, Director,
President and Chief Executive Officer of The Travelers Insurance Company
(hereafter the "Company"), do hereby make, constitute and appoint ERNEST J.
WRIGHT, Secretary of said Company, and KATHLEEN A. McGAH, Assistant Secretary
of said Company, or either one of them acting alone, my true and lawful
attorney-in-fact, for me, and in my name, place and stead, to sign registration
statements on behalf of said Company on Form N-3 or other appropriate form
under the Securities Act of 1933 and the Investment Company Act of 1940 for The
Travelers Timed Growth and Income Stock Account for Variable Annuities, a
separate account of the Company dedicated specifically to the funding of
variable annuity contracts to be offered by said Company, and further, to sign
any and all amendments thereto, including post-effective amendments, that may
be filed by the Company on behalf of said registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of
January 1999.

/s/J. Eric Daniels
Director, President and Chief Executive Officer
The Travelers Insurance Company
<PAGE> 2
THE TRAVELERS TIMED GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, JAY S. BENET of West Hartford, Connecticut, Director, Senior
Vice President and Chief Financial Officer, Chief Accounting Officer and
Controller of The Travelers Insurance Company (hereafter the "Company"), do
hereby make, constitute and appoint ERNEST J. WRIGHT, Secretary of said
Company, and KATHLEEN A. McGAH, Assistant Secretary of said Company, or either
one of them acting alone, my true and lawful attorney-in-fact, for me, and in
my name, place and stead, to sign registration statements on behalf of said
Company on Form N-3 or other appropriate form under the Securities Act of 1933
and the Investment Company Act of 1940 for The Travelers Timed Growth and
Income Stock Account for Variable Annuities, a separate account of the Company
dedicated specifically to the funding of variable annuity contracts to be
offered by said Company, and further, to sign any and all amendments thereto,
including post-effective amendments, that may be filed by the Company on behalf
of said registrant.

IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of
January 1999.

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