TRAVELERS INC
8-A12B, 1994-03-01
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(B) OR 12(G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                                THE TRAVELERS INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                         52-1568099
           --------                                         ----------
   (State of Incorporation)                              (I.R.S. Employer
                                                        Identification No.)


                              65 East 55th Street
                           New York, New York 10022
                    ---------------------------------------
                    (Address of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                       Name of each exchange on which
      to be so registered                       each class is to be registered
      -------------------                       ------------------------------


5.50% Convertible Preferred Stock,
Series B, $1.00 par value per share             New York Stock Exchange, Inc.


Warrants to Purchase Common Stock
$.01 par value per share                        New York Stock Exchange, Inc.


Securities to be registered pursuant to Section 12(g) of the Act:

                                      None

<PAGE>

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.   Description of Registrant's Securities to be Registered

          The description of the 5.50% Convertible Preferred Stock, Series B
("Series B Preferred Stock"), of The Travelers Inc. (the "Registrant") is
incorporated by reference to the section of the Registrant's Registration
Statement on Form S-3 dated February 15, 1994, (File No. 33-52281) filed with
the Securities and Exchange Commission ("Commission") on February 15, 1994 (the
"Registration Statement"), captioned "Description of Offered Securities -
Series B Preferred Stock", the prospectus which forms a part of the
Registration Statement (the "Prospectus"), and to the prospectus supplement or
supplements to be filed in connection therewith pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Act").

          The description of the Warrants (the "Warrants") to purchase shares
of common stock, $.01 par value per share, of the Registrant is incorporated by
reference to the section of the Registration Statement captioned "Description
of Offered Securities - Warrants," the Prospectus, and to the prospectus
supplement or supplements to be filed in connection therewith pursuant to Rule
424(b) of the Act.

Item 2.   Exhibits
          See Exhibit Index



                                   SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                   THE TRAVELERS INC.


                                   By:  /s/ Jerome T. Fadden
                                       -----------------------
                                        Jerome T. Fadden
                                        Vice President and Treasurer

Date: March 1, 1994


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<PAGE>

                                 EXHIBIT INDEX


Exhibit No.                    Description
- -----------                    -----------

   1                     Certificate of Designation of 5.50% Convertible
                         Preferred Stock, Series B, of The Travelers Inc. (the
                         "Company") (the "Series B Preferred Stock")
                         incorporated by reference to Exhibit 4.01 to the
                         Registration Statement on Form S-3 of the Company, No.
                         33-52281, as amended (the "Registration Statement")

   2                     Form of Series B Preferred Stock certificate,
                         incorporated by reference to Exhibit 4.02 of the
                         Registration Statement

   3                     Form of Warrant Agreement, incorporated by reference
                         to Exhibit 4.03 of the Registration Statement

   4                     Form of Warrant, incorporated by reference to Exhibit
                         4.04 of the Registration Statement



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