TRAVELERS GROUP INC, S-3, 1995-09-25

TRAVELERS GROUP INC
S-3, 1995-09-25
PERSONAL CREDIT INSTITUTIONS

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As filed with the Securities and Exchange Commission on September 25, 1995.
Registration No.

===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
TRAVELERS GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)

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

388 Greenwich Street
New York, New York 10013
(212) 816-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

__________________

Charles O. Prince, III
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
(212) 816-8000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copy to:
Alan G. Straus, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
__________________

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than
securities offered only in connection with dividend or interest rein-
vestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, please check the following box. [ ]
__________________

CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Maximum Proposed
Title of Each Offering Maximum Amount
Class of Amount Price Aggregate of
Securities to be to be Per Offering Registration
Registered Registered Unit(1) Price(1) Fee
- --------------------------------------------------------------------------------
Common Stock par 350,000 $50 1/8 $17,543,750 $6,049.57
value $.01 shares
================================================================================
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457 and based on the average of the high and
low prices of the Common Stock on September 22, 1995.
__________________

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the Commis-
sion, acting pursuant to said Section 8(a), may determine.

===========================================================================

<PAGE>

<TABLE><CAPTION>
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K

Form S-3 Item Number and Caption Location in Prospectus
- -------------------------------- ----------------------
<S> <C> <C>
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus . Facing Page of Registration
Statement and Front Cover Page

2. Inside Front and Outside Back Cover Pages
of Prospectus . . . . . . . . . . . . . . Inside Front and Outside Back Cover
Pages

3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges . . . Not Applicable

4. Use of Proceeds . . . . . . . . . . . . . Use of Proceeds

5. Determination of Offering Price . . . . . Not Applicable

6. Dilution . . . . . . . . . . . . . . . . Not Applicable

7. Selling Security Holders . . . . . . . . Not Applicable

8. Plan of Distribution . . . . . . . . . . The Travelers Indemnity Company
Agency Capital Accumulation Plan

9. Description of Securities to be Not Applicable
Registered . . . . . . . . . . . . . . .

10. Interests of Named Experts and Counsel . Experts; Legal Matters

11. Material Changes . . . . . . . . . . . . Not Applicable

12. Incorporation of Certain Information by Incorporation of Certain Infor-
Reference . . . . . . . . . . . . . . . . mation by Reference

13. Disclosure of Commission Position on In-
demnification for Securities Act
Liabilities . . . . . . . . . . . . . . . Not Applicable

</TABLE>

<PAGE>

SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 1995
PROSPECTUS

TRAVELERS GROUP INC.
_____________

THE TRAVELERS INDEMNITY COMPANY
AGENCY CAPITAL ACCUMULATION PLAN

_____________

This Prospectus relates to an aggregate of 350,000 shares of
common stock, par value $.01 per share (the "Common Stock"), of Travelers
Group Inc. (the "Company"), issuable pursuant to The Travelers Indemnity
Company Agency Capital Accumulation Plan (the "Plan").

An aggregate of 350,000 shares of Common Stock (the "Restricted
Stock") has been authorized for issuance pursuant to the Plan. The
Restricted Stock will be issued from time to time by the Company under the
terms of the Plan directly to Eligible Agencies (as hereinafter defined)
that elect to receive a portion of their Profit Sharing (as hereinafter
defined) that would otherwise have been paid in cash in the form of
Restricted Stock without the payment of any underwriting discount or com-
mission. In certain jurisdictions, a registered broker-dealer will act as
agent on behalf of the Company in order to comply with the securities laws
of such jurisdictions. Smith Barney Inc., an affiliate of the Company
and a registered broker-dealer, may act in such capacity. The Restricted
Stock will be subject to restrictions on transferability and forfeiture in
certain circumstances. The price of the Restricted Stock for purposes of
determining the number of shares to be issued will be discounted at 25%
from fair market value (as hereinafter defined), or at the discretion of
the Committee (as hereinafter defined) at such other percentage as may be
necessary to reflect adequately the impact of the nature of the restric-
tions and the risk of potential forfeiture of the Restricted Stock.

The Common Stock is currently traded on the New York Stock
Exchange, Inc. and The Pacific Stock Exchange Incorporated, under the symbol
"TRV," and on The Toronto Stock Exchange under the symbol "TVG." On
September 22, 1995, the last sale price of the Common Stock as reported on
the New York Stock Exchange, Inc. was $50.25 per share.

_______________

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

_______________

The date of this Prospectus is ____________ __, 1995

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

<PAGE>

FOR NORTH CAROLINA PURCHASERS: THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSIONER OF INSURANCE FOR THE STATE OF NORTH
CAROLINA, NOR HAS THE COMMISSIONER RULED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
regional offices located at 7 World Trade Center, 13th Floor, New York, New
York 10048, and Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements
and other information may also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005 and at the
offices of The Pacific Stock Exchange Incorporated, 301 Pine Street, San
Francisco, California 94106 and 233 South Beaudry Avenue, Los Angeles,
California 90012.

This Prospectus constitutes a part of the Registration Statement
on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") filed with the Commission under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in such Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Reference is made to such Registration Statement for further
information with respect to the Company and the securities offered hereby.
Any statement contained herein concerning the provisions of any document
filed as an exhibit to the Registration Statement or otherwise filed with
the Commission or incorporated by reference herein are not necessarily
complete, and in each instance reference is made to the copy of such
document so filed for a more complete description of the matter involved.
Each such statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, the Company's Quarterly Report on Form 10-Q for
the three month and six month periods ended March 31, 1995 and June 30,
1995, respectively, the Company's Current Reports on Form 8-K dated May 9, 1995
(filed on May 9, 1995); May 9, 1995 (filed on May 11, 1995); May 25, 1995; June
25, 1995 and September 14, 1995, and the description of the Company's Common
Stock contained in the Company's Registration Statement on Form S-3 dated
February 15, 1994 (File No. 33-52281), which have been filed by the Company
under the Exchange Act, are incorporated by reference herein.

All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities
offered hereby shall be deemed to be incorporated

<PAGE>

by reference herein and to be part hereof from the date of filing of
such documents. Any statement contained herein or in a document incor-
porated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement as modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company hereby undertakes to provide without charge to each
person to whom this Prospectus is delivered, upon written or oral request
of such person, a copy of any and all of the documents referred to above
which have been or may be incorporated by reference herein, other than
exhibits thereto (unless such exhibits are specifically incorporated by
reference in such documents). Requests for such copies should be directed
to Corporate Communications and Investor Relations, Travelers Group Inc.,
388 Greenwich Street, New York, New York 10013; telephone number (212) 816-
8000.

USE OF PROCEEDS

The Company will issue the Restricted Stock to Eligible Agencies
that elect to receive Restricted Stock (the "Participants") in lieu of a
portion of their profit sharing ("Profit Sharing") under agency benefit
agreements with The Travelers Indemnity Company, an indirect wholly owned
subsidiary of the Company ("Indemnity"), which Profit Sharing would have been
otherwise paid in cash. The Company will not receive any cash proceeds in
connection with the issuance of the Restricted Stock.

THE TRAVELERS INDEMNITY COMPANY
AGENCY CAPITAL ACCUMULATION PLAN

General Information

The Plan was adopted by the Board of Directors of the Company on
July 26, 1995. The Plan is administered by the Nominations and Compensation
Committee of the Board or such other committee which may be appointed by the
Board from time to time (the "Committee"). The purpose of the Plan is to enable
Indemnity to attract, retain and motivate independent property-casualty
insurance agencies of Indemnity and of certain other Subsidiaries of the
Company (the "Agencies"), to compensate them for their contributions to the
growth and profits of the Company and to encourage ownership of the Common
Stock on the part of such Agencies.

A summary of the features of the full text of the Plan is set forth
below and is qualified in its entirety by reference to the Plan, a copy of
which is included as Annex A. Capitalized terms used herein but not defined
will have the meanings ascribed thereto in the Plan. All determinations
regarding awards under the Plan shall be governed by the terms of the Plan
and, where applicable, the terms of the Restricted Stock Award Agreement with
each Participant.

The Plan is not subject to the Employee Retirement Income Securi-
ty Act of 1974, as amended, and is not qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended (the "Code").

Description of the Plan

The Restricted Stock will be issued by the Company, under the
terms of the Plan, directly to those Agencies designated by the Committee
(the "Eligible Agencies") that elect to receive a portion of their Profit
Sharing, which would otherwise have been paid in cash, in the form of
Restricted Stock under the Plan. In certain jurisdictions, a registered
broker-dealer will act as agent on behalf of the Company in order to comply
with the securities laws of such jurisdictions. Smith Barney Inc., an
affiliate of the Company and a registered broker-dealer, may act in such
capacity.

<PAGE>

The Company has reserved 350,000 shares of Common Stock for
issuance under the Plan, which may consist of shares that are authorized
but unissued, or previously issued and reacquired by the Company, or both.
The total number of shares of Common Stock reserved will be adjusted upward
or downward by the Committee in the event of any stock dividend,
recapitalization, stock split or other capital adjustment or transaction
materially affecting the Common Stock. Under the current terms of the
Plan, if Restricted Stock issued under the Plan is forfeited, canceled,
terminated or expires prior to the end of the Restricted Period, such
shares of Common Stock will be available for future issuances.

Agencies will be designated to participate in the Plan at the
discretion of the Committee. Upon such designation by the Committee,
participation in the Plan will be elective. As of September 1, 1995, the
Company and its subsidiaries had approximately 2,750 active property-
casualty insurance agencies of which approximately 600 are expected to be
eligible to participate in the Plan.

Administration

The Committee consists of at least three persons designated by
the Board of Directors of the Company. Members of the Committee are
selected by, and serve at the discretion of, the Board. Members of the
Committee serve indefinitely and may be removed at any time by the Board.

The Committee has exclusive discretion to, among other things,
(a) designate Eligible Agencies, (b) determine the maximum percentage of
Profit Sharing that may be the subject of an award under the Plan and all
other terms of participation, (c) modify (within certain limits) the terms
of participation, and (d) make all other determinations (including with
respect to forfeiture of Restricted Stock) that it deems necessary or
desirable in the interpretation and administration of the Plan. The
Committee has the authority to administer, construe and interpret the Plan,
and its decisions are final, binding and conclusive.

Participants will receive a report regarding their awards at
least once a year. Participants may request additional Plan information
and information regarding its administrators by writing to Travelers Group
Inc., Attention: Corporate Compensation Department, 388 Greenwich Street,
7th Floor, New York, New York 10013; telephone number (212) 816-8000.

Restricted Stock

An Agency must earn a minimum Profit Sharing of $15,000 (which
minimum may be adjusted from time to time by the Committee in its sole
discretion) in either Commercial Lines or Personal Lines for the calendar
year for which such Profit Sharing award is earned (the "Base Year")
in order to be entitled to elect to receive a portion of that Profit
Sharing in the form of Restricted Stock. Personal Lines and Commercial
Lines Profit Sharing are not aggregated for this purpose. An Agency may
be required to make such election prior to such Agency knowing whether it
will be eligible to receive an award and prior to knowing the amount of the
Profit Sharing on which eligibility to participate in the Plan and the amount
on which the award will be based. A percentage of each Eligible Agency's Profit
Sharing (currently set at a maximum of 50% of such Eligible Agency's Profit
Sharing, but subject to adjustment by the Committee) will be available to be
paid in the form of Restricted Stock. No election made under the Plan will be
effective unless it is made in accordance with the administrative
procedures established by the Committee from time to time, including timely
receipt by the Company of annual election forms.

<PAGE>

The price of the Restricted Stock for purposes of determining the
number of shares of Common Stock to be issued will be discounted at 25% from
fair market value, or at the discretion of the Committee, such other percentage
as may be necessary to reflect adequately the impact of the restricted nature
and potential forfeiture of the Restricted Stock. For purposes of the Plan,
"fair market value" of the Common Stock shall be the average of the closing
prices on the Composite Tape of the New York Stock Exchange for the five
consecutive trading days prior to the date of an award. The Company may, if
it wishes, instead of issuing stock certificates evidencing Restricted Stock,
make book entries in its records to evidence an award. In such case,
certificates would then be issued at the time the restrictions lapse.

Participants will not be able to sell, pledge, transfer, assign or
otherwise dispose of the Restricted Stock for a period of three years (or such
other period as may be determined to be applicable in the sole discretion of
the Committee) (the "Restricted Period") but shall be free to do so after
the expiration of the Restricted Period. The Committee may extend the
Restricted Period with respect to any award with the Participants' written
consent. Prior to the expiration of the Restricted Period, the Participant
will be entitled to receive regular dividends or dividend equivalents with
respect to the Restricted Stock. The Committee will determine the effect of
any extraordinary dividends on the Restricted Stock. A Participant shall have
the right to direct the vote of Restricted Stock (unless the Committee deter-
mines otherwise at or prior to the time of the grant of any award) in
accordance with procedures established by the Committee. Upon expiration
of the Restricted Period, a Participant will obtain full dispositive
power over its Restricted Stock, including (at the Company's option) sale
of such Restricted Stock to the Company. Restricted Stock so repurchased
by the Company will be available for future issuances under the Plan.

Restricted Stock will be awarded, and will be subject to for-
feiture, based upon separate determinations of performance in each of the
Commercial Lines and Personal Lines. In the event that in any of the three
years immediately following the Base Year a Participant's annual written
casualty-property premium (as defined in the Agency Benefit Agreements) between
a Participant and Indemnity (the "Annual Premium") with Indemnity and any
other insurance Subsidiaries of the Company is reduced by (a) 60% or more in
Commercial Lines or (b) 50% or more in Personal Lines compared to such
Participant's Annual Premium with Indemnity and any such company in the Base
Year, such Participant will forfeit all Restricted Stock awarded with respect
to such Base Year related to the Line in which the Annual Premium was reduced.
Upon such forfeiture, the Participant will have no further rights in the
Restricted Stock or the Profit Sharing in lieu of which the Restricted
Stock was awarded. The determination of whether there is a reduction in
Annual Premiums in any given year compared to the applicable Base Year
resulting in forfeiture will be based on Annual Premiums in either Commercial
Lines or Personal Lines, depending upon whether the Restricted Stock was
awarded in lieu of a portion of Commercial Lines Profit Sharing or Personal
Lines Profit Sharing, and will be made by the Committee, in its sole
discretion. In the event any reduction in Annual Premiums resulting
in forfeiture is the result of (1) Indemnity or any other insurance
Subsidiary of the Company withdrawing from a Commercial Lines or
Personal Lines market that is material for a Participant or (2) Indem-
nity terminating the Participant's appointment as an Agency other than for
Cause, the Restricted Stock will be forfeited; however, in either case, the
Participant will receive a cash payment equal to the Profit Sharing, without
interest, in lieu of which the Restricted Stock was awarded under the Plan.
For these purposes, material shall be deemed to be 10% of a Participant's
Annual Premium writings with Indemnity or any other insurance Subsidiary of
the Company with respect to such Line in which the Annual Premium was reduced
(Commercial or Personal); provided, however, that the Committee shall have
sole discretion to deem any other circumstance or event to be a material
withdrawal.

Certain Federal Income Tax Consequences

The following is a brief summary of the principal federal income
tax consequences of transactions under the Plan, based on current federal
income tax laws. This summary is not intended to be exhaustive, does
not constitute tax advice, and does not, among other things, describe state,
local or foreign tax consequences. Participants in the Plan are strongly urged
to consult their own tax advisors regarding the federal, state, local or other
tax consequences of awards and vesting of Restricted Stock and other
transactions under the Plan.

<PAGE>

Generally, a Participant must include in ordinary income an
amount equal to the fair market value of the Restricted Stock at the time
such Restricted Stock is no longer "restricted." Notwithstanding the
foregoing, a Participant may elect pursuant to Section 83(b) of the Code to
include as income in the year the Restricted Stock is awarded by the
Company to such Participant an amount equal to the fair market value of the
Restricted Stock on the date of such award (as if the Restricted Stock were
unrestricted and could be sold or transferred immediately). If the
Restricted Stock subject to the Section 83(b) election is subsequently
forfeited, no deduction or tax refund is allowed for the amount included as
income as a result of the Section 83(b) election. Such an election must be
made within 30 days of the date of such award.

A Participant's tax basis in Restricted Stock will be equal to
the amount of ordinary income recognized by such Participant with respect
to such shares of Restricted Stock. Upon the sale of Restricted Stock
after all restrictions lapse, a Participant will generally recognize gain
or loss which will be capital gain or loss if the Restricted Stock has been
held as a capital asset; such capital gain or loss will be treated as long-
term if held for more than one year. The holding period for capital gains
treatment will begin when all restrictions lapse, unless the Participant
has made a Section 83(b) election in which event the holding period will
commence on the date of award of the Restricted Stock by the Company to
such Participant. The Company generally will be entitled to a deduction in
the amount of a Participant's ordinary income at the time such income is
recognized as described above.

Amendments to or Discontinuance of the Plan

The Board, without the approval of the Company's stockholders or
of Participants, may at any time terminate, amend or modify the Plan,
provided that no such action may without a Participant's consent adversely
affect Restricted Stock previously issued. The Plan will remain effective
until terminated by the Board in accordance with the terms of the Plan.

<PAGE>

LEGAL MATTERS

The validity of the Restricted Stock is being passed upon for the
Company by Charles O. Prince, III, Esq., General Counsel of the Company,
Travelers Group Inc., 388 Greenwich Street, New York, New York 10013. Mr.
Prince, Senior Vice President, General Counsel and Secretary of the
Company, beneficially owns, or has rights to acquire under the Company's
employee benefit plans, an aggregate of less than 1% of the Company's
Common Stock.

EXPERTS

The consolidated financial statements and schedules of the
Company as of December 31, 1994 and 1993, and for each of the years in the
three-year period ended December 31, 1994, included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994, have been
incorporated by reference herein, in reliance upon the reports (also
incorporated by reference herein) of KPMG Peat Marwick LLP, independent
certified public accountants, and upon the authority of said firm as
experts in accounting and auditing. The reports of KPMG Peat Marwick LLP
covering the December 31, 1994 consolidated financial statements and
schedules refer to changes in the Company's method of accounting for
certain investments in debt and equity securities in 1994, methods of
accounting for postretirement benefits other than pensions and accounting
for postemployment benefits in 1993, and method of accounting for income
taxes in 1992. The preacquisition consolidated financial statements of The
Travelers Corporation as of December 31, 1993 and 1992, and for each of the
years in the three-year period ended December 31, 1993, included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1994,
have been incorporated by reference herein, in reliance upon the report
which includes an explanatory paragraph referring to changes in the method
of accounting and reporting for reinsurance in 1993 and the method of
accounting for postretirement benefits other than pensions, accounting for
income taxes and accounting for foreclosed assets in 1992 (also incor-
porated by reference herein) of Coopers & Lybrand L.L.P., independent
accountants, and upon the authority of said firm as experts in accounting
and auditing.

<PAGE>

ANNEX A

THE TRAVELERS INDEMNITY COMPANY
AGENCY CAPITAL ACCUMULATION PLAN

as of ____________ __, 1995

SECTION 1. Purpose of the Plan.

The name of this plan is THE TRAVELERS INDEMNITY COMPANY AGENCY
CAPITAL ACCUMULATION PLAN (the "Plan"). The purpose of the Plan is to
enable THE TRAVELERS INDEMNITY COMPANY ("Indemnity"), an indirect wholly
owned subsidiary of Travelers Group Inc. (the "Company"), and certain insurance
Subsidiaries (as hereinafter defined) to attract, retain and motivate Agen-
cies (as hereinafter defined), to compensate them for their contributions
to the growth and profits of the Company and to encourage ownership of
common stock, par value $.01 per share (the "Common Stock"), in the
Company on the part of such Agencies.

SECTION 2. Definitions

For purposes of the Plan, the following terms shall be defined as
set forth below:

(a) "Agency" means an independent property-casualty insurance
agency appointed by Indemnity or any other insurance Subsidiary of the
Company.

(b) "Annual Premium" with respect to any given year means an
annual written property-casualty premium in the Business Included (as
defined in the Agency Benefit Agreements) between a Participant and
Indemnity.

(d) "Board" means the Board of Directors of the Company.

(e) "Cause" means, for purposes of the Plan, the willful engaging by
a Participant in conduct which is demonstrably and materially injurious to
the Company or a Subsidiary, monetarily or otherwise, as determined in the
sole discretion of the Committee.

(f) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

(g) "Committee" means the Nominations and Compensation Committee
of the Board or such other committee as may be appointed by the
Board from time to time.

(h) "Common Stock" means the common stock of the Company, par
value $.01 per share.

(i) "Company" means Travelers Group Inc., a Delaware corporation.

(j) "Eligible Agency" means an Agency selected by the Committee
pursuant to Section 3.

A-1

<PAGE>

(k) "Indemnity" means The Travelers Indemnity Company, a Connec-
ticut corporation and an indirect wholly owned subsidiary of the
Company.

(l) "Participant" means an Eligible Agency that elects to
participate in the Plan.

(m) "Profit Sharing" shall have the meaning set forth in the
Agency Benefit Agreement between a Participant and Indemnity
as in effect for the Base Year.

(n) "Restricted Period" means the three-year period (or such
other period determined by the Committee) together with any extension
thereof approved pursuant to the Plan, commencing on the date of the
award.

(o) "Restricted Stock" means an award of shares of Common Stock
that is subject to the restrictions and potential forfeiture set forth
in Section 5.

(p) "Restricted Stock Award Agreement" means an agreement
between the Participant and the Company evidencing the award.

(q) "Subsidiary" means any corporation 50% or more of the total
combined voting power of all classes of stock of which is owned,
directly or indirectly, by the Company.

SECTION 3. Eligibility and Participation.

The Eligible Agencies under the Plan shall be selected from time
to time by the Committee, in its sole discretion, from among the Agencies.

SECTION 4. Amount and Form of Awards.

(a) Minimum Profit Sharing that must be earned before a
Restricted Stock election can be made and the minimum and maximum awards
that can be elected under the Plan, shall be determined by the Committee in its
sole discretion. Agencies that earn the minimum Profit Sharing
described below may elect to receive up to the maximum award of
Restricted Stock as described below (which may be designated as a per-
centage of Profit Sharing) in lieu of a percentage of Profit Sharing in
accordance with a timely election by such Agency. For Eligible
Agencies electing to participate, unless otherwise established by the
Committee, with respect to Profit Sharing for either Commercial Lines or
Personal Lines, separately and not in the aggregate: (i) the minimum
Profit Sharing from which a Restricted Stock award may be elected will be
$15,000 in respect of either Commercial or Personal Lines, (ii) the minimum
Profit Sharing that can be received as Restricted Stock will be equal to
$2,500, and (iii) the maximum award will be 50% of Profit Sharing. An
election to receive Restricted Stock in lieu of Profit Sharing shall be of
no force or effect unless made in accordance with the administrative
procedures established by the Committee from time to time, including,
without limitation, timely receipt by the Company of an annual election
form. Awards of Restricted Stock will be made in lieu of cash payment of
the designated percentage of the Participant's Profit Sharing and will be
granted at such time as the Committee may in its sole discretion determine,

A-2

<PAGE>

and the Committee may also in its sole discretion provide for alternative
methods for grants of awards. A Participant will receive such award in
Restricted Stock.

(b) The maximum number of shares of Common Stock that may be
issued under the Plan as Restricted Stock shall be not more than 350,000
shares of Common Stock, subject to adjustment as provided in Section 7, and
such shares of Common Stock may be authorized but unissued shares, or
previously issued shares reacquired by the Company, or both. In the event
Restricted Stock is forfeited prior to the end of the Restricted Period,
the shares of Common Stock subject to such award of Restricted Stock will
become available for future awards.

SECTION 5. Restricted Stock.

(a) The number of shares of Restricted Stock awarded to a
Participant under the Plan will be determined by a formula or formulas
approved by the Committee. In order to reflect the impact of the restric-
tions on the value of the Restricted Stock, as well as the possibility of
forfeiture of Restricted Stock, the fair market value of the Common Stock
shall be discounted by a factor of 25% in determining the number of shares
of Restricted Stock to be awarded. The Committee may, where it deems
appropriate, and in its sole discretion, provide for an alternative
discount factor. For purposes of this Plan, the fair market value of the
Common Stock for an award will be the average of the closing prices of the
Common Stock on the Composite Tape of the New York Stock Exchange for the five
consecutive trading days prior to the date of the award. The dollar value
of an award will be divided by the discounted market value (as described
above) to determine the number of shares of Restricted Stock in an award.
The value of fractional shares will be paid currently in cash.

(b) A Participant shall not have any rights with respect to an
award, unless or until such Participant has executed a Restricted Stock
Award Agreement and has delivered a fully executed copy thereof to the
Company, within a period of 60 days after the date of the award (or such
shorter period after the date of award as the Committee may specify). Each
Participant who is awarded Restricted Stock may, but need not, be issued a
stock certificate in respect of such Restricted Stock. A "book entry"
(i.e., a computerized or manual entry) shall be made in the records of the
Company to evidence an award of Restricted Stock to a Participant where no
certificate is issued in the name of the Participant. Such Company records
shall, absent manifest error, be binding on the Participants. Each
certificate, if any, registered in the name of a Participant shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such award, substantially in the following form:

"The transferability of the certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) of The Travelers Indemnity Company Agency
Capital Accumulation Plan and a Restricted Stock Award Agreement
entered into between the registered owner and Travelers Group
Inc. Copies of such Plan and Agreement are on file in the
offices of Travelers Group Inc."

The Committee shall require that any stock certificate issued in
the name of a Participant evidencing Restricted Stock be held in the
custody of the Company until the restrictions thereon shall have lapsed,
and that, as a condition of such issuance of a certificate for Restricted
Stock, the Participant shall have delivered a stock power, endorsed in
blank, relating to the Restricted Stock covered by such certificate.

(c) The Restricted Stock awarded pursuant to this Section 5
shall be subject to the following restrictions and conditions:

A-3

<PAGE>

(i) Subject to the provisions of the Plan and the Restrict-
ed Stock Award Agreements, during the Restricted Period, the
Participant shall not be permitted to sell, transfer, pledge or
assign Restricted Stock awarded under the Plan. The Committee
may, in its sole discretion, (x) initially provide for an alter-
native Restricted Period for a previously granted award (provided
that the Committee may not extend the Restricted Period for a
previously granted award without the Participant's written
consent), (y) during any extension of such Restricted Period,
provide for alternative restrictions and (z) provide for the
lapse of any such restrictions in installments and accelerate or
waive any such restrictions in whole or in part based on such
factors and such circumstances as the Committee may determine in
its sole discretion.

(ii) Unless the Committee in its sole discretion shall
determine otherwise at or prior to the time of the grant of any
award, the Participant shall have the right to direct the vote of
its Restricted Stock in accordance with paragraph (e) of this
Section 5. The Participant shall have the right to receive any
regular dividends or dividend equivalents on such Restricted
Stock. The Committee shall in its sole discretion determine the
Participant's rights with respect to extraordinary dividends on
the Restricted Stock.

(iii) Certificates for Restricted Stock shall be delivered
to the Participant promptly after, and only after, the Restricted
Period has expired (or such earlier time as the restrictions may
lapse in accordance with paragraph (c)(i) of this Section 5)
without forfeiture in respect of such Restricted Stock.

(d) Subject to the provisions of paragraph (c)(i) of this
Section 5, the following provisions shall apply to a Participant's
Restricted Stock prior to the end of the Restricted Period (including
extensions):

Restricted Stock will be awarded, and will be
subject to forfeiture, based upon separate determina-
tions of performance in each of the Commercial Lines
and Personal Lines. In the event that in any of the
three years immediately following the Base Year such
Participant's Annual Premium with Indemnity and any
other insurance Subsidiaries of the Company is reduced
by (a) 60% or more in Commercial Lines or (b) 50% or
more in Personal Lines compared to such Participant's
Annual Premium with Indemnity and any such company in
the Base Year, such Participant will forfeit all
Restricted Stock awarded with respect to such Base
Year related to the Line in which the Annual Premium was
reduced. Upon such forfeiture, the Participant will have
no further rights in the Restricted Stock or the Profit
Sharing in lieu of which the Restricted Stock was
awarded. The determination of whether there is a
reduction in Annual Premiums in any given year compared
to the applicable Base Year resulting in forfeiture
will be based on Annual Premiums in either Commercial
Lines or Personal Lines, depending upon whether the
Restricted Stock was awarded in lieu of a portion of
Commercial Lines Profit Sharing or Personal
Lines Profit Sharing, and will be made by the
Committee, in its sole discretion. In the event any
reduction in Annual Premiums resulting in forfeiture is
the result of (1) Indemnity or any other insurance
Subsidiary of the Company withdrawing from a Commercial
Lines or Personal Lines market that is material for a Participant

A-4

<PAGE>

or (2) Indemnity terminating the Participant's appointment other
than for Cause, the Restricted Stock will be forfeited; however,
in either case, the Participant will receive a cash payment equal
to the Profit Sharing, without interest, in lieu of which the
Restricted Stock was awarded under the Plan. For these purposes,
material shall be deemed to be 10% of that Participant's Annual
Premium writings with Indemnity or any such company with respect to
such Line in which the Annual Premium was reduced (Commercial or
Personal); provided, however, that the Committee shall have sole
discretion to deem any other circumstance or event to be a material
withdrawal.

(e) Unless the Committee, in its sole discretion, shall deter-
mine otherwise at or prior to the time of the grant of any award, during
the Restricted Period the Restricted Stock shall be voted by the Company's
senior administrative officer in charge of administering the Plan, or such
other person as the Committee may designate (the "Plan Administrator"), and
the Plan Administrator shall vote such shares in accordance with instruc-
tions received from the Participants. Restricted Stock as to which no
instructions are received shall be voted by the Plan Administrator propor-
tionately in accordance with instructions received from the Participants in
the Plan.

SECTION 6. Administration.

The Plan shall be administered by the Committee which shall be
appointed by the Board and which shall serve at the discretion of the
Board.

The Committee shall have the power and authority to grant awards
of Restricted Stock to Participants, pursuant to the terms of the Plan.

In particular, the Committee shall have the authority, among
other things:

(i) to select those Agencies that are Eligible Agencies;

(ii) to determine whether and to what extent Restricted
Stock is to be awarded to Participants hereunder;

(iii) to determine the number of shares of Restricted Stock
to be covered by each award granted hereunder and the
formula for such determination;

(iv) to determine the terms and conditions, not inconsis-
tent with the terms of the Plan, of any award granted hereunder;

(v) to determine the terms and conditions, not inconsis-
tent with the terms of the Plan, which shall govern the
Restricted Stock Award Agreement evidencing the Restricted Stock;

(vi) to accelerate the vesting of awards;

(vii) to determine events of forfeiture and any other
determination which the Committee has authority to make pursuant
to Section 5; and

(viii) to provide for an alternative Restricted Period;
provided that the Committee may not extend the Restricted Period
for a previously granted award without the Participant's written
consent.

A-5

<PAGE>

The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the Plan as
it shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any award issued under the Plan; and to other-
wise supervise the administration of the Plan. All decisions made by the
Committee pursuant to the provisions of the Plan shall be final and binding
on all persons, including the Company, Indemnity and the Participants.

SECTION 7. Adjustments upon a Change in Common Stock.

In the event of any change in the outstanding Common Stock by
reason of any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination or exchange of shares or other
similar event if such change equitably requires an adjustment in the number
or kind of shares that may be issued under the Plan pursuant to Section
4(b), such adjustment shall be made by the Committee and shall be
conclusive and binding for all purposes of the Plan.

SECTION 8. Amendment and Termination

The Plan may be amended or terminated at any time and from time
to time by the Board. Neither an amendment to the Plan nor the termination
of the Plan shall without such Participant's written consent adversely affect
any right of any Participant with respect to any Restricted Stock theretofore
granted.

SECTION 9. General Provisions.

(a) Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stock-
holder approval if such approval is required; and such arrangements may
either be generally applicable or applicable only in specific cases. The
adoption of the Plan shall not confer upon any Agency any right to continue
to represent the Company or a Subsidiary in the sale of insurance or
otherwise, as the case may be, nor shall it interfere in any way with the
right of the Company or a Subsidiary to terminate the agency relationship
with any of its Agencies at any time. Nothing contained herein is intended
or shall be construed to modify or supersede the terms of any existing
contracts between an Agency and Indemnity, including but not limited to any
agency agreement, any profit sharing agreement or any agency benefits
agreement.

(b) No member of the Board or the Committee, nor any officer or
employee of the Company or Indemnity acting on behalf of the Board or the
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to the Plan, and
all members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation.

(c) A Participant's rights and interest under the Plan may not
be assigned or transferred in whole or in part either directly or by
operation of law and otherwise including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy or in any
other manner and no such right or interest of any Participant in the Plan
shall be subject to any obligation or liability of such Participant.

A-6

<PAGE>

SECTION 10. Election Date of Plan.

The Plan shall be effective on _________________ __, 1995. The
Plan shall remain effective until terminated by the Board in accordance
with Section 8.

A-7

<PAGE>

The Travelers Indemnity Company
- -------------------------------
Agency Capital Accumulation Plan Registration and Election Form
- -------------------------------- ------------------------------

Agency Name:
Agency Address:
Agency Producer Code:

COMMERCIAL LINES

Please deduct the lesser of ____% (up to 50%) or $____ (not less than
$2,500) from my [base year] _____ profit-sharing payment and apply that amount
to the purchase of shares of common stock of Travelers Group Inc. in accordance
with the terms of The Travelers Indemnity Company Agency Capital Accumula-
tion Plan.

Agency must earn a minimum $15,000 Commercial Lines profit-sharing payment
to participate.

Minimum amount to be applied to common stock purchases is $2,500.

PERSONAL LINES

Please deduct the lesser of ___% (up to 50%) or $___ (not less than $2,500)
from my [base year] _____ profit-sharing payment and apply that amount to the
purchase of shares of common stock of Travelers Group Inc. in accordance with
The Travelers Indemnity Company Agency Capital Accumulation Plan.

Agency must earn a minimum $15,000 Personal Lines profit-sharing payment to
participate.

Minimum amount to be applied to common stock purchases is $2,500.

It is understood, agreed and acknowledged that Agency's participation and
election herein is in all respects subject to and governed by the terms of
The Travelers Indemnity Company Agency Capital Accumulation Plan and a
Prospectus that has been delivered to Agency. Agency acknowledges that
elections under the Plan are made before Agency will know whether it will
be eligible to participate. All awards will be subject to execution of a
Restricted Stock Award Agreement.

______________________ _______________________
Signature Date

______________________ _______________________
Name Title

RETURN FORM TO:
Agency Marketing (2CR)
Travelers Insurance
One Tower Square
Hartford, CT 06183

Completed form must be received prior to _______________________.
Please keep a copy of this form for your files.

A-8

<PAGE>

=================================================== ======================
No dealer, salesperson or other person is
authorized in connection with any offering made
hereby to give any information or to make any TRAVELERS GROUP INC.
other representation not contained in this
Prospectus, and, if given or made, such informa-
tion or representations must not be relied upon as
having been authorized by the Company. This
Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any security
other than the securities offered hereby, nor does
it constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered
hereby to any person in any jurisdiction in which
it is unlawful to make such an offer or
solicitation to such person. Neither the delivery
of this Prospectus nor any sale made hereunder
shall under any circumstance create any implica-
tion that the information contained or incorporat-
ed by reference herein is correct as of any date
subsequent to the date hereof.

_______________

TABLE OF CONTENTS
-----------------

Page
----

Available Information . . . . . . . . . . . . 2 ________________
Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . 2 PROSPECTUS
Use of Proceeds . . . . . . . . . . . . . . . 3 ________________
The Travelers Indemnity Company Agency Capital
Accumulation Plan . . . . . . . . . . . . 3
Legal Matters . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . 7
Annex A . . . . . . . . . . . . . . . . . . A-1
THE TRAVELERS INDEMNITY
COMPANY AGENCY CAPITAL
ACCUMULATION PLAN

=================================================== ======================

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth estimated expenses to be incurred
in connection with the distribution of the securities being registered
hereby, all of which shall be borne by the Company:

Commission Registration Fees . . . . . . $ 6,049.57

Printing and Engraving Expenses . . . . . 3,000

Legal Fees and Expenses . . . . . . . . . 70,000

Accounting Fees and Expenses . . . . . . 5,000

Blue Sky Fees and Expenses . . . . . . . 13,000

Miscellaneous . . . . . . . . . . . . . . 2,950.43
-----------

Total . . . . . . . . . . . . . . . . . . $ 100,000
-------

Except for the Commission registration fee, all of the foregoing
are estimates.

Item 15. Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the DGCL empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, or suit by or in the right of
the corporation to procure a judgement in its favor by reason of the fact
that such person acted in any of the capacities set forth above, against
(expenses including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indem-
nification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnify for
such expenses which the Court of Chancery or such other court shall deem
proper.

II-1

<PAGE>

Section 145 further provides that to the extent a director or
officer of a corporation has been successful on the merits or otherwise in
the defense of any action, suit or proceeding referred to in subsections
(a) and (b) of Section 145, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall be deemed exclusive of
any other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person's heirs, executors and administrators; and empowers
the corporation to purchase and maintain insurance on behalf of a director
or officer of the corporation against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145. Section 3 of Article V of the
Company's By-Laws provides that the Company shall indemnify its directors
and officers to the fullest extent permitted by the DGCL.

The Company also provides liability insurance for its directors
and officers which provides for coverage against loss from claims made
against directors and officers in their capacity as such, including
liabilities under the Securities Act of 1933, as amended. In certain
employment agreements, the company or its subsidiaries have also agreed to
indemnify certain officers against loss from claims made against such
officers in connection with the performance of their duties under their
employment agreements. Such indemnification is generally to the same
extent as provided in the Company's By-laws.

Section 102(b) (7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit. Article ELEVENTH of the Company's
Certificate of Incorporation limits the liability of directors to the
fullest extent permitted by Section 102(b)(7).

Item 16. Exhibits.

Exhibit
Number Description
- ------ -----------

5.1 Opinion of Charles O. Prince, III, Esq. with respect to the
legality of the securities being registered

23.1 Consent of Charles O. Prince, III, Esq. (included in his
opinion filed as Exhibit 5.1)

23.2 Consent of KPMG Peat Marwick LLP

23.3 Consent of Coopers & Lybrand L.L.P.

24.1 Power of Attorney of certain directors of the Company

99.1 The Travelers Indemnity Company Agency Capital Accumulation
Plan

II-2

<PAGE>

Item 17. Undertakings.

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

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

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

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, as
amended, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where ap-
plicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incor-
porated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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, unenfor-
ceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being

II-3

<PAGE>

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 of 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.

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, Travelers Group Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State
of New York, on the 25th day of September, 1995.

TRAVELERS GROUP INC.

By /s/ James Dimon
--------------------------------------
James Dimon
President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following
persons in the capacities indicated on this 25th day of September, 1995.

/s/ Sanford I. Weill Chairman of the Board, Chief Executive
- ------------------------------ Officer and Director (Principal Executive
Sanford I. Weill Officer)

President, Chief Operating Officer, Chief
/s/ James Dimon Financial Officer and Director (Principal
- ------------------------------ Financial Officer)
James Dimon

/s/ Irwin R. Ettinger Senior Vice President and Chief Accounting
- ------------------------------ Officer (Principal Accounting Officer)
Irwin R. Ettinger

*
- ------------------------------ Director
C. Michael Armstrong

*
- ------------------------------ Director
Kenneth J. Bialkin

*
- ------------------------------ Director
Edward H. Budd

<PAGE>

*
- ------------------------------ Director
Joseph A. Califano, Jr.

*
- ------------------------------ Director
Douglas D. Danforth

*
- ------------------------------ Director
Robert F. Daniell

*
- ------------------------------ Director
Leslie B. Disharoon

*
- ------------------------------ Director
Gerald R. Ford

- ------------------------------ Director
Robert F. Greenhill

- ------------------------------ Director
Ann D. Jordan

*
- ------------------------------ Director
Robert I. Lipp

*
- ------------------------------ Director
Dudley C. Mecum

*
- ------------------------------ Director
Andrall E. Pearson

- ------------------------------ Director
Frank J. Tasco

*
- ------------------------------ Director
Linda J. Wachner

II-6

<PAGE>

*
- ------------------------------ Director
Joseph R. Wright, Jr.

*
- ------------------------------ Director
Arthur Zankel

* By: /s/ James Dimon
------------------------
James Dimon
President

<PAGE>

EXHIBIT INDEX
-------------

Exhibit
Number Description Page
- ------ ----------- ----

5.1 Opinion of Charles O. Prince, III, Esq. with respect
to the legality of the securities being registered

23.1 Consent of Charles O. Prince, III, Esq. (included in
his opinion filed as Exhibit 5.1)

23.2 Consent of KPMG Peat Marwick LLP

23.3 Consent of Coopers & Lybrand L.L.P.

24.1 Power of Attorney of certain directors of the Company

99.1 The Travelers Indemnity Company Agency Capital
Accumulation Plan

EXHIBIT 5.1

September 25, 1995

Travelers Group Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Corporate
Secretary of Travelers Group Inc., a Delaware corporation (the "Company").
I have acted as counsel to the Company in connection with the preparation
and filing of a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended, for the
registration of 350,000 shares of common stock, $.01 par value (the
"Shares"), of the Company relating to The Travelers Indemnity Company
Agency Capital Accumulation Plan (the "Plan").

In connection with the foregoing, I, or attorneys under my
supervision, have examined the minute books and stock records of the
Company, the Certificate of Incorporation and By-Laws of the Company, the
Registration Statement, the Plan and resolutions duly adopted by the Board
of Directors of the Company relating to the Plan. In addition, I, or
attorneys under my supervision, have reviewed such other documents and
instruments and have conferred with various officers and directors of the
Company and have ascertained or verified to my satisfaction such additional
facts as I have deemed necessary or appropriate for the purposes of this
opinion. In my examination I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified, photostatic or
facsimile copies and authenticity of the originals of such latter
documents.

Based upon the foregoing I am of the opinion that the Shares to
be issued under the Plan have been duly authorized and, when issued and
delivered in accordance with the terms of the Plan, will be legally issued,
fully paid and nonassessable.

My opinion is limited to matters governed by the Federal laws of
the United States of America, the laws of the state of New York and the
General Corporation Law of the state of Delaware. I am not admitted to the
practice of law in the states of New York and Delaware; however, members of
my legal staff who have assisted me in this transaction are admitted to
practice in such states.

I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, I do not thereby admit
that I come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.

This opinion is solely for your benefit in connection with the
Company's offer and sale of the Shares, and is not to be used, circulated,
quoted or otherwise referred to for any other purpose without my express
written permission.

Very truly yours,

/s/ Charles O. Prince, III
Charles O. Prince, III
General Counsel

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Travelers Group Inc.:

We consent to the incorporation by reference in the registration statement
on Form S-3 dated September 25, 1995 of our reports dated January 17, 1995
which appear in the 1994 Annual Report on Form 10-K of Travelers Group Inc.
(formerly "The Travelers Inc.") incorporated herein by reference, and to
the reference to our firm under the heading "Experts" in the registration
statement. Our reports on the December 31, 1994 consolidated financial
statements and schedules refer to the Company's method of accounting for
certain investments in debt and equity securities in 1994, methods of
accounting for postretirement benefits other than pensions and accounting
for postemployment benefits in 1993, and method of accounting for income
taxes in 1992.

New York, New York
September 25, 1995

KPMG Peat Marwick LLP

EXHIBIT 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Travelers Group Inc.:

We consent to the incorporation by reference in the Registration Statement
of Travelers Group Inc. on Form S-3, of our report dated January 24, 1994,
relating to our audit of the preacquisition consolidated balance sheets of
The Travelers Corporation and Subsidiaries (the "Company") as of December
31, 1993 and 1992, and the related consolidated statements of operations
and retained earnings and cash flows for each of the three years in the
period ended December 31, 1993 (the preacquisition financial statements),
which report is included in the Annual Report on Form 10-K of the Company
for the fiscal year ended December 31, 1993, and includes an explanatory
paragraph referring to changes in the method of accounting for
postretirement benefits other than pensions, accounting for income taxes
and accounting for foreclosed assets in 1992. We also consent to the
reference to our Firm under the caption "Experts".

September 22, 1995

COOPERS & LYBRAND L.L.P.

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director
of Travelers Group Inc., a Delaware corporation (the "Company"), does
hereby constitute and appoint Sanford I. Weill, James Dimon and Charles O.
Prince, III, and each of them, the true and lawful attorneys-in-fact and
agents of the undersigned, to do or cause to be done any and all acts and
things and to execute any and all instruments and documents which said
attorneys-in-fact and agents, or any of them, may deem advisable or
necessary to enable the Company to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the
registration under said Act of up to 350,000 shares of the Company's Common
Stock, $.01 per share (the "Common Stock"), to be offered by the Company in
connection with a capital accumulation plan for property and casualty
insurance agencies, including specifically, but without limiting the
generality of the foregoing, power and authority to sign, in the name and
on behalf of the undersigned as a director, a Registration Statement on
Form S-2 or another appropriate form in respect of the registration of such
Common Stock and any and all amendments thereto, including post-effective
amendments, and any instruments, contracts, documents or other writings of
which the originals or copies thereof are to be filed as a part of, or in
connection with, said Registration Statement or amendments, and to file or
cause to be filed the same with the Securities and Exchange Commission, and
to effect any and all applications and other instruments in the name and on
behalf of the undersigned which said attorneys-in-fact and agents, or any
of them, deem advisable in order to qualify or register the Common Stock
under the securities laws of any of the several States; and the undersigned
does hereby ratify all that said attorneys-in-fact or agents, or any of
them, shall do or cause to be done by virtue thereof.