TRAVELERS GROUP INC, S-4, 1996-02-06

TRAVELERS GROUP INC
S-4, 1996-02-06
PERSONAL CREDIT INSTITUTIONS

Previous: TRAVELERS GROUP INC, 8-K/A, 1996-02-06

Next: TRAVELERS GROUP INC, S-4, 1996-02-06

As filed with the Securities and Exchange Commission on February 6, 1996

Registration No. 33-

================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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

-------------
<TABLE><CAPTION>

<S> <C> <C>
Delaware 6719 52-1568099
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer Identification No.)
incorporation or organization) Classification Code Number)

388 Greenwich Street
New York, NY 10013
(212) 816-8000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

----------------
Charles O. Prince, III, Esq.
Travelers Group Inc.
Executive Vice President and General Counsel
388 Greenwich Street
New York, NY 10013
(212) 816-8854
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

Approximate date of commencement of proposed sale of the securities to the
public:

As soon as practicable on or after the effective date of this Registration
Statement.

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

If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box.[ ]

----------------
<CAPTION>
CALCULATION OF REGISTRATION FEE

===============================================================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
Amount maximum maximum
Title of Securities to be offering price aggregate Amount of
being registered registered per unit offering price registration fee(1)
- ---------------------------------------------------------------------------------------------------------------
6 1/4% Notes due December 1, 2005 $100,000,000 100% $100,000,000 $34,482.00

===============================================================================================================
</TABLE>

(1) Calculated pursuant to Rule 457(f)(2) on the basis of the aggregate book
value ($100,000,000) of the Notes to be canceled in the exchange, assuming 100%
acceptance of the exchange offer.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K

S-4 Item Number and Caption Location in Prospectus
- --------------------------- ----------------------

1. Forepart of Registration Facing Page; Outside
Statement and Outside Front Cover Page of
Front Cover Page of Prospectus Prospectus.

2. Inside Front and Outside Back
Cover Pages of Prospectus . . . Inside Front and Outside Back
Cover Pages of Prospectus;
Table of Contents; Available
Information.

3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information . . . . . . . . . . Prospectus Summary, Risk
Factors, Ratio of Earnings to
Fixed Charges, The Company,
Selected Financial
Information.

4. Terms of the Transaction . . . Prospectus Summary; Risk
Factors; The Exchange Offer;
Description of the Exchange
Notes; Certain Federal Income
Tax Considerations.

5. Pro Forma Financial Information Not Applicable.

6. Material Contacts with the Company
Being Acquired . . . . . . . . . Not Applicable.

7. Additional Information Required for
Reoffering by Persons and Parties
Deemed to be Underwriters. . . . Not Applicable.

8. Interests of Named Experts and Counsel Legal Matters.

9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . . . . Not Applicable.

10. Information with Respect to S-3
Registrants . . . . . . . . . . Recent Developments;
Incorporated by Reference.

11. Incorporation of Certain Information
by Reference . . . . . . . . . . Incorporated by Reference.

12. Information with Respect to S-2 or
S-3 Registrants . . . . . . . . Not Applicable.

<PAGE>

S-4 Item Number and Caption Location in Prospectus
- --------------------------- ----------------------

13. Incorporation of Certain
Information by Reference Not Applicable.

14. Information with Respect to
Registrants Other Than S-3 or
S-2 Registrants . . . . . . . Not Applicable

15. Information with Respect to
S-3 Companies . . . . . . . . Not Applicable.

16. Information with respect to
S-2 or S-3 Companies . . . . Not Applicable.

17. Information with Respect to
Companies Other Than S-2 or
S-3 Companies . . . . . . . . Not Applicable.

18. Information if Proxies,
Consents or Authorizations are
to be Solicited . . . . . . . Not Applicable.

19. Information if Proxies,
Consents or Authorizations are
not to be Solicited or in an
Exchange Offer . . . . . . . Not Applicable.

<PAGE>

SUBJECT TO COMPLETION, DATED FEBRUARY 6, 1996

PROSPECTUS
TRAVELERS GROUP INC.

Offer to Exchange its 6 1/4% Notes due December 1, 2005 which have
been registered under the Securities Act for
any and all of its outstanding 6 1/4% Notes due December 1, 2005

Travelers Group Inc., a Delaware corporation (the "Company"), hereby offers,
upon the terms and subject to the conditions set forth in this Prospectus and in
the accompanying Letter of Transmittal (which together constitute the "Exchange
Offer"), to exchange up to $100,000,000 in aggregate principal amount of a new
series of its 6 1/4% Notes due December 1, 2005 (the "Exchange Notes") for
$100,000,000 in aggregate principal amount of its outstanding 6 1/4% Notes due
December 1, 2005 (the "Notes").

The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Notes being tendered for exchange. The Exchange Offer will expire at
5:00 p.m., New York City time, on _________, 1996, unless extended (the
"Expiration Date"). The date of acceptance for exchange of the Notes (the
"Exchange Date") will be the first business day following the Expiration Date.

The terms of the Exchange Notes are substantially identical in all respects
(including principal amount, interest rate and maturity) to the terms of the
Notes for which they may be exchanged pursuant to this offer, except that the
Exchange Notes are freely transferable by holders thereof (except as provided in
the next paragraph below), because they will be registered under the Securities
Act of 1933, as amended (the "Securities Act"), and will be issued free from any
covenant regarding registration under the Securities Act and the related penalty
interest rates. The Exchange Notes will evidence the same debt as the Notes and
will be entitled to the benefits of the same Indenture (as defined herein) as
the Indenture governing the Notes. For a more complete description of the terms
of the Exchange Notes, see "Description of the Exchange Notes." There will be no
cash proceeds to the Company from this offer.

The Notes were originally issued and sold on December 8, 1995 in a transaction
not registered under the Securities Act in reliance upon the exemption provided
in Section 4(2) of the Securities Act. Accordingly, the Notes may not be
reoffered, resold or otherwise pledged, hypothecated or transferred in the
United States unless so registered or unless an applicable exemption from the
registration requirements of the Securities Act is available. The Exchange Notes
are being offered hereunder in order to satisfy the obligations of the Company
under a registration rights agreement relating to the Notes. See "Registration
Rights Agreement." Based on no-action letters issued by the staff of the
Securities and Exchange Commission (the "Commission") to third parties, the
Company believes the Exchange Notes issued pursuant to the Exchange Offer in
exchange for Notes may be offered for resale, resold and otherwise transferred
by holders thereof (other than any holder that is a broker-dealer, as provided
for below, or an "affiliate" of the Company within the meaning of Rule 405 under
the Securities Act) without compliance with the registration and prospectus
delivery provisions of the Securities Act provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes. Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with resales of such Exchange Notes. See "Plan of
Distribution" for additional information regarding prospectus delivery
requirements that may be imposed on such broker-dealers.

<PAGE>

Holders of Notes whose Notes are not tendered and accepted in the Exchange
Offer will continue to hold such Notes and will be entitled to all the rights
and preferences and will be subject to the limitations applicable thereto under
the Indenture governing the Notes and the Exchange Notes. Following timely
consummation of the Exchange Offer, the holders of Notes will continue to be
subject to the existing restrictions upon transfer thereof, the Company will
have no further obligation to such holders to provide for the registration under
the Securities Act of the Notes held by them and the Notes will continue to bear
interest at the rate of 6 1/4% per annum.

The Company will pay all the expenses incurred by it incident to the Exchange
Offer. Tenders of Notes pursuant to the Exchange Offer may be withdrawn at any
time prior to the Expiration Date (as defined herein); otherwise tenders for
exchange are irrevocable. Any Notes not accepted for exchange for any reason
will be returned without expense to the tendering holders thereof as promptly as
practicable after the expiration or termination of the Exchange Offer. See "The
Exchange Offer."

The Exchange Notes will be initially represented by one or more global notes
registered in the name of The Depository Trust Company ("DTC") or its nominee.
Beneficial interests in the Exchange Notes will be shown on, and transfers
thereof will be effected only through, records maintained by DTC and its
participants.

Interest on the Exchange Notes shall accrue from the last June 1 or December 1
(an "Interest Payment Date") on which interest was paid on the Notes so
surrendered or, if no interest has been paid on such Notes, from December 1,
1995. Holders whose Notes are accepted for exchange will be deemed to have
waived the right to receive any payment in respect of interest on the Notes.

The Notes and the Exchange Notes constitute new issues of securities with no
established trading market. Any Notes not tendered and accepted in the Exchange
Offer will remain outstanding. To the extent that Notes are tendered and
accepted in the Exchange Offer, a holder's ability to sell untendered Notes
could be adversely affected. No assurance can be given as to the existence or
liquidity of the trading market for either the Notes or the Exchange Notes.

See "Risk Factors" beginning on page 14 for a description of certain factors
that should be considered by holders of Notes who are considering participating
in the Exchange Offer.

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

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.

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

This Prospectus may also be used after the Expiration Date by broker-dealers
in connection with resales of Exchange Notes that they receive in exchange for
Notes acquired for their own account as a

<PAGE>

result of market-making or other trading activities, to the extent that such
broker-dealers are thereby obligated to deliver a prospectus with respect to
such resales. See "Plan of Distribution."

The date of this Prospectus is______, 1996

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.

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE EXCHANGE OFFER COVERED BY THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION 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, THE EXCHANGE NOTES IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF.

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 OF INSURANCE RULED UPON THE ACCURACY OR THE ADEQUACY OF
THIS PROSPECTUS.

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

This Prospectus incorporates documents by reference that are not presented
herein or delivered herewith. These documents are available upon request from
Corporate Communications and Investor Relations, Travelers Group Inc., 388
Greenwich Street, New York, New York 10013; telephone (212) 816-8000. In order
to ensure timely delivery of the documents, any request should be made by five
business days prior to the Expiration Date.

<PAGE>

TABLE OF CONTENTS
Page
----

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 6

INFORMATION INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . 6

PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
The Exchange Offer . . . . . . . . . . . . . . . . . . . . . . . . . 9
Description of the Exchange Notes . . . . . . . . . . . . . . . . . 10
Summary Financial Information . . . . . . . . . . . . . . . . . . . 13

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Consequences of Failure to Exchange . . . . . . . . . . . . . . . . 14
Exchange Offer Procedures . . . . . . . . . . . . . . . . . . . . . 14

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Pending Aetna Transaction . . . . . . . . . . . . . . . . . . . . . 15
Other Transactions . . . . . . . . . . . . . . . . . . . . . . . 16

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

THE EXCHANGE OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Purpose of the Exchange Offer . . . . . . . . . . . . . . . . . . . 17
Terms of Exchange . . . . . . . . . . . . . . . . . . . . . . . . . 18
Expiration Date; Extensions; Termination; Amendments . . . . . . . . 19
How to Tender . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Exchanging Book-Entry Notes . . . . . . . . . . . . . . . . . . . . 21
Terms and Conditions of the Letter of Transmittal . . . . . . . . . 21
Withdrawal Rights . . . . . . . . . . . . . . . . . . . . . . . . . 22
Acceptance of Notes for Exchange; Delivery of Exchange Notes . . . . 23
Conditions to the Exchange Offer . . . . . . . . . . . . . . . . . . 23
Exchange Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Solicitation of Tenders; Expenses . . . . . . . . . . . . . . . . . 24
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SELECTED CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . 27

RATIO OF EARNINGS TO FIXED CHARGES . . . . . . . . . . . . . . . . . . . 28

<PAGE>

Page
----

DESCRIPTION OF THE EXCHANGE NOTES28
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Book-Entry Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Same-Day Settlement and Payment . . . . . . . . . . . . . . . . . . . . 31
Payments of Principal and Interest . . . . . . . . . . . . . . . . . . 31
Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Summary of Certain Provisions of the Indenture . . . . . . . . . . . . . 32

DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

REGISTRATION RIGHTS AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . 35

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . 37
Exchange of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Backup Withholding and Information Reporting on Exchange Notes . . . . . 38

PLAN OF DISTRIBUTION 38

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

ERISA MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

EXCHANGE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

<PAGE>

AVAILABLE INFORMATION

The Company has filed with the Commission a Registration Statement on Form S-
4 (the "Registration Statement," which term shall include all amendments,
exhibits, annexes and schedules thereto) pursuant to the Securities Act, and the
rules and regulations promulgated thereunder, covering the Exchange Notes being
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information
reference is hereby made to the Registration Statement. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement or
incorporated by reference herein, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Such reports
and other information can be inspected and copied at the public reference
facilities maintained by the Commission at: Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549; Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and Seven World Trade Center, New York, New York
10048. Copies of such material can also be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Company's Common Stock is listed on the New York Stock
Exchange and the Pacific Stock Exchange, and such reports, proxy statements and
other information can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, and The Pacific Stock
Exchange Incorporated, 301 Pine Street, San Francisco, California 94104, and 233
South Beaudry Avenue, Los Angeles, California 90012.

The Company intends, and is required by the terms of the Indenture (as defined
herein), to furnish to the Trustee under the Indenture (i) annual reports
containing the information required to be contained in Form 10-K, (ii) quarterly
reports containing the information required to be contained in Form 10-Q, and
(iii) promptly after the occurrence of an event required to be therein reported,
such other reports containing information required to be contained in Form 8-K.
The Company has also agreed to comply with the requirements of Sec.314(a) of the
Trust Indenture Act of 1939, as amended.

INFORMATION INCORPORATED BY REFERENCE

The Company incorporates by reference the following documents heretofore filed
with the Commission pursuant to the Exchange Act:

1. Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 1994, as amended;

2. Quarterly Reports on Form 10-Q of the Company for the fiscal quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995; and

<PAGE>

3. Current Reports on Form 8-K of the Company, dated May 9, 1995 (filed
May 9, 1995), May 9, 1995 (filed May 11, 1995), May 25, 1995, June 25,
1995, September 14, 1995, October 2, 1995, November 28, 1995, January
16, 1996 and January 19, 1996, as amended.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the later of (i) the termination or completion of the Exchange Offer and (ii)
the expiration of the period during which any broker-dealer who holds Notes
acquired for its own account as a result of market-making or other trading
activities, and who receives Exchange Notes in exchange for such Notes pursuant
to the Exchange Offer, is obligated for that reason to deliver a prospectus
meeting the requirements of the Securities Act with respect to resales by it of
the Exchange Notes so received shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of the filing of such
documents.

Any statement contained in a document incorporated 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 so modified or superseded shall not be deemed to constitute a part of
this Prospectus except as so modified or superseded.

<PAGE>

PROSPECTUS SUMMARY

The following information is qualified in its entirety by reference to the
more detailed information appearing elsewhere in this Prospectus.

The Company

The Company is a financial services holding company engaged, through
its subsidiaries, principally in four business segments: Investment Services,
Consumer Finance Services, Life Insurance Services and Property & Casualty
Insurance Services.

The Company's Investment Services segment consists of investment banking,
asset management, brokerage and other financial services provided through Smith
Barney Holdings Inc. and its subsidiaries. The Company's Consumer Finance
Services segment includes consumer lending (including secured and unsecured
personal loans, real estate-secured loans and consumer goods financing), and
credit card and credit-related insurance services provided through Commercial
Credit Company and its subsidiaries. The Company's Life Insurance Services
segment includes individual life insurance, annuities and pension programs which
are offered primarily through The Travelers Insurance Company and the Primerica
Financial Services group of companies, including Primerica Life Insurance
Company. The Company's Property & Casualty Insurance Services segment provides
insurance products including workers' compensation, liability, automobile,
property and multiple-peril. In addition, this segment provides various forms of
professional liability insurance, including directors' and officers' liability
and medical malpractice insurance, product liability, fidelity bonds, commercial
umbrella and excess insurance, excess property insurance, coverages relating to
the entertainment and transportation industries, and standard commercial
property and casualty products. Property and casualty insurance policies are
issued primarily by The Travelers Indemnity Company and its subsidiary and
affiliated property-casualty insurance companies, including Gulf Insurance
Company.

In addition to its four business segments, the Company's Corporate and
Other segment consists of unallocated expenses and earnings primarily related to
interest, corporate administration, and certain corporate investments. This
segment has also included the Company's 27% equity interest (the "27% Equity
Interest") in The Travelers Corporation ("old Travelers") (1993), lines of
business retained from the sale in 1993 of Voyager Group, Inc. and its
affiliates (1993 and 1992), and the Company's interest in Fingerhut Companies,
Inc. (1992), a direct marketing business.

On November 28, 1995, the Company agreed to acquire the domestic property
and casualty insurance operations of Aetna Life and Casualty Company, subject to
certain conditions, including regulatory approvals. For a description of this
and certain other recent transactions of the Company, see "Recent Developments."

The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013; telephone (212) 816-8000. The Company was
incorporated in Delaware in 1988.

<PAGE>

The Exchange Offer

Securities Offered $100,000,000 aggregate
principal amount of 6 1/4% Notes
due December 1, 2005. The
Exchange Notes will be issued
under the Indenture (as
defined herein) pursuant to
which the Notes were issued.
The terms of the Exchange
Notes and the Notes are
identical in all material
respects, except that (i) the
Exchange Notes are freely
transferable by holders
thereof (except as provided
herein), (ii) the Exchange
Notes are not subject to the
Registration Rights Agreement,
and (iii) the Exchange Notes
do not provide for an increase
in the interest rate upon
failure to register the Notes
("Penalty Interest"). See
"Description of the Exchange
Notes."

The Exchange Offer The Exchange Notes are being
offered in exchange for a like
principal amount of Notes.
The issuance of the Exchange
Notes is intended to satisfy
obligations of the Company to
provide certain registration
rights granted to holders of
Notes in the Registration
Rights Agreement. For
procedures for tendering, see
"The Exchange Offer."

Tenders, Expiration Date, Withdrawal The Exchange Offer will expire
on the Expiration Date as set
forth on the cover page of
this Prospectus. Notes
tendered pursuant to the
Exchange Offer may be
withdrawn at any time prior to
the Expiration Date. Any
Notes not accepted for
exchange for any reason will
be returned without expense to
the tendering holder thereof
as promptly as practicable
after the expiration or
termination of the Exchange
Offer. See "The Exchange
Offer."

Conditions to the Exchange Offer The Exchange Offer is subject
to certain conditions. See
"The Exchange Offer -- Certain
Conditions to the Exchange Offer."
The Exchange Offer is not, however,
conditioned upon any minimum
aggregate principal amount of Notes
being tendered for exchange.

9
<PAGE>

Federal Income Tax Consequences The exchange pursuant to the
Exchange Offer will not result
in any income, gain or loss
to the holders or the Company
for federal income tax
purposes. See "Certain
Federal Income Tax
Considerations."

Use of Proceeds There will be no cash
proceeds to the Company from the
exchange pursuant to the Exchange
Offer.

Exchange Agent The Bank of New York is
serving as Exchange Agent in
connection with the Exchange
Offer.

DESCRIPTION OF THE EXCHANGE NOTES

The terms of the Exchange Notes are substantially identical to the terms of the
Notes.

The Exchange Notes $100,000,000 principal
amount of 6 1/4% Notes due
December 1, 2005.

Maturity Date December 1, 2005

Interest Payable June 1 and December 1,
commencing on the later of
June 1, 1996 or the first such
date occurring after the
closing of the Exchange Offer.
Interest will accrue from the
last Interest Payment Date on
which interest was paid on the
Notes surrendered in the
Exchange Offer or, if no
interest has been paid on such
Notes, from December 1, 1995.

Ranking The Exchange Notes are general
unsecured obligations of the
Company and will be pari passu
in right of payment to all
existing and future unsecured
senior indebtedness or
obligations of the Company.

10
<PAGE>

Redemption The Exchange Notes are not subject
to any sinking fund obligation and
may not be redeemed by the Company
or any holder thereof prior to
maturity.

Certain Covenants The Indenture contains
covenants that, among other
things, limit (i) the creation
of liens on certain assets of
the Company and certain of its
subsidiaries and (ii)
consolidations, mergers and
transfers of all or
substantially all the
Company's assets. These
limitations, however, are
subject to a number of
important qualifications. See
"Description of the Exchange
Notes."

Effect on Holders of Notes As a result of the making of,
and upon timely acceptance for
exchange of all validly
tendered Notes pursuant to,
this Exchange Offer, the
Company will have fulfilled an
obligation contained in the
Registration Rights Agreement
(the "Registration Rights
Agreement") dated December 5,
1995, among the Company and
Smith Barney Inc., Bear,
Stearns & Co. Inc., CS First
Boston Corporation, J.P.
Morgan Securities Inc., Lehman
Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith
Incorporated, Morgan Stanley &
Co. Incorporated and Salomon
Brothers Inc (collectively, the
"Initial Purchasers") and,
assuming that the Exchange Offer
is completed as contemplated
herein, there will be no increase
in the interest rate on the Notes
pursuant to the terms of the
Registration Rights Agreement and
the holders of the Notes will have
no further registration or other
rights under the Registration
Rights Agreement. Holders of the
Notes who do not tender their
Notes in the Exchange Offer will
continue to hold such Notes
and will be entitled to all the
rights and limitations applicable
thereto under the Indenture, except
for any such rights under the
Registration Rights Agreement,
which by their terms terminate or
cease to have further effectiveness
as a result of the making of, and
the making of, and the acceptance
for exchange of all validly
tendered Notes pursuant to, the
Exchange Offer.

<PAGE>

All untendered Notes will continue
to be subject to the restrictions
on transfer provided for in the
Notes. To the extent that the Notes
are tendered and accepted in the
Exchange Offer, the trading market
for untendered Notes could be
adversely affected.

<PAGE>

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following consolidated financial and operating information of the Company
does not purport to be complete and is qualified in its entirety by reference to
the more detailed financial information contained elsewhere herein and
incorporated by reference.

<TABLE><CAPTION>
(in millions, except per share data)
---------------------- --------------------------------------------------------
Nine Months Ended
September 30, Year Ended December 31, (1)
--------------------- --------------------------------------------------------

1995 1994 1994 1993 1992 1991 1990
-------- -------- ------- -------- -------- -------- ------

(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Total revenues (2,3) $ 12,422 $ 11,430 $ 14,943 $ 6,797 $ 5,125 $ 6,608 $ 6,194
Income from continuing
operations (3) $1,138 $885 $1,157 $951 $756 $479 $373
Net income (4) $1,227 $992 $1,326 $916 $728 $479 $373
Net Income per common share:
Income from continuing
operations $3.39 $2.55 $3.34 $3.88 $3.34 $2.14 $1.64
Net Income $3.67 $2.88 $3.86 $3.74 $3.22 $2.14 $1.64

Cash dividends per common share $ 0.600 $ 0.425 $ 0.575 $ 0.490 $ 0.363 $ 0.225 $0.180

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

At September 30, At December 31, (1)
--------------------- -----------------------------------------------------------

1995 1994 1994 1993 1992 1991 1990
--------- ---------- ---- --------- --------- --------- ---------
(Unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Total assets $112,299 $116,380 $115,297 $101,290 $ 24,151 $ 21,561 $ 19,689
Long-term debt $8,791 $6,793 $7,075 $6,991 $3,951 $4,327 $3,456
Stockholders' equity (5) $10,870 $8,683 $8,640 $9,326 $4,229 $3,280 $2,859
Book value per common share $31.70 $24.45 $24.77 $26.06 $17.70 $15.10 $13.20
</TABLE>
- -----------------------------------------
(1) Results of operations prior to 1994 exclude amounts for old Travelers,
except that results for 1993 include the Company's equity in earnings
relating to the 27% Equity Interest purchased in December 1992.
Results of operations include amounts related to the Shearson
Businesses (as defined herein) from July 31, 1993, the date of
acquisition. Data relating to financial position for the years prior
to 1993 exclude amounts for old Travelers and the Shearson Businesses.

(2) Revenues for 1991 and 1990 include those of Fingerhut Companies, Inc.
("Fingerhut"), which had been carried as a consolidated subsidiary.

(3) As a result of the Company's sale in 1995 of its interest in
MetraHealth (as defined herein), all of the Company's operations
comprising Managed Care and Employee Benefits Operations ("MCEBO"),
are accounted for as a discontinued operation and, accordingly, 1994
amounts have been restated.

(4) Included in net income for 1993 is an after-tax charge of $17 million
resulting from the adoption of Statement of Financial Accounting
Standards No. 106, "Employers' Accounting for Postretirement Benefits
Other than Pensions" and an after-tax charge of $18 million resulting
from the adoption of Statement of Financial Accounting Standards No.
112, "Employers' Accounting for Postemployment Benefits." Included
in net income for 1992 is an after-tax charge of $28 million resulting
from the adoption of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes."

(5) Stockholders' equity at September 30, 1995 reflects $263 million of
net unrealized gains on investment securities and at December 31, 1994
reflects $1.3 billion of net unrealized losses on investment
securities pursuant to the adoption in 1994 of Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities."

<PAGE>

RISK FACTORS

Holders of Notes should consider carefully all of the information set forth
in this Prospectus and, in particular, should evaluate the following
considerations before determining whether to tender their Notes in the Exchange
Offer.

Consequences of Failure to Exchange

Holders of Notes who do not exchange their Notes for Exchange Notes
pursuant to the Exchange Offer will continue to be subject to the restrictions
on transfer of such Notes as set forth in the legend thereon as a consequence of
the issuance of the Notes pursuant to exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act and applicable
state securities laws. In general, the Notes may not be offered or sold unless
registered under the Securities Act, except pursuant to an exemption from, or in
a transaction not subject to, the Securities Act and applicable state securities
laws. The Company does not currently anticipate that it will register the Notes
under the Securities Act. Based on interpretations by the staff of the
Commission, Exchange Notes issued pursuant to the Exchange Offer in exchange for
Notes may be offered for resale, resold or otherwise transferred by holders
thereof (other than any such holder that is a broker-dealer, as provided for
herein, or an "affiliate" of the Company within the meaning of Rule 405 under
the Securities Act) without compliance with the registration and prospectus
delivery provisions of the Securities Act provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes. See "Plan of Distribution" for additional information regarding
prospectus delivery requirements that may be imposed on certain broker-dealers.

Exchange Offer Procedures

Issuance of the Exchange Notes pursuant to the Exchange Offer will be made
only after the timely receipt of a book-entry confirmation, or a properly
completed and duly executed Letter of Transmittal or completion of a Notice of
Guaranteed Delivery and all other required documents. Therefore, holders of
Notes desiring to tender such Notes in exchange for Exchange Notes should allow
sufficient time to ensure timely delivery. The Company is under no duty to give
notification of defects or irregularities with respect to the tenders of Notes
for exchange. Notes that are not tendered or are tendered but not accepted will,
following the consummation of the Exchange Offer, continue to be subject to the
existing restrictions upon transfer thereof and the Company will have no further
obligation to provide for the registration of such Notes under the Securities
Act. In addition, any holder of Notes who tenders in the Exchange Offer for the
purpose of further distribution of the Exchange Notes may be deemed to be an
"underwriter" with respect to the Exchange Offer and, if so, will be required to
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. See "Plan of
Distribution." To the extent that Notes are tendered and accepted in the
Exchange Offer, the trading market, if any, for untendered and tendered but
unaccepted Notes could be adversely affected. See "The Exchange Offer."

<PAGE>

THE COMPANY

The Company is a financial services holding company engaged, through its
subsidiaries, principally in four business segments: Investment Services,
Consumer Finance Services, Life Insurance Services and Property & Casualty
Insurance Services.

In addition to its four business segments, the Company's Corporate and
Other segment consists of unallocated expenses and earnings primarily related to
interest, corporate administration, and certain corporate investments. This
segment has also included the Company's 27% equity interest in old Travelers
(1993), lines of business retained from the sale in 1993 of Voyager Group, Inc.
and its affiliates (1993 and 1992), and the Company's interest in Fingerhut
Companies, Inc. (1992), a direct marketing business.

The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013; telephone (212) 816-8000. The Company was
incorporated in Delaware in 1988.

RECENT DEVELOPMENTS

Pending Aetna Transaction

The Acquisition Agreement

On November 28, 1995, The Travelers Insurance Group Inc. ("TIGI"), an
indirect wholly owned subsidiary of the Company, entered into an agreement with
Aetna Life and Casualty Company ("Aetna") to purchase Aetna's domestic property
and casualty insurance operations for $4.0 billion in cash, subject

<PAGE>

to certain adjustments. The agreement, which is subject to various regulatory
approvals, provides for the purchase by TIGI or a subsidiary of all of the
outstanding capital stock of The Aetna Casualty and Surety Company and The
Standard Fire Insurance Company (the "Aetna Transaction"). The transaction is
expected to be completed by the end of March 1996. There can be no assurance
that the required approvals will be obtained or that the Aetna Transaction will
be consummated or that it will be consummated without amendment of the terms of
the transaction as presently constituted.

The Company expects that a newly formed holding company will own the
property and casualty operations purchased from Aetna and the existing property
and casualty operations of The Travelers Indemnity Company, a subsidiary of
TIGI. The Company expects to capitalize the new company by contributing
approximately $1.1 billion from a combination of cash on hand and senior debt
of the Company (including the Notes and the 7% Notes due 2025 of the Company
issued concurrently with the Notes (the "30-Year Notes")). In addition, it
is anticipated that the new company will finance the transaction with
additional capital raised through private and/or public debt and equity
offerings, including an aggregate of $525 million in equity investments from
Aetna, J.P. Morgan Capital Corporation and other private investors, and
borrowings under a five-year revolving credit facility in the amount of up to
$2.65 billion provided by Citibank, N.A., Chemical Bank and Morgan Guaranty
Trust Company. The Company may provide additional capital in order to finance
the transaction. There can be no assurance that such financing will be
available on acceptable terms.

Businesses to be Acquired

The following description of the property and casualty operations of Aetna
appears in Aetna's Annual Report on Form 10-K for the fiscal year ended December
31, 1994: "The business units in the property-casualty segment provide most
types of commercial and personal property-casualty insurance, bonds, and
insurance-related services for businesses, government units and associations and
individuals. Commercial coverages are sold for risks of all sizes and include
fire and allied lines, multiple peril, marine, workers' compensation, general
liability (including product liability), commercial automobile, certain
professional liability, and fidelity and surety bonds. In addition, Aetna offers
various services to businesses that choose to self-insure certain exposures.
Aetna also reinsures various property and liability risks, primarily through
agreements with non-affiliate insurers, on both a treaty and facultative basis.
Personal coverages include auto and homeowners insurance."

Other Transactions

In December 1995, Dresdner Bank agreed to acquire all of the interests in
RCM Capital Management, a California Limited Partnership, for $300 million,
subject to adjustments. The Company expects to receive approximately $192
million for its portion of the interests from the transaction, which is
subject to regulatory approvals. There can be no assurance that the required
approvals will be obtained or that the transaction will be consummated or that
it will be consummated without amendment of the terms of the transaction as
presently constituted.

<PAGE>

On January 3, 1995, the Company and Metropolitan Life Insurance Company
("MetLife"), and certain of their subsidiaries, contributed their medical
businesses to The MetraHealth Companies, Inc. ("MetraHealth"), a newly formed
joint venture, in exchange for shares of common stock of MetraHealth. On October
3, 1995 the Company completed the sale to United HealthCare Corporation of the
approximately 48% of the capital stock of MetraHealth that it owned. The Company
received $831 million in cash from the sale and, according to the terms of the
transaction, the Company could receive up to an additional $169 million. During
the fourth quarter of 1995 the Company recognized a net gain of $97 million
resulting principally from the sale of its interest in MetraHealth.

Also on January 3, 1995, the Company completed the sale of its group life
and related businesses to MetLife. The purchase price for the group life
business was $350 million. In connection with the sale, the Company agreed to
cede to MetLife 100% of its risks in the businesses sold on an indemnity
reinsurance basis, effective January 1, 1995.

USE OF PROCEEDS

There will be no cash proceeds to the Company from the Exchange Offer. The
net proceeds from the original sale of the Notes and the 30-Year Notes are
expected to be applied to the purchase price in the pending Aetna Transaction.
See "Recent Developments--Pending Aetna Transaction." Pending the closing of the
Aetna Transaction, the net proceeds from the sale of the Notes are invested in
short-term investments, and may be used to reduce short-term borrowings of the
Company or its subsidiaries until such time as they are applied for such
purpose.

In addition to the net proceeds from the offering of the Notes and the 30-
Year Notes, the Company expects to raise up to an additional $600 million
through the issuance of debt instruments to fund the Aetna Transaction. The
terms of such additional financing are not yet determined, and there can be no
assurance that such funds will be raised or that the Aetna Transaction will be
consummated. In the event that the Aetna Transaction is not consummated for any
reason, the net proceeds from the sale of the Notes and the 30-Year Notes will
be used for general corporate purposes, which may include capital contributions
to subsidiaries of the Company and/or the reduction or refinancing of borrowings
of the Company or its subsidiaries.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

The Notes were originally issued and sold on December 8, 1995. Such sales
were not registered under the Securities Act in reliance upon the exemption
provided by Section 4(2) of the Securities Act. In connection with the sale of
the Notes, the Company agreed to file with the Commission and have declared
effective a registration statement relating to an exchange offer (the "Exchange
Offer Registration Statement") pursuant to which another series of notes of the
Company covered by such registration statement and containing substantially the
same terms as the Notes would be offered in exchange for Notes tendered at the
option of the holders thereof or, if applicable interpretations of the staff of
the Commission did not permit the Company to effect such an exchange offer, the
Company agreed, at its cost, to file a

<PAGE>

shelf registration statement covering resales of the Notes (the "Resale
Registration Statement") and to use all reasonable efforts to have such Resale
Registration Statement declared effective and kept effective for a period of
three years from the effective date thereof. In the event that (i) the Company
failed to file the Exchange Offer Registration Statement or, if applicable, the
Resale Registration Statement, (ii) the Exchange Offer Registration Statement
or, if applicable, the Resale Registration Statement, was not declared effective
by the Commission, or (iii) all Notes validly tendered were not accepted for
exchange pursuant to the terms of the Exchange Offer or the Resale Registration
Statement ceased to remain effective, in each case within specified time
periods, Penalty Interest would accrue on the Notes and be payable in cash until
completion of such filing, declaration of effectiveness or completion of such
exchange. See "Registration Rights Agreement."

The purpose of the Exchange Offer is to fulfill the Company's obligations
with respect to the Registration Rights Agreement.

Terms of Exchange

The Company hereby offers to exchange, subject to the conditions set forth
herein and in the Letter of Transmittal accompanying this Prospectus, $1,000 in
principal amount of Exchange Notes for each $1,000 in principal amount of the
Notes. The terms of the Exchange Notes are substantially identical in all
material respects to the terms of the Notes for which they may be exchanged
pursuant to this Exchange Offer, except that the Exchange Notes will generally
be freely transferable by holders thereof and will not be subject to any
covenant regarding registration or the payment of Penalty Interest. The Exchange
Notes will evidence the same debt as the Notes and will be entitled to the
benefits of the Indenture. See "Description of the Exchange Notes."

The Company will accept for exchange any and all Notes that are validly
tendered and are not withdrawn prior to expiration of the Exchange Offer.
Holders may tender some or all of their Notes pursuant to the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Notes being tendered for exchange.

Based on an interpretation by the Staff of the Commission set forth in no-
action letters issued to third parties, the Company believes that Exchange Notes
issued pursuant to the Exchange Offer in exchange for Notes generally may be
offered for sale, resold and otherwise transferred by any holder of such
Exchange Notes (other than any such holder that is a broker-dealer, as provided
for herein, or an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such holder's business and
such holder has no arrangement or understanding with any person to participate
in the distribution of such Exchange Notes. Any holder who tenders Notes in the
Exchange Offer for the purpose of participating in a distribution of the
Exchange Notes cannot rely on such interpretation by the Staff of the Commission
and must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction. Each
broker-dealer that receives Exchange Notes for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with resales of the

<PAGE>

Exchange Notes. See "Plan of Distribution" for additional information regarding
prospectus delivery requirements that may be imposed on such broker-dealers.

Interest on the Exchange Notes shall accrue from the last Interest Payment
Date on which interest was paid on the Notes surrendered in the Exchange Offer
or, if no interest has been paid on such Notes, from December 1, 1995. Holders
whose Notes are accepted for exchange will be deemed to have waived the right to
receive any payment in respect of interest on the Notes.

Tendering holders of the Notes shall not be required to pay brokerage
commissions or fees or, (unless a transfer of registration of the Exchange Notes
is requested in the Letter of Transmittal), transfer taxes with respect to the
exchange of the Notes pursuant to the Exchange Offer.

Expiration Date; Extensions; Termination; Amendments

The Exchange Offer shall expire on the Expiration Date. The term
"Expiration Date" means 5:00 p.m., New York time, on _____________, 1996, unless
the Company in its sole discretion extends the period during which the Exchange
Offer is open, in which event the term "Expiration Date" shall mean the latest
time and date on which the Exchange Offer, as so extended by the Company, shall
expire. The Company reserves the right to extend the Exchange Offer at any time
and from time to time by giving oral or written notice to The Bank of New York
("BNY") (the "Exchange Agent") and by timely public announcement communicated,
unless otherwise required by applicable law or regulation, by issuing a press
release to the Dow Jones News Service. During any extension of the Exchange
Offer, subject to the withdrawal rights of tendering holders of Notes, all Notes
previously tendered pursuant to the Exchange Offer will remain subject to the
Exchange Offer.

The Exchange Date will be the first business day following the Expiration
Date. The Company expressly reserves the right (i) to terminate the Exchange
Offer and not accept for exchange any Notes if either of the events set forth
below under "Conditions to the Exchange Offer" shall have occurred and shall not
have been waived by the Company and (ii) to amend the terms of the Exchange
Offer in any manner which, in its good faith judgment, is advantageous to the
holders of the Notes, whether before or after any tender of the Notes. Unless
the Company terminates the Exchange Offer prior to 5:00 p.m., New York City
time, on the Expiration Date, the Company will exchange the Exchange Notes for
the Notes on the Exchange Date.

How to Tender

The tender to the Company of Notes by a beneficial holder thereof
constitutes an agreement between such holder and the Company in accordance with
the terms and subject to the conditions set forth herein and in the Letter of
Transmittal.

A holder of Notes may tender the same by (i) properly completing and
signing the Letter of Transmittal or a facsimile thereof (all references in this
Prospectus to the Letter of Transmittal shall be deemed to include a facsimile
thereof) and any required signature guarantees, and delivering the same to the
Exchange Agent at its address set forth on the back cover of this Prospectus on
or prior to the

<PAGE>

Expiration Date, (ii) complying with the procedure for book-entry transfer
described below or (iii) complying with the guaranteed delivery procedures
described below.

The signatures need not be guaranteed if tendered Notes are registered in
the name of the signer of the Letter of Transmittal and the Exchange Notes to be
issued in exchange therefor are to be issued (and any untendered Notes are to be
reissued) in the name of the registered holder. For the purposes described
herein, "registered holder" shall include any participant ("Participant") in The
Depository Trust Company ("DTC"), a book-entry transfer facility, whose name
appears on a participant listing as the owner of the Notes. In any other case, a
tender of Notes must be accompanied by written instruments of transfer in form
satisfactory to the Company and duly executed by the registered holder and the
signature on the endorsement or instrument of transfer must be guaranteed by a
financial institution that is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc. or
a commercial bank or trust company having an office or correspondent in the
United States (any of the foregoing hereinafter referred to as an "Eligible
Institution").

The method of delivery of Notes and all other documents is at the election
and risk of the holder. If sent by mail, it is recommended that registered mail,
return receipt requested, be used, proper insurance obtained, and the mailing be
made sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent on or before the Expiration Date.

The Exchange Agent will make a request promptly after the date of this
Prospectus to establish accounts with respect to the Notes at DTC for the
purpose of facilitating the Exchange Offer, and subject to the establishment
thereof, any financial institution that is a Participant in DTC's system may
make book-entry delivery of Notes by causing DTC to transfer such Notes to the
Exchange Agent's account with respect to the Notes in accordance with DTC's
procedures for such transfer. See "Exchanging Book- Entry Notes," below.

If a holder desires to accept the Exchange Offer and time will not permit a
Letter of Transmittal to reach the Exchange Agent before the Expiration Date or
the procedure for book-entry transfer cannot be completed on a timely basis, a
tender may be effected if the Exchange Agent has received at its office listed
on the back cover hereof on or prior to the Expiration Date a letter, telegram
or facsimile transmission from an Eligible Institution setting forth the name
and address of the tendering holder, the names in which the Notes are
registered, and stating that the tender is being made thereby and guaranteeing
that within three New York Stock Exchange trading days after the date of
execution of such letter, telegram or facsimile transmission by the Eligible
Institution, a confirmation of book-entry transfer of such Notes into the
Exchange Agent's account at DTC, will be delivered by such Eligible Institution
together with a properly completed and duly executed Letter of Transmittal (and
any other required documents). Unless Notes being tendered by the
above-described method (and any other required documents are timely delivered)
are recorded by or deposited with the Exchange Agent within the time period set
forth above, the Company may, at its option, reject the tender. Copies of a
Notice of Guaranteed Delivery which may be used by Eligible Institutions for the
purposes described in this paragraph are available from the Exchange Agent.

<PAGE>

A tender will be deemed to have been received as of the date when the
Exchange Agent actually receives the tendering holder's properly completed and
duly signed Letter of Transmittal (or a facsimile thereof), together with (i)
the Note being tendered (if such Note is held in certificated form), properly
endorsed for transfer, or (ii) a confirmation of book-entry transfer of such
Notes into the Exchange Agent's account at DTC, or (iii) a Notice of Guaranteed
Delivery or letter, telegram or facsimile transmission to similar effect (as
provided above) from an Eligible Institution. Issuances of Exchange Notes in
exchange for Notes tendered pursuant to a Notice of Guaranteed Delivery or
letter, telegram or facsimile transmission to similar effect (as provided above)
by an Eligible Institution will be made only against deposit of the Notes being
tendered or confirmation of DTC's Automated Tender Offer Program ("ATOP")
procedures set forth below. See "Exchanging Book-Entry Notes."

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of Notes will be determined
by the Company, whose determination will be final and binding. The Company
reserves the absolute right to reject any or all tenders not in proper form or
the acceptance for exchange of which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive any
of the conditions of the Exchange Offer or any defect or irregularity in the
tender of any Notes. None of the Company, the Exchange Agent or any other person
will be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification.

EXCHANGING BOOK-ENTRY NOTES

The Exchange Agent and DTC have confirmed that any financial institution
that is a Participant may utilize ATOP to tender Exchange Notes.

The Exchange Agent will request that DTC establish an account with respect
to the Exchange Notes for purposes of the Exchange Offer within two business
days after the date of this Prospectus. Any Participant may make book-entry
delivery of Exchange Notes by causing DTC to transfer such Exchange Notes into
such Exchange Agent's account in accordance with DTC's ATOP procedures for
transfer. However, the exchange for the Exchange Notes so tendered will only be
made after timely confirmation (a "Book-Entry Confirmation") of such book-entry
transfer of Exchange Notes into the Exchange Agent's account, and timely receipt
by the Exchange Agent of an Agent's Message (as such term is defined in the next
sentence) and any other documents required by the Letter of Transmittal. The
term "Agent's Message" means a message, transmitted by DTC and received by the
Exchange Agent and forming part of a Book-Entry Confirmation, that states that
DTC has received an express acknowledgment from a Participant tendering Notes
that are the subject of such Book-Entry Confirmation that such Participant has
received and agrees to be bound by the terms of the Letter of Transmittal, and
that the Company may enforce such agreement against such Participant.

TERMS AND CONDITIONS OF THE LETTER OF TRANSMITTAL

The Letter of Transmittal contains, among other things, the following terms
and conditions, which are part of the Exchange Offer.

<PAGE>

The party tendering Notes for exchange (the "Transferor") exchanges,
assigns and transfers the Notes to the Company and irrevocably constitutes and
appoints the Exchange Agent as the Transferor's agent and attorney-in-fact to
cause the Notes to be assigned, transferred and exchanged. The Transferor
represents and warrants that it has full power and authority to tender,
exchange, assign and transfer its interest in the Notes and to acquire Exchange
Notes issuable upon exchange of such tendered Notes, and that, when the same are
accepted for exchange, the Company will acquire good and unencumbered title to
the tendered Notes, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim. The Transferor also warrants
that it will, upon request, execute and deliver any additional documents deemed
by the Company to be necessary or desirable to complete the exchange, assignment
and transfer of tendered Notes or transfer ownership of such Notes on the
account books maintained by DTC. All authority conferred by the Transferor will
survive the death or incapacity of the Transferor and every obligation of the
Transferor shall be binding upon the heirs, legal representatives, successors
and assigns of such Transferor.

The Transferor certifies that (i) the Exchange Notes acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of business of the
person receiving such Exchange Notes, whether or not such person is such
Transferor, (ii) neither the Transferor nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such Exchange Notes, (iii) if the Transferor is not a broker-dealer, or is a
broker-dealer but will not receive Exchange Notes for its own account in
exchange for Notes, neither the Transferor nor any such other person is engaged
in or intends to participate in the distribution of such Exchange Notes and (iv)
neither the Transferor nor any such other person is an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act (or, if it is an
"affiliate," that it will comply with the applicable requirements of the
Securities Act). If the Transferor is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Notes that were acquired as a result
of market-making activities or other trading activities, it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Notes.

WITHDRAWAL RIGHTS

Tenders of Notes pursuant to the Exchange Offer are irrevocable, except
that Notes tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date.

To be effective, a written, telegraphic, telex or facsimile transmission
notice of withdrawal must be timely received by the Exchange Agent at its
address set forth on the back cover of this Prospectus. Any such notice of
withdrawal must specify the person named in the Letter of Transmittal as having
tendered Notes to be withdrawn, the principal amount of Notes to be withdrawn, a
statement that such holder is withdrawing his election to have such Notes
exchanged, and the name of the registered holder of such Notes, and must be
signed by the holder in the same manner as the original signature on the Letter
of Transmittal (including any required signature guarantees) or be accompanied
by evidence satisfactory to the Company that the person withdrawing the tender
has succeeded to the beneficial ownership of the Notes being withdrawn. The
Exchange Agent will return the properly withdrawn Notes promptly following
receipt of notice of withdrawal. If Notes have been tendered pursuant to the
procedure for book-entry transfer, any notice of withdrawal must specify the
name and number of the account at DTC to

<PAGE>

be credited with the withdrawn Notes or otherwise comply with the appropriate
DTC withdrawal procedure. All questions as to the validity of notices of
withdrawals, including time of receipt, will be determined by the Company, and
such determination will be final and binding on all parties.

ACCEPTANCE OF NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES

Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of Notes validly tendered and not withdrawn and the
issuance of the Exchange Notes will be made on the Exchange Date. For the
purposes of the Exchange Offer, the Company shall be deemed to have accepted for
exchange validly tendered Notes when, as and if the Company has given oral or
written notice thereof to the Exchange Agent.

The Exchange Agent will act as agent for the tendering holders of Notes for
the purposes of causing the Notes to be assigned, transferred and exchanged.
Upon the terms and subject to the conditions of the Exchange Offer, delivery of
Exchange Notes to be issued in exchange for accepted Notes will be made by the
Exchange Agent promptly after acceptance of the tendered Notes. See "Description
of the Exchange Notes - Book Entry Notes." Tendered Notes not accepted for
exchange by the Company will be returned without expense to the tendering
holders promptly following the Expiration Date or, if the Company terminates the
Exchange Offer prior to the Expiration Date, promptly after the Exchange Offer
is terminated.

CONDITIONS TO THE EXCHANGE OFFER

Notwithstanding any other provision of the Exchange Offer, or any extension
of the Exchange Offer, the Company will not be required to issue Exchange Notes
in respect of any properly tendered Notes not previously accepted and may
terminate the Exchange Offer (by oral or written notice to the Exchange Agent
and by timely public announcement communicated, unless otherwise required by
applicable law or regulation, by issuing a press release to the Dow Jones News
Service), or at its option, modify or otherwise amend the Exchange Offer, if
either of the following events occur:

(a) any statute, rule or regulation shall have been enacted, or any action
shall have been taken by any court or governmental authority which, in the sole
judgment of the Company, would prohibit, restrict or otherwise render illegal,
consummation of the Exchange Offer, or

(b) there shall occur a change in the current interpretation by the Staff
of the Commission that the Exchange Notes issued pursuant to the Exchange Offer
in exchange for Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than broker-dealers and any such holder
that is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act) without compliance with the registration and prospectus delivery
provisions of the Securities Act provided that such Exchange Notes are acquired
in the ordinary course of such holders' business and such holders have no
arrangements with any person to participate in the distribution of such Exchange
Notes.

<PAGE>

The Company expressly reserves the right to terminate the Exchange Offer
and not accept for exchange any Notes upon the occurrence of either of the
foregoing conditions (which represent all of the material conditions to the
acceptance by the Company of properly tendered Notes). In addition, the Company
may amend the Exchange Offer at any time prior to the Expiration Date if either
of the conditions set forth above occurs. Moreover, regardless of whether either
of such conditions has occurred, the Company may amend the Exchange Offer in any
manner which, in its good faith judgment, is advantageous to holders of the
Notes.

The foregoing conditions are for the sole benefit of the Company and may be
waived by the Company, in whole or in part, in its sole discretion. Any
determination made by the Company concerning an event, development or
circumstance described or referred to above will be final and binding on all
parties.

EXCHANGE AGENT

BNY has been appointed as the Exchange Agent for the Exchange Offer.
Letters of Transmittal must be addressed to the Exchange Agent at its address
set forth on the back cover page of this Prospectus. BNY also acts as the
Transfer Agent (the "Transfer Agent") and the trustee under the Indenture.

Delivery to an address other than as set forth herein, or transmissions of
instructions via a facsimile or telex number other than the ones set forth
herein, will not constitute a valid delivery.

SOLICITATION OF TENDERS; EXPENSES

The Company has not retained any dealer-manager or similar agent in
connection with the Exchange Offer and will not make any payments to brokers,
dealers or others for soliciting acceptance of the Exchange Offer. The Company
will, however, pay the Exchange Agent reasonable and customary fees for its
services and will reimburse it for reasonable out-of-pocket expenses in
connection therewith. The Company will also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this Prospectus and related documents
to the beneficial owners of the Notes and in handling or forwarding tenders for
their customers.

No person has been authorized to give any information or to make any
representations in connection with the Exchange Offer other than those contained
in this Prospectus and, if given or made, such information or representations
should not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any exchange made hereunder shall, under any
circumstances, create any implications that there has been no change in the
affairs of the Company since the respective dates as of which information is
given herein. The Exchange Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Notes in any jurisdiction in which the
making of the Exchange Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. The Company may, however, at its
discretion, take such action as it may deem necessary to make the Exchange
Offer in any such

<PAGE>

jurisdiction and extend the Exchange Offer to holders of Notes in such
jurisdiction. In any jurisdiction the securities laws or blue sky laws of which
require the Exchange Offer to be made by a licensed broker or dealer, the
Exchange Offer is being made on behalf of the Company by one or more registered
brokers or dealers that are licensed under the laws of such jurisdiction.

OTHER

Participation in the Exchange Offer is voluntary and holders should
carefully consider whether to accept. Holders of the Notes are urged to consult
their financial and tax advisors in making their own decisions on what action to
take.

As a result of the making of, and upon acceptance for exchange of all
validly tendered Notes pursuant to the terms of, this Exchange Offer, the
Company will have fulfilled a covenant contained in the terms of the Notes and
the Registration Rights Agreement. Holders of the Notes who do not tender their
Notes in the Exchange Offer will continue to beneficially hold such Notes and
will be entitled to all rights, and limitations applicable thereto, under the
Indenture, except for any such rights under the Registration Rights Agreement,
which by their terms terminate or cease to have further effectiveness as a
result of the making of this Exchange Offer. See "Description of the Notes" and
"Description of the Exchange Notes." All untendered Notes will continue to be
subject to the restrictions on transfer set forth in the Notes and in the
Indenture. To the extent that Notes are tendered and accepted in the Exchange
Offer, the trading market for untendered Notes could be adversely affected.

The Company may in the future seek to acquire untendered Notes in the open
market or privately negotiated transactions, through subsequent offers or
otherwise. The Company has, however, no present plan to acquire any Notes that
are not tendered in the Exchange Offer or to file a registration statement to
permit resales of any Notes that are not tendered pursuant to the Exchange
Offer.

<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company at September
30, 1995 and as adjusted to give effect to (i) the issuance and sale of the
Notes and the 30-Year Notes, and the application of the proceeds therefrom as
described under "Use of Proceeds" and (ii) the issuance and sale of an
additional $800 million of long-term debt of consolidated subsidiaries of the
Company after September 30, 1995 and the application of the proceeds therefrom
to the repayment of short-term borrowings and investment banking and brokerage
borrowings, as if such transactions had occurred on September 30, 1995.

At September 30, 1995
---------------------------

Outstanding As Adjusted
----------- -----------
(dollars in millions)

Debt:
Investment banking and brokerage borrowings . . . . $2,471 $2,071
Short-term borrowings . . . . . . . . . . . . . . . 1,343 943
Long-term debt . . . . . . . . . . . . . . . . . . 8,791 9,791
----- -----
Total debt . . . . . . . . . . . . . . . . . . $12,605 $12,805
======= =======

Stockholders' equity:

Preferred stock at aggregate liquidation value 800 800
Common stock ($.01 par value; authorized 500,000,000
shares, issued - 368,171,999 shares outstanding
and as adjusted) . . . . . 4 4
Additional paid-in capital . . . . . . . . . . . . 6,741 6,741
Retained earnings . . . . . . . . . . . . . . . . . 4,981 4,981
Treasury stock at cost (50,500,984 shares
outstanding and as adjusted)
(1,682) (1,682)
Unrealized gain on investment securities
and other, net . . . . . . . . . . . . . . . . . 26 26
------ -------
Total stockholders' equity . . . . . . . . . . . . . 10,870 10,870
------- ------
Total capitalization . . . . . . . . . . . $23,475 $23,675
======= =======

<PAGE>

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The selected consolidated financial data presented below are derived from
the consolidated financial statements of the Company and its subsidiaries. Such
financial statements have been audited by KPMG Peat Marwick LLP, independent
certified public accountants, for each of the five years in the period ended
December 31, 1994. The consolidated financial statements as of and for the nine
months ended September 30, 1995 and 1994 are unaudited but, in the Company's
opinion, reflect all adjustments consisting of normal recurring accruals
necessary for a fair presentation of the financial position and results of
operations for such periods. The results of operations for the nine months ended
September 30, 1995 may not be indicative of results of operations to be expected
for a full year. The consolidated financial statements as of and for the nine
months ended September 30, 1995 and 1994 and as of December 31, 1994 and 1993
and for each of the three years in the period ended December 31, 1994 are
incorporated by reference in this Prospectus, and the information set forth
below should be read in conjunction with such consolidated financial statements
and the notes thereto.

<TABLE><CAPTION>
(in millions, except per share data)
--------------------------- -------------------------------------------------
Nine Months Ended
September 30, Year Ended December 31, (1)
----------------------- -------------------------------------------------

1995 1994 1994 1993 1992 1991 1990
-------- -------- ------- -------- -------- -------- ------
(Unaudited)

<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Total revenues (2,3) $ 12,422 $ 11,430 $ 14,943 $ 6,797 $ 5,125 $ 6,608 $ 6,194
Income from continuing
operations (3) $1,138 $885 $1,157 $951 $756 $479 $373
Net income (4) $1,227 $992 $1,326 $916 $728 $479 $373
Net Income per common share:
Income from continuing
operations $3.39 $2.55 $3.34 $3.88 $3.34 $2.14 $1.64
Net Income $3.67 $2.88 $3.86 $3.74 $3.22 $2.14 $1.64

Cash dividends per common share $ 0.600 $ 0.425 $ 0.575 $ 0.490 $ 0.363 $ 0.225 $ 0.180

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

At September 30, At December 31, (1)
----------------------- ----------------------------------------------

1995 1994 1994 1993 1992 1991 1990
--------- ------ ---- -------- --------- ------ --------
(Unaudited)
Balance Sheet Data:
Total assets $112,299 $116,380 $115,297 $101,290 $ 24,151 $ 21,561 $ 19,689
Long-term debt $8,791 $6,793 $7,075 $6,991 $3,951 $4,327 $3,456
Stockholders' equity (5) $10,870 $8,683 $8,640 $9,326 $4,229 $3,280 $2,859
Book value per common share $31.70 $24.45 $24.77 $26.06 $17.70 $15.10 $13.20
</TABLE>
- --------------------------------------------
(1) Results of operations prior to 1994 exclude amounts for old Travelers,
except that results for 1993 include the Company's equity in earnings
relating to the 27% Equity Interest purchased in December 1992.
Results of operations include amounts related to the Shearson
Businesses from July 31, 1993, the date of acquisition. Data
relating to financial position for the years prior to 1993 exclude
amounts for old Travelers and the Shearson Businesses.

(2) Revenues for 1991 and 1990 include those of Fingerhut Companies, Inc.
("Fingerhut"), which had been carried as a consolidated subsidiary.

(3) As a result of the Company's sale in 1995 of its interest in
MetraHealth, all of the Company's operations comprising Managed Care and
Employee Benefits Operations ("MCEBO"), are accounted for as a
discontinued operation and, accordingly, 1994 amounts have been
restated.

<PAGE>

income for 1992 is an after-tax charge of $28 million resulting from the
adoption of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes."

(5) Stockholders' equity at September 30, 1995 reflects $263 million of net
unrealized gains on investment securities and at December 31, 1994
reflects $1.3 billion of net unrealized losses on investment securities
pursuant to the adoption in 1994 of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities."

<TABLE><CAPTION>
RATIO OF EARNINGS TO FIXED CHARGES

Nine Months Ended Year Ended December 31,
----------------------------------------------
September 30, 1995 1994(1) 1993 1992(2) 1991 1990
-------------------- ----- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges 2.14 2.32 2.79 2.63 1.85 1.56

</TABLE>

- ----------------------
(1)As a result of the Company's sale of its interest in MetraHealth, certain
operations are accounted for as discontinued operations and, accordingly,
the 1994 ratio has been restated.
(2)Included in earnings from continuing operations before income taxes (used in
this computation) is a net gain of $216.8 million from the sale of the
Company's ownership interests in Margaretten & Company, Inc., Fingerhut
Companies, Inc. and other affiliated companies. Without giving effect to this
net gain, the ratio of earnings to fixed charges for 1992 would have
been 2.33.

The ratio of earnings to fixed charges has been computed by dividing
earnings from continuing operations before income taxes and fixed charges by the
fixed charges. For purposes of these ratios, fixed charges consist of interest
expense and that portion of rentals deemed representative of the appropriate
interest factor.

DESCRIPTION OF THE EXCHANGE NOTES

The Exchange Notes will be issued under an Indenture dated as of March 15,
1987, between Primerica Corporation, a New Jersey corporation ("old Primerica")
and BNY, as trustee (the "Trustee"), as supplemented by the First Supplemental
Indenture dated as of December 15, 1988, among old Primerica, Primerica Holdings
Inc. ("Primerica Holdings"), and the Trustee, the Second Supplemental Indenture
dated as of January 31, 1991, between Primerica Holdings and the Trustee, and
the Third Supplemental Indenture dated December 9, 1992, among Primerica
Holdings, the Company (formerly known as Primerica Corporation and The Travelers
Inc.) and the Trustee (the indenture as so supplemented is hereinafter referred
to as the "Indenture").

The following descriptions of the terms of the Exchange Notes and of the
Indenture do not purport to be complete and are subject to, and qualified in
their entirety by reference to, the Indenture, a copy of which has been
incorporated by reference or filed as an exhibit to the Registration Statement.
Capitalized terms used and not otherwise defined in this section shall have the
meanings assigned to them in the Indenture. Parenthetical section references
refer to sections of the Indenture.

<PAGE>

General

The Exchange Notes will be limited to $100,000,000 in aggregate principal
amount and will bear interest from the last Interest Payment Date on which
interest was paid on the Notes surrendered in the Exchange Offer or, if no
interest has been paid on such Notes, from December 1, 1995. The Exchange Notes
will mature on December 1, 2005. Interest will be payable semiannually on June 1
and December 1 (the "Interest Payment Dates"), commencing on the later to occur
of June 1, 1996 and the first Interest Payment Date following the closing of the
Exchange Offer, to the persons in whose names the Exchange Notes are registered
at the close of business on the May 15 and November 15, respectively, preceding
the payment date, at the annual rate of 6 1/4%. The Exchange Notes will not be
redeemable prior to maturity and will not be subject to any sinking fund
requirement. Initially, the Exchange Notes will be issued in the form of one or
more global notes (each, a "Book-Entry Note") registered in the name of DTC or
its nominee. See "Book-Entry Notes" below.

The Exchange Notes will be unsecured general obligations of the Company. As
a holding company, the Company's sources of funds are derived principally from
advances and dividends from subsidiaries, certain of which are subject to
regulatory restrictions, and from sales of assets and investments. The Indenture
provides that unsecured debt securities of the Company, without limitation as to
aggregate principal amount, may be issued in one or more series, and a single
series may be issued at various times, with different maturity dates and
different interest rates, in each case as authorized from time to time by the
Company. The provisions of the Indenture provide the Company with the ability,
in addition to the ability to issue securities with terms different from those
of securities previously issued, to "reopen" a previous issue of a series of
securities and to issue additional securities of such series.

Any certificated Exchange Notes may be presented for exchange, and may be
presented for registration of transfer at the principal corporate trust office
of the Trustee in The City of New York. No service charge will be made for any
registration of transfer or exchange of Exchange Notes, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Any certificated Exchange Notes
presented for registration of transfer or exchange shall (if so required by the
Company or the Trustee) be duly endorsed by, or accompanied by a written
instrument or instruments of transfer (in form satisfactory to the Company and
the Trustee) duly executed by, the registered holder or his attorney duly
authorized in writing. The Exchange Notes offered hereby will be issued in
denominations of $1,000 and integral multiples thereof.

Book-Entry Notes

The Exchange Notes will initially be issued in the form of one or more
Book-Entry Notes, which will be deposited with, or on behalf of, DTC and
registered in the name of DTC or its nominee. Except as set forth below, Book-
Entry Notes may not be transferred except as a whole by DTC to a nominee of DTC,
or by a nominee of DTC to DTC or another nominee of DTC, or by DTC or any
nominee to a successor of DTC, or a nominee of such successor.

<PAGE>

DTC has advised the Company that it is a limited-purpose trust company
organized under the laws of the State of New York, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for Participants and to facilitate the clearance and settlement of
securities transactions among its Participants in such securities through
electronic book-entry changes in accounts of the Participants, thereby
eliminating the need for physical movement of certificates. DTC's Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations, some of which (and/or their
representatives) own DTC. Access to the DTC system is also available to others,
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly. Persons who are not Participants may beneficially own interest in
securities held by DTC only through Participants.

Upon the issuance by the Company of a Book-Entry Note, DTC will credit, on
its book-entry registration and transfer system, the respective principal
amounts of the Exchange Notes represented by such Book-Entry Note to the
accounts of Participants. Ownership of beneficial interests in a Book-Entry Note
will be limited to Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in Book-Entry Notes will be
shown on, and the transfer of such interests will be effected only through,
records maintained by DTC or its nominee (with respect to beneficial interests
of Participants), or by Participants or persons that may hold interests through
Participants (with respect to beneficial interests of beneficial ownership). The
laws of some states may require that certain purchasers of securities take
physical delivery of such securities in certificated form. Such limits and such
law may impair the ability to transfer beneficial interests in Book-Entry Notes.

So long as DTC or its nominee is the registered owner of the Book-Entry
Notes, DTC or its nominee, as the case may be, will be considered the sole owner
or holder of the Exchange Notes represented by such Book-Entry Notes for all
purposes under the Indenture. Except as provided below, owners of beneficial
interests in Book-Entry Notes will not be entitled to have Exchange Notes
represented by such Book-Entry Notes registered in their names, will not receive
or be entitled to receive physical delivery of such Exchange Notes in
certificated form and will not be considered the owners or holders thereof under
the Indenture.

Principal and interest payments on the Exchange Notes represented by one or
more Book-Entry Notes will be made by the Company to DTC or its nominee, as the
case may be, as the registered owner of the related Book-Entry Note or Notes.
The Company expects that DTC or its nominee, upon receipt of any payment of
principal or interest in respect of Book-Entry Notes, will credit immediately
the accounts of the related Participants with payment in amounts proportionate
to their respective holdings in principal amount of beneficial interests in such
Book-Entry Notes as shown on the records of DTC. Neither the Company nor the
Trustee or any Paying Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of Book-Entry Notes, or for maintaining, supervising or
reviewing any records relating to such beneficial interests. The Company also
expects that payments by Participants to owners of beneficial interests in Book-
Entry Notes held through such Participants will be governed by standing customer
instructions and customary

<PAGE>

practices, as is now the case with securities registered in "street name." Such
payments will be the responsibility of such Participants.

If DTC is at any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by the Company within 90
days, the Company will issue Exchange Notes in certificated form in exchange for
beneficial interests in the Book-Entry Notes. In addition, the Company may at
any time determine not to have its Exchange Notes represented by one or more
Book-Entry Notes, and, in such event, will issue Exchange Notes in certificated
form in exchange for beneficial interests in Book-Entry Notes. In any such
instance, an owner of a beneficial interest in a Book-Entry Note will be
entitled to physical delivery in certificated form of Exchange Notes equal in
principal amount to such beneficial interests and to have such Exchange Notes
registered in its name. Exchange Notes so issued in certificated form will be
issued in denominations of $1,000 or any amount in excess thereof that is an
integral multiple of $1,000 and will be issued in registered form only, without
coupons.

Same-Day Settlement and Payment

All payments of principal and interest on Exchange Notes represented by
Book-Entry Notes will be made by the Company in immediately available funds.

Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing-house or next-day funds. In contrast, the Exchange
Notes are expected to trade in the Same-Day Funds Settlement System of DTC, and,
to the extent that secondary market trading activity in the Exchange Notes is
effected through the facilities of DTC, such trades will be settled in
immediately available funds. No assurance can be given as to the effect, if any,
of settlement in immediately available funds on trading activity in the Exchange
Notes.

Payments of Principal and Interest

Principal of and interest on the Notes will be payable at the office or
agency of the Company to be maintained in the Borough of Manhattan, The City of
New York, initially at the principal corporate trust office of the Trustee, 101
Barclay Street, Corporate Trust Services Window, Lobby Level, New York, New
York; provided, however, that at the option of the Company, payment of interest
may be made by check mailed to the address of the person entitled thereto as
such address shall appear in the register of holders of Notes. Notwithstanding
the foregoing, payments of principal and interest on Book-Entry Notes will be
made as described above.

Redemption

The Exchange Notes offered hereby are not redeemable by the Company at any
time prior to maturity and are not subject to any sinking fund or other
analogous provision.

<PAGE>

Summary of Certain Provisions of the Indenture

Payment and Paying Agents. Payment of principal of and premium, if any, on
the Exchange Notes will be made in United States dollars against surrender of
such Exchange Note at the principal corporate trust office of the Trustee in The
City of New York. Payment of any installment of interest on the Exchange Notes
will be made to the person in whose name such Exchange Note is registered at the
close of business on the Record Date for such interest payment. Payments of such
interest will be made at the principal corporate trust office of the Trustee in
The City of New York, or by a check mailed to the holder at such holder's
registered address (Sections 2.01 and 5.02). Notwithstanding the foregoing,
payments of principal and interest on Book-Entry Notes will be made as described
above.

Limitations on Liens. The Company has agreed that it will not, and will not
permit any Subsidiary to, incur, issue, assume or guarantee any indebtedness for
money borrowed if such indebtedness is secured by a pledge of, lien on, or
security interest in any shares of Voting Stock of any Significant Subsidiary,
whether such Voting Stock is now owned or is hereafter acquired, without
providing that each series of Securities issued under the Indenture (together
with, if the Company shall so determine, any other indebtedness or obligations
of the Company or any Subsidiary ranking equally with such Securities and then
existing or thereafter created) shall be secured equally and ratably with such
indebtedness. The foregoing limitation shall not apply to indebtedness secured
by a pledge of, lien on or security interest in any shares of Voting Stock of
any corporation at the time it becomes a Significant Subsidiary (Section 5.04).

Limitations on Mergers and Sales of Assets. The Company has agreed that it
will not enter into a merger or consolidation with another corporation or sell
other than for cash or lease all or substantially all its assets to another
corporation, or purchase all or substantially all the assets of another
corporation unless (i) either the Company is the continuing corporation, or the
successor corporation (if other than the Company) expressly assumes by
supplemental indenture the obligations evidenced by the securities issued
pursuant to the Indenture (in which case, except in the case of such a lease,
the Company will be discharged therefrom) and (ii) immediately thereafter, the
Company or the successor corporation (if other than the Company) would not be in
default in the performance of any covenant or condition of the Indenture
(Sections 5.05 and 14.01).

Certain Definitions. The term "Significant Subsidiary" means a Subsidiary,
including its Subsidiaries, which meets any of the following conditions: (i) the
Company's and its other Subsidiaries' investments in and advances to the
Subsidiary exceed 10 percent of the total assets of the Company and its
Subsidiaries consolidated as of the end of the most recently completed fiscal
year; (ii) the Company's and its other Subsidiaries' proportionate share of the
total assets (after intercompany eliminations) of the Subsidiary exceeds 10
percent of the total assets of the Company and its Subsidiaries consolidated as
of the end of the most recently completed fiscal year; or (iii) the Company's
and its other Subsidiaries' equity in the income from continuing operations
before income taxes, extraordinary items and cumulative effect of a change in
accounting principles of the Subsidiary exceeds 10 percent of such income of the
Company and its Subsidiaries consolidated for the most recently completed fiscal
year. The term "Subsidiary" means any corporation of which securities (excluding
securities entitled to vote for directors only by reason of the happening of a
contingency) entitled to elect at least a majority of the corporation's
directors

<PAGE>

shall at the time be owned, directly or indirectly, by the Company, or one or
more Subsidiaries, or by the Company and one or more Subsidiaries. The term
"Voting Stock" means capital stock the holders of which have general voting
power under ordinary circumstances to elect at least a majority of the board of
directors of a corporation, provided that, for the purposes of such definition,
capital stock which carries only the right to vote conditioned on the happening
of an event shall not be considered voting stock whether or not such event shall
have happened (Sections 1.02 and 5.04).

Modification of the Indenture. The Indenture contains provisions permitting
the Company and the Trustee, without the consent of the holders of the
Securities, to establish, among other things, the form and terms of any series
of the Securities issuable thereunder by one or more supplemental indentures,
and, with the consent of the holders of not less than 66 2/3% in aggregate
principal amount of the Securities at the time outstanding which are affected
thereby, to modify the Indenture or any supplemental indenture or the rights of
the holders of the Securities of such series to be affected, provided that no
such modification will (i) extend the fixed maturity of any Securities, reduce
the rate or extend the time of payment of interest thereon, reduce the principal
amount thereof or the premium, if any, thereon, reduce the amount of the
principal of Original Issue Discount Securities payable on any date, change the
currency in which the Securities are payable, or impair the right to institute
suit for the enforcement of any such payment on or after the maturity thereof,
without the consent of the holder of each Security so affected, or (ii) reduce
the aforesaid percentage of Securities of any series the consent of the holders
of which is required for any such modification without the consent of the
holders of all Securities of such series then outstanding, or (iii) modify,
without the written consent of the Trustee, the rights, duties or immunities of
the Trustee (Sections 13.01 and 13.02).

Defaults. The Indenture provides that events of default with respect to any
series of Securities will be (i) default for 30 days in payment of interest upon
any Security of such series; (ii) default in payment of principal (other than a
sinking fund installment) or premium, if any, on any Security of such series;
(iii) default for 30 days in payment of any sinking fund installment when due by
the terms of the Securities of such series; (iv) default, for 90 days after
notice, in performance of any other covenant in the Indenture (other than a
covenant included in the Indenture solely for the benefit of a series of
Securities other than such series); and (v) certain events of bankruptcy or
insolvency (Section 6.01). If an event of default with respect to Securities of
any series should occur and be continuing, either the Trustee or the holders of
25% in the principal amount of outstanding Securities of such series may declare
each Security of that series due and payable (Section 6.02). The Company is
required to file annually with the Trustee a statement of an officer as to the
fulfillment by the Company of its obligations under the Indenture during the
preceding year (Section 5.06).

No event of default with respect to a single series of Securities issued
under the Indenture (and any supplemental indenture) necessarily constitutes an
event of default with respect to any other series of Securities (Section 6.02).

Holders of a majority in principal amount of the outstanding Securities of
any series will be entitled to control certain actions of the Trustee under the
Indenture and to waive certain past defaults with respect to such series
(Sections 6.02 and 6.06). Subject to the provisions of the Indenture relating to
the duties of the Trustee, the Trustee will not be under any obligation to
exercise any of the rights or powers

<PAGE>

vested in it by the Indenture at the request, order or direction of any of the
holders of Securities, unless one or more of such holders of Securities shall
have offered to the Trustee reasonable security or indemnity (Section 10.01).

If an event of default occurs and is continuing with respect to a series of
Securities, any sums held or received by the Trustee under the Indenture may be
applied to reimburse the Trustee for its reasonable compensation and expenses
incurred prior to any payments to holders of Securities of such series (Section
6.05).

The right of any holder of any series of Securities to institute action for
any remedy (except such holder's right to enforce payment of the principal of,
premium, if any, and interest on such holder's Security when due) will be
subject to certain conditions precedent, including a request to the Trustee by
the holders of not less than 25% in principal amount of the Securities of that
series outstanding to take action, and an offer satisfactory to the Trustee of
security and indemnity against liabilities incurred by it in so doing (Section
6.07).

Defeasance. The following provisions of the Indenture are applicable to the
Exchange Notes. The Company (a) will be deemed to have paid and discharged the
entire indebtedness on all outstanding Exchange Notes ("defeasance and
discharge") or (b) will cease to be under any obligation (other than to pay when
due the principal of, premium, if any, and interest on the Exchange Notes) with
respect to the Notes ("covenant defeasance"), at any time prior to Maturity,
when the Company has deposited with the Trustee, in trust for the benefit of the
holders (i) funds sufficient to pay all sums due for principal of, premium, if
any, and interest on the Exchange Notes as they shall become due from time to
time, or (ii) such amount of direct obligations of, or obligations the payment
of which is unconditionally guaranteed by the full faith and credit of, the
United States of America, as will or will together with the income thereon
without consideration of any reinvestment thereof be sufficient to pay all sums
due for principal of, premium, if any, and interest on the Exchange Notes as
they shall become due from time to time. In addition to the foregoing, covenant
defeasance with respect to the Exchange Notes, but not defeasance and discharge,
is conditioned upon the Company's delivery to the Trustee of an opinion of
counsel to the effect that the holders of the Exchange Notes will have no
Federal income tax consequences as a result of such deposit. Upon defeasance and
discharge, the Indenture will cease to be of further effect with respect to the
Exchange Notes and the holders of Exchange Notes shall look only to the
deposited funds or obligations for payment. Upon covenant defeasance, however,
the Company will not be relieved of its obligation to pay when due principal of,
premium, if any, and interest on the Exchange Notes if not otherwise paid from
such deposited funds or obligations. Notwithstanding the foregoing, certain
obligations and rights under the Indenture with respect to compensation,
reimbursement and indemnification of the Trustee, optional redemption, mandatory
and optional sinking fund payments, if any, registration of transfer and
exchange of the Exchange Notes, replacement of mutilated, destroyed, lost or
stolen Exchange Notes and certain other administrative provisions will survive
defeasance and discharge and covenant defeasance (Sections 11.03 and 11.04).

Under current Federal income tax law, there is a substantial risk that the
defeasance and discharge contemplated in the preceding paragraph could be
treated as a taxable exchange of the Exchange Notes for an interest in the
trust. As a consequence, each holder of the Exchange Notes would recognize gain
or

<PAGE>

loss equal to the difference between the value of the holder's interest in the
trust and the holder's tax basis for the securities deemed exchanged.
Thereafter, each holder would be required to include in income his share of
any income, gain and loss recognized by the trust. Although a holder could be
subject to Federal income tax on the deemed exchange of the defeased Exchange
Notes for an interest in the trust, such holder would not receive any cash
until the maturity of such Exchange Notes. Prospective investors are urged to
consult their own tax advisors as to the specific consequences of a defeasance
and discharge, including the applicability and effect of tax laws other than
the Federal income tax law.

Concerning the Trustee. BNY (the Exchange Agent for the Exchange Offer) is
the Trustee under the Indenture. The Company has and may from time to time in
the future have banking relationships with the Trustee in the ordinary course of
business.

DESCRIPTION OF NOTES

The terms of the Notes are substantially identical in all respects
(including principal amount, interest rate and maturity) to the terms of the
Exchange Notes for which they may be exchanged pursuant to this Exchange Offer,
except that the Notes are not freely transferable by holders thereof and were
issued subject to certain covenants regarding registration as provided therein
and in the Registration Rights Agreement (which covenants will terminate and be
of no further force or effect upon completion of this Exchange Offer). See
"Registration Rights Agreement."

REGISTRATION RIGHTS AGREEMENT

Pursuant to the Registration Rights Agreement among the Company and Smith
Barney Inc., Bear, Stearns & Co. Inc., CS First Boston Corporation, Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan
Securities Inc., Morgan Stanley & Co. Incorporated, and Salomon Brothers Inc
(the "Initial Purchasers"), the Company agreed to file with the Commission and
use all reasonable efforts to cause to become effective a registration statement
(the "Exchange Offer Registration Statement") with respect to an issue of notes
identical in all material respects to, and entitled to substantially the same
benefits as, the Notes and, upon becoming effective, to offer the holders of the
Notes the opportunity to exchange their Notes for such notes. The Company
therefore is conducting the Exchange Offer. Under existing Commission
interpretations, the Exchange Notes would in general be freely transferable
after the Exchange Offer without further registration under the Securities Act.
If, due to a change in current interpretations by the Commission, the Company
would not be permitted to effect such Exchange Offer, the Registration Rights
Agreement provides that the Company would instead be required to file a
registration statement covering resales by the holders of Notes (a "Shelf
Registration Statement") and would use all reasonable efforts to cause such
Shelf Registration Statement to become effective and to keep such Shelf
Registration Statement effective for three years from the effective date
thereof. The Company shall, in the event of a shelf registration, provide to
each holder of the Notes copies of the prospectus and notify each such holder
when the Shelf Registration Statement has become effective. A holder that sells
Notes pursuant to a Shelf Registration Statement generally would be required to
be named as a selling security holder in the related prospectus, to deliver a
current prospectus to purchasers, and to indemnify the Company against
liabilities arising from misstatements or omissions

<PAGE>

relating to such holder contained in any such prospectus and would be subject to
certain of the civil liability provisions under the Securities Act in connection
with such sales.

Under the Registration Rights Agreement, the Company has agreed to use all
reasonable efforts to: (i) file the Exchange Offer Registration Statement or a
Shelf Registration Statement with the Commission as promptly as reasonably
practicable, (ii) have such Exchange Offer Registration Statement or a Shelf
Registration Statement declared effective by the Commission, and (iii) commence
the Exchange Offer and issue the Exchange Notes in exchange for all Notes
validly tendered in accordance with the terms of the Exchange Offer prior to the
close of the Exchange Offer, or, in the alternative, cause such Shelf
Registration Statement to remain effective for three years from the effective
date thereof.

If the Company fails to comply with the above provisions, additional
interest (the "Penalty Interest") shall be assessed on the Notes as follows:

(i) If an Exchange Offer Registration Statement or Shelf Registration
Statement is not filed within 60 days following December 8, 1995, the date
on which the Company delivered the Notes to the Initial Purchasers (the
"Closing Date"), then commencing on the 61st day after the Closing Date,
Penalty Interest shall be accrued on the Notes over and above the accrued
interest at a rate of .50% per annum for the first 90 days immediately
following the 60th day after the Closing Date, such Penalty Interest rate
increasing by an additional .25% per annum at the beginning of each
subsequent 90-day period.

(ii) If an Exchange Offer Registration Statement or Shelf Registration
Statement is filed pursuant to (i) above and is not declared effective
within 150 days following the Closing Date, then commencing on the 151st
day after the Closing Date, Penalty Interest shall be accrued on the Notes
over and above the accrued interest at a rate of .50% per annum for the
first 90 days immediately following the 150th day after the Closing Date,
such Penalty Interest rate increasing by an additional .25% per annum at
the beginning of each subsequent 90-day period; and

(iii) If either (A) the Company has not exchanged Exchange Notes for all
Notes validly tendered in accordance with the terms of the Exchange Offer
on or prior to 35 days after the date on which the Exchange Offer
Registration Statement was declared effective, or (B) if applicable, the
Shelf Registration Statement has been declared effective and such Shelf
Registration Statement ceases to be effective prior to three years from its
original effective date, then Penalty Interest shall be accrued on the
Notes over and above the accrued interest at a rate of .50% per annum for
the first 90 days immediately following (x) the 35th day after such
effective date, in the case of (A) above, or (y) the day such Shelf
Registration Statement ceases to be effective in the case of (B) above,
such Penalty Interest rate increasing by an additional .25% per annum at
the beginning of each subsequent 90-day period;

provided, however, the Penalty Interest rate on the Notes may not exceed 1.0%
per annum; and, provided, further, that (1) upon the filing of the Exchange
Offer Registration Statement or a Shelf Registration Statement (in the case of
(i) above), (2) upon the effectiveness of the Exchange Offer Registration
Statement or a Shelf Registration Statement (in the case of (ii) above), or (3)
upon the

<PAGE>

exchange of Exchange Notes for all Notes tendered or upon the effectiveness of
the Shelf Registration Statement which had ceased to remain effective prior to
three years from its original effective date (in the case of (iii) above),
Penalty Interest on the Notes as a result of such clause (i), (ii) or (iii)
shall cease to accrue. The interest rate applicable to the Notes, inclusive of
Penalty Interest, shall in no event exceed 7 1/4%. The Exchange Offer
Registration Statement was filed within the applicable time period.

Any amounts of Penalty Interest due pursuant to clauses (i), (ii) or (iii)
above will be payable in cash, on the same interest payment dates of the Notes.
The amount of Penalty Interest will be determined by multiplying the applicable
Penalty Interest rate by the principal amount of the Notes, multiplied by a
fraction, the numerator of which is the number of days such Penalty Interest
rate was applicable during such period (determined on the basis of a 360-day
year consisting of twelve 30-day months), and the denominator of which is 360.

Under the Registration Rights Agreement, the Company is entitled to close
the Exchange Offer provided that it has accepted all Notes theretofore validly
tendered in accordance with the terms of the Exchange Offer. Notes not tendered
in the Exchange Offer shall bear interest at the same rates as in effect at the
time of issuance of the Notes.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes certain United States federal income tax
consequences to holders resulting from the exchange of the Notes for the
Exchange Notes pursuant to the Exchange Offer and the ownership and disposition
of the Exchange Notes. This summary is based on the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations (including proposed and
temporary regulations) promulgated thereunder, rulings, official pronouncements
and judicial decisions, all as in effect on the date hereof and all of which are
subject to change, possibly with retroactive or different interpretations. This
summary addresses only the Notes and the Exchange Notes that are held as capital
assets. Moreover, it does not discuss all of the tax consequences that may be
relevant to the particular circumstances of a holder or to holders subject to
special rules, such as certain financial institutions, insurance companies,
dealers in securities and tax-exempt organizations. Holders acquiring the
Exchange Notes should consult their tax advisors with regard to the application
of the United States federal income tax laws to their particular situations as
well as any tax consequences arising under the laws of any state, local or
foreign taxing jurisdiction.

EXCHANGE OF NOTES

The exchange of the Notes for the Exchange Notes pursuant to the Exchange
Offer should not be a taxable event to the holder, and the holder should not
recognize any taxable gain or loss as a result of the exchange. Accordingly, a
holder's adjusted tax basis in the Exchange Notes should be the same as his
adjusted tax basis in the Notes exchanged therefor, and his holding period for
the Notes will be included in his holding period for the Exchange Notes. In
addition, to the extent that a holder acquired the Notes at a "market discount"
or with "amortizable bond premium," such discount or premium should generally
carry over to the Exchange Notes received in exchange for the Notes. Such
holders should consult their

<PAGE>

tax advisors regarding the United States federal income tax treatment of such
market discount and amortizable bond premium.

Interest paid on an Exchange Note will generally be taxable to a holder as
ordinary interest income in accordance with such holder's method of accounting
for United States federal income tax purposes.

Upon the sale, exchange or retirement of an Exchange Note, a holder will
generally recognize taxable gain or loss equal to the difference between the
amount realized on the sale, exchange or retirement (except to the extent such
amount is attributable to accrued interest, which is taxable as ordinary
interest income) and such holder's adjusted tax basis in such Exchange Note. A
holder's adjusted tax basis in an Exchange Note generally will equal the cost of
the Exchange Note to such holder. Such gain or loss will be capital gain or loss
and will be long-term capital or loss if the holder's holding period in the
Exchange Note is more than one year at the time of disposition.

BACKUP WITHHOLDING AND INFORMATION REPORTING ON EXCHANGE NOTES

Certain noncorporate holders generally will be subject to information
reporting and may be subject to backup withholding at a rate of 31% on payments
of principal, premium, if any, and interest on, and the proceeds of disposition
of, an Exchange Note. Backup withholding will apply only if the holder (a) fails
to furnish its Taxpayer Identification Number ("TIN") which, for an individual,
would be the holder's Social Security number, (b) furnishes an incorrect TIN,
(c) is notified by the Internal Revenue Service that it has failed to properly
report payments of interest and dividends or (d) under certain circumstances,
fails to certify, under penalty of perjury, that it has furnished a correct TIN
and has not been notified by the Internal Revenue Service that it is subject to
backup withholding for failure to report interest and dividend payments. Holders
should consult their tax advisors regarding their qualification for exemption
from backup withholding and the procedure for obtaining such an exemption if
applicable.

The amount of any backup withholding from a payment to a holder will be
allowed as a credit against such holder's United States federal income tax
liability and may entitle such holder to a refund, provided that the required
information is furnished to the Internal Revenue Service.

PLAN OF DISTRIBUTION

Based on a no-action letter issued by the staff of the Commission to a
third party, the Company believes that any broker-dealer who holds Notes
acquired for its own account as a result of market-making activities or other
trading activities, and who receives Exchange Notes in exchange for such Notes
pursuant to the Exchange Offer, may be deemed to be a statutory underwriter and,
in connection with any resale of such Exchange Notes, may be obligated to
deliver a prospectus meeting the requirements of the Securities Act. Each
broker-dealer that receives Exchange Notes for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with resales of such Exchange Notes. Accordingly, this Prospectus also may be
used after the Expiration Date by broker-dealers in connection with resales of
Exchange Notes that they receive in exchange for Notes acquired for their own
account as a result of market-making activities or other trading activities, to
the extent that a Prospectus is required to be delivered for that reason. The
Company has agreed that, for a period of 90

<PAGE>

days after the Expiration Date, it will make this Prospectus available to any
such broker-dealer for use in connection with any such resale.

The Company will not receive any proceeds from any sales of the Exchange
Notes by broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in
negotiated transactions at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or at negotiated prices. Any
such resale may be made directly to purchasers or to or through brokers or
dealers who may receive compensation in the form of commissions or concessions
from any such broker-dealer and/or the purchasers of any such Exchange Notes.
Any broker-dealer that resells the Exchange Notes that were received by it for
its own account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of the Exchange Notes and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

For a period of 90 days after the Expiration Date, the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal.

By acceptance of this Exchange Offer, each broker-dealer that receives
Exchange Notes pursuant to the Exchange Offer agrees that, upon receipt of
notice from the Company of the happening of any event which makes any statement
in the Prospectus untrue in any material respect or which requires the making of
any changes in the Prospectus in order to make the statements therein not
misleading (which notice the Company agrees to deliver promptly to such
broker-dealer), such broker-dealer will suspend use of the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement
or omission and, if necessary, has furnished copies of the amended or
supplemented Prospectus to such broker-dealer. If the Company shall give any
such notice to suspend the use of the Prospectus, it shall extend the 90-day
period referred to above by the number of days during the period from and
including the date of the giving of such notice to and including the date when
broker-dealers shall have received copies of the supplemented or amended
Prospectus necessary to permit resales of the Exchange Notes.

Smith Barney Inc., an indirect subsidiary of the Company ("Smith Barney"),
has indicated to the Company that it intends to effect offers and sales of the
Exchange Notes after the Expiration Date in market-making transactions at
negotiated prices related to prevailing market prices at the time of sale. Smith
Barney may act as principal or agent in such transactions. Smith Barney has no
obligation to make a market in the Exchange Notes and may discontinue its
market-making activities at any time without notice, at its sole discretion.

<PAGE>

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, incorporated or 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 and subsidiaries as of December 31, 1993 and 1992,
and for each of the years in the two-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 incorporated by reference herein) of Coopers & Lybrand L.L.P.,
independent accountants, and upon the authority of said firm as experts in
accounting and auditing. The combined financial statements as of and for the
year ended December 31, 1994 of The Aetna Casualty and Surety Company and The
Standard Fire Insurance Company and their subsidiaries included in the
Company's Current Report on Form 8-K dated January 19, 1996, as amended, have
been incorporated by reference herein, in reliance upon the report (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.

ERISA MATTERS

By virtue of the Company's affiliation with certain of its subsidiaries,
including insurance company subsidiaries and Smith Barney, that provide services
to many employee benefit plans, including investment advisory and asset
management services, the Company and any direct or indirect subsidiary of the
Company may each be considered a "party in interest" within the meaning of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and a
"disqualified person" under corresponding provisions of the Internal Revenue
Code of 1986 (the "Code"), with respect to such employee benefit plans.
"Prohibited transactions" within the meaning of ERISA and the Code may result if
the Notes are acquired by an employee benefit plan with respect to which the
Company or any direct or indirect subsidiary of the Company is a party in
interest, unless such securities are acquired pursuant to an applicable
exemption. Any employee benefit plan or other entity subject to such provisions
of ERISA or the Code proposing to acquire the Notes should consult with its
legal counsel.

LEGAL MATTERS

The validity of the Exchange Notes will be passed upon for the Company by
Charles O. Prince, III, Esq., General Counsel of the Company, Travelers Group
Inc., 388 Greenwich Street, New York,

<PAGE>

New York 10013. Mr. Prince, Executive 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.

No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus or the documents incorporated by reference herein, in connection with
the offering contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus shall not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered hereby in any
state to any person to whom it is unlawful to make such offer or solicitation in
such state. The delivery of this Prospectus does not imply that the information
herein is correct as of any time subsequent to the date hereof.

EXCHANGE AGENT

By Hand/Express Mail: The Bank of New York
101 Barclay Street (7 East)
Reorganization Section
Corporate Trust Services Window
New York, NY 10286
Attention: Robert Miller

By Facsimile: (212) 571-3080

By Telephone: (212) 815-6331 (Call Collect)

By Mail: The Bank of New York
101 Barclay Street (7 East)
Reorganization Section
New York, NY 10286
Attention: Robert Miller

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the General Corporation Law of the State of
Delaware (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 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, or suit by or in the right of the
corporation to procure a judgment 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 indemnification 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 indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

Section 145 of the DGCL 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 not 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.

II-1

<PAGE>

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, subject to certain exceptions,
liabilities under the federal securities laws. 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 or 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 TENTH of the
Company's Certificate of Incorporation limits the liability of directors to the
fullest extent permitted by Section 102(b)(7).

Item 21. Exhibits.

3.01 Restated Certificate of Incorporation of Travelers Group Inc.
(formerly The Travelers Inc.)(the "Company"), Certificate of
Designation of Cumulative Adjustable Rate Preferred Stock, Series Y,
and Certificate of Amendment to the Restated Certificate of Amendment,
incorporated by reference to Exhibit 3.01 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1995
(File No. 1-9924).

3.02 By-laws of the Company, as amended through January 24, 1996.

4.01 Indenture, dated as of March 15, 1987 between Primerica Corporation, a
New Jersey corporation ("old Primerica") and The Bank of New York, as
Trustee (the "Trustee"), incorporated by reference to Exhibit 4.01 to
the Registrant's Registration Statement on Form S-3 (File No. 33-
55542).

4.02 First Supplemental Indenture, dated as of December 15, 1988, among old
Primerica, Primerica Holdings, Inc. ("Primerica Holdings") and the
Trustee, incorporated by reference to Exhibit 4.02 to the Registrant's
Registration Statement on Form S-3 (File No. 33-55542).

4.03 Second Supplemental Indenture, dated as of January 31, 1991, between
Primerica Holdings and the Trustee, incorporated by reference to
Exhibit 4.03 to the Registrant's Registration Statement on Form S-3
(File No. 33-55542).

4.04 Third Supplemental Indenture, dated as of December 9, 1992, among
Primerica Holdings, the Company and the Trustee, incorporated by
reference to Exhibit 5 to the Registrant's Form 8-A dated December 21,
1992 with respect to its 7 3/4% Notes Due June 15, 1999 (File No. 1-
9924).

5.01 Opinion of Counsel as to legality of securities being registered.

12.01 Computation of ratio of earnings to fixed charges, incorporated by
reference to Exhibit 12.01 to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1994, and Exhibit 12.01 to
the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1995 (File No. 1-9924).

23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.

23.02 Consent of Coopers & Lybrand, L.L.P., Independent Accountants.

II-2

<PAGE>

23.03 Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants.

23.04 Consent of Counsel (included in Exhibit 5.01).

24.01 Powers of Attorney of certain directors of the Company.

25.01 Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of The Bank of New York, Trustee (bound separately).

28.01 Information from Reports Furnished to State Insurance Regulatory
Authorities. Schedule P of the Combined Annual Statement of The
Travelers Insurance Group Inc. and its affiliated property and
casualty insurers incorporated by reference to Exhibit 28.01 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as amended (File No. 1-9924).

99.01 Form of Letter of Transmittal.

99.02 Form of Notice of Guaranteed Delivery.

99.03 Form of Exchange Agent Agreement.

Item 22. Undertakings.

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated 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.

(b) Insofar as indemnification for liabilities arising under the Securities Act
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 Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(1) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one
business day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes information

II-3

<PAGE>

contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

(2) To supply by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein, that was not the
subject of and included in the registration statement when it became effective.

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
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, this 6th day of February, 1996.

TRAVELERS GROUP INC.
(Registrant)

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

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 6th day of February, 1996.

Signature Capacity
--------- --------

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

/s/ Heidi G. Miller Senior Vice President and
- ------------------------------ Chief Financial Officer
Heidi G. Miller (Principal Financial Officer)

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

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

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

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

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

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

II-5

<PAGE>

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

/s/ James Dimon
- ------------------------------
James Dimon Director

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

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

*
- ------------------------------
Ann Dibble Jordan Director

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

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

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

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

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

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

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

* By: /s/ James Dimon
-----------------------
James Dimon
Attorney-in-fact

II-6

<PAGE>

<TABLE><CAPTION>
EXHIBIT INDEX
Filing
Exhibit No. Description Method
- ----------- ----------- ------
<S> <C> <C>
3.01 Restated Certificate of Incorporation of Travelers Group
Inc. (formerly The Travelers Inc.)(the "Company"),
Certificate of Designation of Cumulative Adjustable Rate
Preferred Stock, Series Y, and Certificate of Amendment to
the Restated Certificate of Amendment, incorporated by
reference to Exhibit 3.01 to the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 1995
(File No. 1-9924).

3.02 By-laws of the Company, as amended through January 24, 1996. Electronic

4.01 Indenture, dated as of March 15, 1987 between Primerica
Corporation, a New Jersey corporation ("old Primerica")
and The Bank of New York, as Trustee (the "Trustee"),
incorporated by reference to Exhibit 4.01 to the
Registrant's Registration Statement on Form S-3 (File
No. 33-55542).

4.02 First Supplemental Indenture, dated as of December 15,
1988, among old Primerica, Primerica Holdings, Inc.
("Primerica Holdings") and the Trustee, incorporated by
reference to Exhibit 4.02 to the Registrant's
Registration Statement on Form S-3 (File No. 33-55542).

4.03 Second Supplemental Indenture, dated as of January 31,
1991, between Primerica Holdings and the Trustee,
incorporated by reference to Exhibit 4.03 to the
Registrant's Registration Statement on Form S-3 (File
No. 33-55542).

4.04 Third Supplemental Indenture, dated as of December 9,
1992, among Primerica Holdings, the Company and the
Trustee, incorporated by reference to Exhibit 5 to the
Registrant's Form 8-A dated December 21, 1992 with
respect to its 7 3/4% Notes Due June 15, 1999 (File No. 1-
9924).

5.01 Opinion of Counsel as to legality of securities being Electronic
registered.

12.01 Computation of ratio of earnings to fixed charges,
incorporated by reference to Exhibit 12.01 to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, and Exhibit
12.01 to the Registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended September
30, 1995 (File No. 1-9924).

23.01 Consent of KPMG Peat Marwick LLP, Independent Electronic
Certified Public Accountants.

23.02 Consent of Coopers & Lybrand, L.L.P., Independent Electronic
Accountants.

23.03 Consent of KPMG Peat Marwick LLP, Independent Electronic
Certified Public Accountants.

23.04 Consent of Counsel (included in Exhibit 5.01).

24.01 Powers of Attorney of certain directors of the Company. Electronic

25.01 Form T-1, Statement of Eligibility under the Trust Electronic
Indenture Act of 1939 of The Bank of New York,
Trustee (bound separately).

28.01 Information from Reports Furnished to State
Insurance Regulatory Authorities. Schedule P of
the Combined Annual Statement of The Travelers
Insurance Group Inc. and its affiliated property
and casualty insurers incorporated by reference to
Exhibit 28.01 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31,
1994, as amended (File No. 1-9924).

99.01 Form of Letter of Transmittal. Electronic

99.02 Form of Notice of Guaranteed Delivery. Electronic

99.03 Form of Exchange Agent Agreement. Electronic

</TABLE>

Exhibit 3.02

BY-LAWS
OF
TRAVELERS GROUP INC.

ARTICLE I
LOCATION

SECTION 1. The location of the registered office of
the Company in Delaware shall be in the City of Wilmington,
County of New Castle, State of Delaware.

SECTION 2. The Company shall, in addition to the
registered office in the State of Delaware, establish and
maintain an office within or without the State of Delaware or
offices in such other places as the Board of Directors may from
time to time find necessary or desirable.

ARTICLE II
CORPORATE SEAL

SECTION 1. The corporate seal of the Company shall
have inscribed thereon the name of the Company and the year of
its creation (1988) and the words "Incorporated Delaware."

ARTICLE III
MEETINGS OF STOCKHOLDERS

SECTION 1. The annual meeting of the stockholders, or
any special meeting thereof, shall be held either in the City of
Baltimore, State of Maryland, or at such other place as may be
designated by the Board of Directors or by the Executive
Committee, or by the officer or group of Directors calling any
special meeting.

SECTION 2. Stockholders entitled to vote may vote at
all meetings either in person or by proxy in writing. All
proxies shall be filed with the Secretary of the meeting before
being voted upon.

<PAGE>

SECTION 3. A majority in amount of the stock issued,
outstanding and entitled to vote represented by the holders in
person or by proxy shall be requisite at all meetings to
constitute a quorum for the election of Directors or for the
transaction of other business except as otherwise provided by
law, by the Certificate of Incorporation or by these By-laws. If
at any annual or special meeting of the stockholders, a quorum
shall fail to attend, a majority in interest attending in person
or by proxy may adjourn the meeting from time to time, not
exceeding sixty days in all, without notice other than by
announcement at the meeting (except as otherwise provided herein)
until a quorum shall attend and thereupon any business may be
transacted which might have been transacted at the meeting
originally called had the same been held at the time so called.
If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

SECTION 4. The annual meeting of the stockholders
shall be held on such date and at such time as the Board of
Directors or the Executive Committee may determine by resolution.
Except as otherwise set forth in the Certificate of Incorporation
of the Company, each holder of voting stock shall be entitled to
one vote for each share of such stock standing registered in his
or her name. All annual meetings shall be general meetings.

SECTION 5. The business to be transacted at the annual
meeting shall include the election of Directors, consideration
and action upon the reports of officers and Directors, the acts,
contracts, transactions and proceedings of the officers,
Directors, Executive Committee, and all other Committees of the
Board and any other matters within the power of the Company which
may be brought before the meeting.

SECTION 6. Notice of the annual meeting shall be
mailed by the Secretary to each stockholder entitled to vote, at
his or her last known post office address, at least ten days but
not more than sixty days prior to the meeting.

SECTION 7. Special meetings of the stockholders may be
called by the Chairman of the Board. A special meeting shall be
called at the request, in writing, of a majority of the Board of
Directors or of the Executive Committee, or by the vote of the
Board of Directors or of the Executive Committee.

SECTION 8. Notice of each special meeting, indicating
briefly the object or objects thereof, shall be mailed by the
Secretary to each stockholder entitled to vote at his or her last
known post office address, at least ten days but not more than
sixty days prior to the meeting.

- 2 -

<PAGE>

SECTION 9. If the entire Board of Directors becomes
vacant, any stockholder may call a special meeting in the same
manner that the Chairman of the Board may call such meeting, and
Directors for the unexpired term may be elected at said special
meeting in the manner provided for their election at annual
meetings.

ARTICLE IV
DIRECTORS

SECTION 1. The affairs, property and business of the
Company shall be managed and controlled by a Board of Directors,
with the exact number of directors to be determined from time to
time by resolution adopted by affirmative vote of a majority of
the entire Board of Directors. The directors shall be divided
into three classes, designated Class I, Class II and Class III,
as provided in the Certificate of Incorporation of the Company.
The election and term of directors shall be as provided in the
Certificate of Incorporation, as amended, from time to time.

SECTION 2. Vacancies in the Board of Directors shall
be filled as provided in the Certificate of Incorporation of the
Company, as amended from time to time.

ARTICLE V
POWERS OF THE DIRECTORS

SECTION 1. The Board of Directors shall have the
management of the business of the Company, and, in addition to
the powers and authorities by these By-laws expressly conferred
upon them, may exercise all such powers and do all such acts and
things, as may be exercised or done by the Company, but subject,
nevertheless, to the provisions of the laws of the State of
Delaware, of the Certificate of Incorporation and of these By-
laws.

SECTION 2. The Directors and members of the Executive
Committee and other committees appointed by the Board of
Directors or by the Executive Committee as such shall not receive
any stated salary for their services except where authorized by
the Board of Directors, but, by resolution of the Board, a fixed
sum and reasonable expenses may be allowed for attendance at each
regular or special meeting, provided nothing herein contained
shall be construed to preclude a Director or member of a
committee from serving in any other capacity and receiving
compensation therefor, but if he shall serve as an officer or
employee of the Company or of any subsidiary company, receiving a
salary, he shall be paid the actual expenses for attending
meetings, but no other sums, except by the express order of the
Board of Directors.

- 3 -

<PAGE>

SECTION 3. The Company shall indemnify, to the fullest
extent permissible under the General Corporation Law of the State
of Delaware, or the indemnification provisions of any successor
statute, any person, and the heirs and personal representatives
of such person, against any and all judgments, fines, amounts
paid in settlement and costs and expenses, including attorneys'
fees, actually and reasonably incurred by or imposed upon such
person in connection with, or resulting from any claim, action,
suit or proceeding (civil, criminal, administrative or
investigative) in which such person is a party or is threatened
to be made a party by reason of such person being or having been
a director, officer or employee of the Company, or of another
corporation, joint venture, trust or other organization in which
such person serves as a director, officer, employee or agent at
the request of the Company, or by reason of such person being or
having been an administrator or a member of any board or
committee of this Company or of any such other organization,
including, but not limited to, any administrator, board or
committee related to any employee benefit plan.

The Company may advance expenses incurred in defending
a civil or criminal action, suit or proceeding to any such
director, officer, employee or agent upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount, if it shall ultimately be determined
that such person is not entitled to indemnification by the
Company.

The foregoing right of indemnification and advancement
of expenses shall in no way be exclusive of any other rights of
indemnification to which any such person may be entitled, under
any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall inure to the benefit of the
heirs and personal representatives of such person.

SECTION 4. Each Director and officer and each member
of any committee designated by the Board of Directors shall, in
the performance of his duties, be fully protected in relying in
good faith upon the books of account or other records of the
Company or of any of its subsidiaries, or upon reports made to
the Company or any of its subsidiaries by any officer of the
Company or of a subsidiary or by an independent certified public
accountant or by an appraiser selected with reasonable care by
the Board of Directors or by any such committee.

- 4 -

<PAGE>

ARTICLE VI
MEETINGS OF THE DIRECTORS

SECTION 1. The Board of Directors shall meet as soon
as convenient after the annual meeting of stockholders in the
City of Baltimore, State of Maryland, or at such other place as
may be designated by the Board of Directors or the Executive
Committee, for the purpose of organization and the transaction of
any other business which may properly come before the meeting.

SECTION 2. Regular meetings of the Directors may be
held without notice at such time and place as may be determined
from time to time by resolution of the Board.

SECTION 3. One-third of the total number of Directors
shall constitute a quorum except when the Board of Directors
consists of one Director, then one Director shall constitute a
quorum for the transaction of business, but the Directors
present, though fewer than a quorum, may adjourn the meeting to
another day. The vote of the majority of the Directors present
at a meeting at which a quorum is present shall be the act of the
Board of Directors.

SECTION 4. Special meetings of the Board may be called
by the Board, the Executive Committee or the Chairman of the
Board , on one day's notice, or other reasonable notice, to each
Director, either personally, by mail or by wire, and may be held
at such time as the Board of Directors, the Executive Committee
or the officer calling said meeting may determine. Special
meetings may be called in like manner on the request in writing
of three Directors. If the Board of Directors or the Executive
Committee so determine, such special meetings may be held at some
place other than at the office of the Company in the City of
Baltimore.

SECTION 5. In the absence of both the Secretary and an
Assistant Secretary, the Board of Directors shall appoint a
secretary to record all votes and the minutes of its proceedings.

SECTION 6. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if a written
consent to such action be signed by all of the members of the
Board of Directors or committee as the case may be, and such
written consent be filed with the minutes of the proceedings of
the Board of Directors or such committee.

- 5 -

<PAGE>

ARTICLE VII
STANDING COMMITTEES

SECTION 1. The Board of Directors may designate from
their number standing committees and may invest them with all
their own powers, except as otherwise provided in the General
Corporation Law of the State of Delaware, subject to such
conditions as they may prescribe, and all committees so appointed
shall keep regular minutes of their transactions and shall cause
them to be recorded in books kept for that purpose in the office
of the Company, and shall report the same to the Board of
Directors at their regular meeting.

ARTICLE VIII
EXECUTIVE COMMITTEE

SECTION 1. The Board of Directors may designate an
Executive Committee of not more than ten nor fewer than two
persons from among their own number. One-third of the members of
the Executive Committee shall constitute a quorum except when the
Executive Committee consists of two, then one member shall
constitute a quorum. Any vacancy on the Executive Committee
shall be filled by the Board of Directors.

SECTION 2. The Executive Committee shall exercise all
powers of the Board of Directors between the meetings of said
Board except as otherwise provided in the General Corporation Law
of the State of Delaware. No action of the Executive Committee
shall become operative unless it has the affirmative vote of at
least a majority of the members of the Executive Committee
present and voting.

SECTION 3. Regular meetings of the Executive Committee
shall be held without notice at such time and place as may be
determined from time to time by resolution of the Executive
Committee. Special meetings of the Executive Committee may be
called at any time upon one day's notice, or other reasonable
notice, either personally, by mail or by wire, by the Chairman of
the Board, the Chairman of the Executive Committee, or by any two
members of the Executive Committee.

SECTION 4. In the absence of both the Secretary and an
Assistant Secretary, the Executive Committee shall appoint a
secretary who shall keep regular minutes of the actions of the
said Committee and report the same to the Board of Directors,
which thereupon shall take action thereon.

SECTION 5. The Board of Directors may designate from
the members of the Executive Committee a Chairman of the
Executive Committee. If the Board of Directors should not make
such designation, the Executive Committee may designate a
Chairman of the Executive Committee.

- 6 -

<PAGE>

ARTICLE IX
OFFICERS OF THE COMPANY

SECTION 1. The officers of the Company shall consist
of a Chairman of the Board of Directors, a President, one or more
Vice Presidents, a Controller, a Secretary and a Treasurer.
There also may be such other officers and assistant officers as,
from time to time, may be elected or appointed by the Board of
Directors or by the Executive Committee.

ARTICLE X
OFFICERS - HOW CHOSEN

SECTION 1. At the first meeting after the annual
meeting of stockholders, the Directors shall elect annually from
among their own number a Chairman of the Board and a President.
They shall also elect the several Vice Presidents, a Controller,
a Secretary and a Treasurer, to hold office for one year or until
others are elected and qualify in their stead or until their
earlier resignation or removal.

SECTION 2. The Directors or the Executive Committee
shall also elect or appoint such other officers and assistant
officers as from time to time they may determine, and who shall
hold office during the pleasure of the Board or of the Executive
Committee.

ARTICLE XI
CHAIRMAN OF THE BOARD

SECTION 1. The Chairman of the Board shall be the
Chief Executive Officer of the Company, and shall have general
supervision and direction over the business and policies of the
Company, and over all the other officers of the Company and shall
see that their duties are properly performed. He shall have all
the powers conferred upon the President by these By-laws, except
such as by the laws of the State of Delaware can be exercised
only by the President or a Vice President.

SECTION 2. He shall be ex-officio a member of all
standing committees, shall have the general powers and duties of
the direction, supervision and management usually vested in the
Chief Executive Officer of a corporation, and shall preside at
all meetings of the Board of Directors. He shall see that all
orders and resolutions of the Board of Directors and Executive
Committee are carried into effect.

- 7 -

<PAGE>

SECTION 3. He shall submit reports of the current
operations of the Company to the Board of Directors and Executive
Committee at their regular meetings, and annual reports to the
stockholders.

ARTICLE XII
PRESIDENT

SECTION 1. The President shall be the Chief Operating
Officer of the Company, and, if the President shall not also be
the Chairman of the Board, shall be subordinate to the Chairman
of the Board, shall have general supervision and direction over
the business and policies of the Company, and over all the other
officers of the Company, and shall see that their duties are
properly performed.

SECTION 2. The President shall preside at all meetings
of the Board of Directors in the absence of the Chairman of the
Board.

SECTION 3. The President shall be ex-officio a member
of all standing committees, and, in the absence of the Chairman
of the Board, shall have the general powers and duties of the
Chairman of the Board and of the supervision, direction and
management usually vested in the office of a president or chief
executive officer of a corporation.

ARTICLE XIII
VICE PRESIDENTS

SECTION 1. Each Vice President shall have such powers
and perform such duties as may be assigned to him by the Board of
Directors or Executive Committee, or, subject to Section 2 of
Article XVII, by the Chairman of the Board or the President. The
Board of Directors may add to the title of any Vice President
such distinguishing designation as may be deemed desirable, which
designation may reflect seniority, duties, or responsibilities of
such Vice President. In the absence of the President, any Vice
President designated by the Chairman of the Board may perform the
duties and exercise the powers of the President.

- 8 -

<PAGE>

ARTICLE XIV
CONTROLLER

SECTION 1. The Controller shall have charge of and
supervise all accounting matters, the preparation of all
accounting reports and statistics of the Company and its
subsidiaries, and shall perform the duties usually incident to
the office of the Controller. He shall submit such reports and
records to the Board of Directors or the Executive Committee as
may be requested by them, or by the Chairman of the Board or by
the President.

ARTICLE XV
SECRETARY

SECTION 1. The Secretary shall attend all sessions of
the Board of Directors and of the Executive Committee, and act as
clerk thereof and record all votes and the minutes of all
proceedings in a book to be kept for that purpose, and shall
perform like duties for the Standing Committees when required.

SECTION 2. He shall see that proper notice is given of
all meetings of the stockholders of the Company, of the Board of
Directors and of the Executive Committee. In his absence, or in
case of his failure or inability to act, an Assistant Secretary
or a secretary pro-tempore shall perform his duties and such
other duties as may be prescribed by the Board of Directors.

SECTION 3. He shall keep account of certificates of
stock or other receipts and securities representing an interest
in or to the capital of the Company, transferred and registered
in such form and manner and under such regulations as the Board
of Directors may prescribe.

SECTION 4. He shall keep in safe custody the
contracts, books and such corporate records as are not otherwise
provided for, and the seal of the Company. He shall affix the
seal to any instrument requiring the same and the seal, when so
affixed, shall be attested by the signature of the Secretary, an
Assistant Secretary, Treasurer or an Assistant Treasurer.

- 9 -

<PAGE>

ARTICLE XVI
TREASURER

SECTION 1. The Treasurer shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
Company and shall deposit all money in the name of, for the
account of or to the credit of the Company in such depositories
as may be designated by the Board of Directors or by the
Executive Committee, and shall keep all securities and other
valuable effects in a safe place designated by the Board of
Directors or the Executive Committee.

SECTION 2. He shall perform such other duties as the
Board of Directors or the Executive Committee may from time to
time prescribe or require.

ARTICLE XVII
DUTIES OF OFFICERS

SECTION 1. In addition to the duties specifically
enumerated in the By-laws, all officers and assistant officers of
the Company shall perform such other duties as may be assigned to
them from time to time by the Board of Directors, the Executive
Committee, or by their superior officers.

SECTION 2. The Board of Directors or Executive
Committee may change the powers or duties of any officer or
assistant officer, or delegate the same to any other officer,
assistant officer or person.

SECTION 3. Every officer and assistant officer of the
Company shall from time to time report to the Board of Directors,
the Executive Committee or to his superior officers all matters
within his knowledge which the interests of the Company may
require to be brought to their notice.

ARTICLE XVIII
CERTIFICATES OF STOCK, SECURITIES, NOTES, ETC.

SECTION 1. Certificates of stock, or other receipts
and securities representing an interest in or to the capital of
the Company, shall bear the signature of the Chairman of the
Board, the President or any Vice President and bear the
countersignature of the Secretary or any Assistant Secretary or
the Treasurer or any Assistant Treasurer.

- 10 -

<PAGE>

SECTION 2. Nothing in this Article XVIII shall be
construed to limit the right of the Company, by resolution of its
Board of Directors or Executive Committee, to authorize, under
such conditions as such Board or Committee may determine, the
facsimile signature by any properly authorized officer of any
instrument or document that said Board of Directors or Executive
Committee may determine.

SECTION 3. In case any officer, transfer agent or
registrar who shall have signed or whose facsimile signature
shall have been used on any certificates of stock, notes or
securities shall cease to be such officer, transfer agent or
registrar of this Company, whether because of death, resignation
or otherwise, before the same shall have been issued by this
Company, such certificates of stock, notes and securities may
nevertheless be adopted by this Company and be issued and
delivered as though the person or persons who signed the same or
whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer, transfer agent or
registrar of this Company, and such adoption of said certificates
of stock, notes and securities shall be evidenced by a resolution
of the Board of Directors or Executive Committee to that effect.

SECTION 4. All transfers of the stock of the Company
shall be made upon the books of the Company by the owners of the
shares in person or by their legal representatives.

SECTION 5. Certificates of stock shall be surrendered
and canceled at the time of transfer.

SECTION 6. The Company shall be entitled to treat the
holder of record of any share or shares of stock as the holder in
fact thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by
the laws of the State of Delaware.

SECTION 7. In the case of a loss or the destruction of
a certificate of stock, another may be issued in its place upon
satisfactory proof of such loss or destruction and the giving of
a bond of indemnity, unless waived, approved by the Board of
Directors or by the Executive Committee.

- 11 -

<PAGE>

ARTICLE XIX
CHECKS, LOANS, COMMERCIAL PAPER, CONTRACTS, ETC.

SECTION 1. Any two of the following officers who are
authorized by the Board of Directors or Executive Committee, to
wit, the Chairman of the Board, the President, the Vice
Presidents, the Secretary or the Treasurer, not being the same
person, or any of them together with an Assistant Vice President,
an Assistant Secretary or an Assistant Treasurer, shall have the
authority to sign and execute on behalf of the Company as maker,
drawer, acceptor, guarantor, endorser, assignor or otherwise, all
notes, collateral trust notes, debentures, drafts, bills of
exchange, acceptances, securities and commercial paper of all
kinds.

SECTION 2. The Chairman of the Board, the President,
any Vice President, the Secretary, the Treasurer or any other
person, when such officer or other person is authorized by the
Board of Directors or Executive Committee, shall have authority,
on behalf of and for the account of the Company, (a) to borrow
money against duly executed obligations of the Company; (b) to
sell, discount or otherwise dispose of notes, collateral trust
notes, debentures, drafts, bills of exchange, acceptances,
securities, obligations of the Company and commercial paper of
all kinds; (c) to sign orders for the transfer of money to
affiliated or subsidiary companies, and (d) to execute contracts.

SECTION 3. The Board of Directors or the Executive
Committee may either in the absence of any of said officers or
persons, or for any other reason, appoint some other officer or
some other person to exercise the powers and discharge the duties
of such officer or person under this Article, and the officer or
person so appointed shall have all the power and authority hereby
conferred upon the officer for whom he may be appointed so to
act.

SECTION 4. Commercial paper, in the form of short term
promissory notes, of the Company issued by arrangement with a
bank duly authorized by the Board of Directors or Executive
Committee of this Company shall be issued under the manual
signature of one of the officers of the Company and manually co-
signed on behalf of the Company by an employee of the bank
approved by the Company; provided however, that the Board of
Directors or Executive Committee may, by resolution, provide,
with such protective measures as they may prescribe, that, in
lieu of the manual signature of an officer of this Company on any
such commercial paper of the Company issued by an authorized bank
as aforesaid, the facsimile signature of an officer of this
Company may be used thereon, and said facsimile signature, when
placed thereon, shall have the same effect as though said
commercial paper had been manually signed by an officer of this
Company.

- 12 -

<PAGE>

ARTICLE XX
FISCAL YEAR

SECTION 1. The fiscal year of the Company shall begin
the first day of January and terminate on the thirty-first day of
December in each year.

ARTICLE XXI
NOTICE

SECTION 1. Whenever under the provisions of the laws
of the State of Delaware or these By-laws notice is required to
be given to any Director, member of the Executive Committee,
officer or stockholder, it shall not be construed to mean
personal notice, but such notice may be given by wire or in
writing by depositing the same in the post office or letter box
in a post paid, sealed wrapper, addressed to such Director,
member of the Executive Committee, officer or stockholder at his
or her address as the same appears in the books of the Company;
and the time when the same shall be mailed shall be deemed to be
the time of the giving of such notice.

ARTICLE XXII
WAIVER OF NOTICE

SECTION 1. Any stockholder, Director or member of the
Executive Committee may waive in writing any notice required to
be given under these By-laws.

ARTICLE XXIII
AMENDMENT OF BY-LAWS

SECTION 1. The Board of Directors, at any meeting, may
alter or amend these By-laws, and any alteration or amendments so
made may be repealed by the Board of Directors or by the
stockholders at any meeting duly called.

- 13 -

Exhibit 5.01

February 6, 1996

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

Ladies and Gentlemen:

I am Executive Vice President, General Counsel and Corporate Secretary
of Travelers Group Inc., a Delaware corporation (the "Company"). I refer to the
proposed registration by the Company under the Securities Act of 1933, as
amended (the "Act") of $100,000,000 aggregate principal amount of the Company's
proposed securities (the "Securities"), under a registration statement on Form
S-4, to be filed on or about the date hereof (the "Registration Statement").

I, or attorneys under my supervision, have examined and am familiar
with originals, or copies certified or otherwise identified to my satisfaction,
of such corporate records of the Company, certificates or documents as I have
deemed appropriate as a basis for the opinions expressed below. 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 or photostatic copies and the authenticity of the originals of
such copies.

Based upon the foregoing, I am of the opinion that:

1. The Company is a duly organized and existing corporation under
the laws of the State of Delaware.

2. Assuming the taking of appropriate further corporate action by the
Company, the effectiveness of the Registration Statement under the Act, the due
execution and delivery of the Securities on behalf of the Company, the due
authentication of the Securities by The Bank of New York, as Trustee (the
"Trustee") under the Indenture dated as of March 15, 1987, between Primerica
Corporation, a New Jersey corporation, formerly known as American Can Company
("old Primerica"), and the Trustee, as amended by the First Supplemental
Indenture, dated as of December 15, 1988, among old Primerica, Primerica
Holdings, Inc. ("Holdings") and the Trustee, the Second Supplemental Indenture,
dated as of January 31, 1991, between Holdings and the Trustee and the Third
Supplemental Indenture dated as of December 9, 1992 among Holdings, the Company
(formerly known as Primerica Corporation) and the Trustee (as supplemented, the
"Indenture"), or any successor Trustee under the Indenture, the consummation of
the exchange offer and the delivery of the Securities in accordance with the
terms set forth in

<PAGE>

Travelers Group Inc.
February 6, 1996
Page 2

the Registration Statement, the Securities will thereupon be legal, valid and
binding obligations of the Company and will be entitled to the benefits of such
Indenture.

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 New York.

I consent to the use of this opinion in the Registration Statement and
to the reference to my name in the Prospectus constituting a part of such
Registration Statement under the heading "Legal Matters." In giving such
consent, I do not thereby admit that I come within the category of persons whose
consent is required under Section 7 of the Act, or the rules and regulations of
the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Charles O. Prince, III

Exhibit 23.01

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-4 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 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.

/s/ KPMG Peat Marwick LLP

New York, New York
February 6 , 1996

Exhibit 23.02

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors of
Travelers Group Inc.:

We consent to the incorporation by reference in the Registration Statement of
Travelers Group Inc. (the "Company") on Form S-4, 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 two 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, 1994, and includes an explanatory paragraph
referring to changes in the method of accounting 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. We
also consent to the reference to our Firm as "Experts" in accounting and
auditing.

/s/ COOPERS & LYBRAND L.L.P.

COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
February 6, 1996

Exhibit 23.03

Consent of Independent Certified Public Accountants
---------------------------------------------------

The Board of Directors
Aetna Life and Casualty Company:

We consent to the use of our report dated February 7, 1995, except as to Note
16, which is as of December 6, 1995, with respect to the combined balance sheet
of The Aetna Casualty and Surety Company and The Standard Fire Insurance Company
and their subsidiaries as of December 31, 1994, and the related combined
statements of income, shareholder's equity and cash flows for the year then
ended, which report appears in the Current Report on Form 8-K filed by Travelers
Group Inc. ("Travelers") on January 19, 1996, as amended by the Current Report
on Form 8-K/A-1 filed on February 6, 1996, incorporated by reference in the
registration statement of Travelers on Form S-4 relating to Travelers' offer to
exchange up to $100,000,000 in aggregate principal amount of its 6 1/4% Notes
due December 1, 2005 which have been registered under the Securities Act for any
and all of its outstanding 6 1/4% Notes due December 1, 2005.

We consent to the reference to our firm under the heading "Experts" in the
registration statement of Travelers on Form S-4.

/s/ KPMG Peat Marwick LLP

Hartford, Connecticut
February 6, 1996

Exhibit 24.01

POWER OF ATTORNEY

(FORM S-4)

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 debt securities of the
Company (the "Securities") to be offered by the Company in exchange for certain
outstanding debt securities of the Company, including pursuant to a delayed or
continuous offering under Rule 415 of said Act, 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, Registration
Statements on Form S-4 or other appropriate form in respect of the registration
of all or any part of the Securities and any and all amendments thereto,
including pre-effective and/or 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
Statements 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 Securities under the securities laws of any of the several
States; and the undersigned does hereby ratify all that said attorneys-in-fact
or agents, of any of them, shall do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd
day of December, 1995.

/s/ Kenneth J. Bialkin
---------------------------
Kenneth J. Bialkin

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this
6th day of February, 1996

/s/ Edward H. Budd
---------------------------
Edward H. Budd

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this
21st day of December, 1995

/s/ Joseph A. Califano, Jr.
---------------------------
Joseph A. Califano, Jr.

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd
day of December, 1995

/s/ Douglas D. Danforth
---------------------------
Douglas D. Danforth

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this
22nd day of December, 1995.

/s/ Robert F. Daniell
---------------------------
Robert F. Daniell

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this
24th day of December, 1995.

/s/ Leslie B. Disharoon
---------------------------
Leslie B. Disharoon

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this 27th
day of December, 1995.

/s/ Gerald R. Ford
---------------------------
Gerald R. Ford

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this
6th day of February, 1996.

/s/ Ann Dibble Jordan
---------------------------
Ann Dibble Jordan

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this
6th day of February, 1996.

/s/ Robert I. Lipp
---------------------------
Robert I. Lipp

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this
6th day of February, 1996.

/s/ Andrall E. Pearson
---------------------------
Andrall E Pearson

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this 22nd
day of December, 1995.

/s/ Frank J. Tasco
---------------------------
Frank J. Tasco

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this 21st
day of December, 1995.

/s/ Linda J. Wachner
---------------------------
Linda J. Wachner

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this 21st
day of December, 1995.

/s/ Joseph R. Wright, Jr.
---------------------------
Joseph R. Wright, Jr.

<PAGE>

POWER OF ATTORNEY

(FORM S-4)

IN WITNESS WHEREOF, the undersigned has signed these presents this
6th day of February, 1996.

/s/ Arthur Zankel
---------------------------
Arthur Zankel

Exhibit 25.01

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

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|

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

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)

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

TRAVELERS GROUP INC.
(Exact name of obligor 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, NY 10013
(Address of principal executive offices) (Zip code)

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

6 1/4% Notes due December 1, 2005
(Title of the indenture securities)

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

<PAGE>

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------

Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affilia-
tion.

None. (See Note on page 3.)

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.

1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)

-2-

<PAGE>

6. The consent of the Trustee required by Section 321(b) of the Act.
Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.

NOTE

Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.

Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.

-3-

<PAGE>

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of
New York, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 30th day of January, 1996.

THE BANK OF NEW YORK

By: /s/ ROBERT F. MCINTYRE
-----------------------------
Name: ROBERT F. MCINTYRE
Title: ASSISTANT VICE PRESIDENT

-4-

<PAGE>
Exhibit 7

-----------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the
close of business September 30, 1995, published in
accordance with a call made by the Federal
Reserve Bank of this District pursuant to the provi-
sions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Thousands
Cash and balances due from depos-
itory institutions:
Noninterest-bearing balances and
currency and coin ................ $ 1,736,715
Interest-bearing balances .......... 891,776
Securities:
Held-to-maturity securities ........ 1,326,964
Available-for-sale securities ...... 1,690,688
Federal funds sold in domestic
offices of the bank ................ 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................27,623,140
LESS: Allowance for loan and
lease losses ..............528,419
Loans and leases, net of unearned
income and allowance ........... 27,094,721
Assets held in trading accounts ...... 1,002,518
Premises and fixed assets (including
capitalized leases) ................ 609,515
Other real estate owned .............. 72,559
Investments in unconsolidated
subsidiaries and associated
companies .......................... 211,296
Customers' liability to this bank on
acceptances outstanding ............ 894,050
Intangible assets .................... 103,081
Other assets ......................... 1,193,026
-----------
Total assets ......................... $40,131,698
===========

LIABILITIES
Deposits:
In domestic offices ................ $18,120,409
Noninterest-bearing .......6,529,790
Interest-bearing .........11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 10,327,057
Noninterest-bearing ..........58,060
Interest-bearing .........10,268,997
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 2,479,694
Securities sold under agreements
to repurchase .................... 27,450
Demand notes issued to the U.S.
Treasury ........................... 197,998
Trading liabilities .................. 631,973
Other borrowed money:
With original maturity of one year
or less .......................... 1,339,183
With original maturity of more than
one year ......................... 120,863
Bank's liability on acceptances exe-
cuted and outstanding .............. 899,417
Subordinated notes and debentures .... 1,053,860
Other liabilities .................... 1,554,647
-----------
Total liabilities .................... 36,752,551
===========
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,911,248
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ 4,994
Cumulative foreign currency transla-
tion adjustments .................. ( 5,045)
-----------
Total equity capital ................ 3,379,147
-----------
<PAGE>

Total liabilities and equity capital $40,131,698
===========

I, Robert E. Keilman, Senior Vice President and
Comptroller of the above-named bank do hereby
declare that this Report of Condition has been pre-
pared in conformance with the instructions issued
by the Board of Governors of the Federal Reserve
System and is true to the best of my knowledge and
belief.

Robert E. Keilman

We, the undersigned directors, attest to the cor-
rectness of this Report of Condition and declare that
it has been examined by us and to the best of our
knowledge and belief has been prepared in confor-
mance with the instructions issued by the Board of
Governors of the Federal Reserve System and is
true and correct.

J. Carter Bacot
Thomas A. Renyi Directors
Alan R. Griffith

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

Exhibit 99.01
FORM OF

LETTER OF TRANSMITTAL

TRAVELERS GROUP INC.

Offer to Exchange its
6 1/4% Notes due December 1, 2005 ("Exchange Notes")
which have been registered under the Securities Act of 1933
for any and all of its outstanding
6 1/4% Notes due December 1, 2005 ("Notes")

Pursuant to the Prospectus, dated ___________, 1996.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME ON
__________, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To: The Bank of New York, Exchange Agent

By Mail: By Hand or Overnight Delivery:
The Bank of New York The Bank of New York
101 Barclay Street (7 East) 101 Barclay Street (7 East)
Reorganization Section Reorganization Section
New York, NY 10286 Corporate Trust Services Window
Attention: Robert Miller New York, NY 10286
Attention: Robert Miller

By Facsimile:
(212) 571-3080

Confirm by Telephone:
(212) 815-6331

Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX BELOW.

The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated ____________, 1996 (the "Prospectus"), of Travelers Group
Inc., a Delaware corporation (the "Company"), and this Letter of Transmittal
(the "Letter"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $100,000,000 of
6 1/4% Notes due December 1, 2005 which have been registered under the
Securities Act of 1933, as amended (the "Exchange Notes"), of the Company for
a like principal amount of the issued and outstanding 6 1/4% Notes due December
1, 2005 (the "Notes") of the Company from the holders thereof.

The Exchange Notes will bear interest from the last Interest Payment Date
on which interest was paid on the Notes surrendered in the Exchange Offer or, if
no interest has been paid on such Notes, from December 1, 1995.

<PAGE>

Holders whose Notes are accepted for exchange will be deemed to have waived the
right to receive any payment in respect of interest on the Notes.

The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Company shall notify the holders of the Notes of any extension by oral or
written notice prior to 9:00 A.M., New York City time, on the next business day
after the previously scheduled Expiration Date.

This Letter is to be completed by a holder of Notes, if a tender of Notes
is to be made by book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company ("DTC," or the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in "The Exchange Offer
Exchanging Book-Entry Notes" section of the Prospectus. For purposes of this
Letter, the term "holder of Notes" includes any participant in DTC whose name
appears on a security position listing as the holder of interests in such Notes.
Holders of Notes who are unable to deliver the confirmation of the book-entry
tender of their Notes into the Exchange Agent's account at the Book-Entry
Transfer Facility (a "Book-Entry Confirmation") and all other documents required
by this Letter to the Exchange Agent on or prior to the Expiration Date must
tender their Notes according to the guaranteed delivery procedures set forth in
"The Exchange Offer - How to Tender" section of the Prospectus. See Instruction
1. Delivery of documents to the Book-Entry Transfer Facility does not constitute
delivery to the Exchange Agent.

If delivery of the Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at DTC, this Letter of Transmittal need
not be manually executed; provided, however, that tenders of Notes must be
effected in accordance with the procedures mandated by DTC's Automated Tender
Offer Program ("ATOP") and the procedures set forth in "The Exchange Offer
Exchanging Book-Entry Notes" section of the Prospectus.

If the undersigned is a broker-dealer holding Notes acquired for its own
account as a result of market-making activities or other trading activities, the
undersigned acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
in connection with any resale of Exchange Notes received in respect of such
Notes pursuant to the Exchange Offer. By so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.

List below the Notes to which this Letter relates. If the space provided
below is inadequate, the principal amount of Notes should be listed on a
separate signed schedule affixed hereto.

<PAGE>

DESCRIPTION OF NOTES 1 2
Aggregate
Principal
Name(s) and Address(es) of Holder(s) Amount of Principal
(Please fill in, if blank) Note(s) Amount

*Unless otherwise indicated in this column, a holder will be deemed to
have tendered ALL of the Notes represented by the Notes indicated in
Column 1. See Instruction

[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT AT DTC AND COMPLETE
THE FOLLOWING:

Name of Tendering Institution ______________________________________

Account Number ________________Transaction Code Number _________

[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:

Name(s) of Registered Holder(s)
-----------------------------------------------

Window Ticket Number (if any)
------------------------------------------------

Date of Execution of Notice of Guaranteed Delivery
----------------------------

Name of Eligible Institution that Guaranteed Delivery
-------------------------

If Delivered by Book-Entry Transfer, Complete the
Following:
---------------------------------------------------------------

Account Number Transaction Code Number
---------- -------------

If delivery of Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at DTC, then tenders of Notes must be effected
in accordance with the procedures mandated by DTC's Automated Tender Offer
Program and the procedures set forth in the Prospectus under the caption "The
Exchange Offer - Exchanging Book-Entry Notes."

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN
ADDITIONAL COPIES OF THE PROSPECTUS.

Name _____________________________________________________

Address __________________________________________________

__________________________________________________

<PAGE>

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the aggregate principal
amount of Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company
all right, title and interest in and to such Notes as are being tendered
hereby.

The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Notes
tendered hereby (or, in the case of a beneficial owner of interests in the
Notes, that the undersigned has full power and authority to tender, sell,
assign and transfer all of its right, title and interest in the Notes
tendered hereby), and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are
accepted by the Company. The undersigned hereby further represents that any
Exchange Notes acquired in exchange for Notes tendered hereby will have
been acquired in the ordinary course of business of the person receiving
such Exchange Notes, whether or not such person is the undersigned, that
neither the holder of such Notes nor any other such person has an
arrangement or understanding with any person to participate in the
distribution of such Exchange Notes, that such holder is not engaging in or
intending to engage in the distribution of the Exchange Notes and that
neither the holder of such Notes nor any other such person is an
"affiliate," as defined in Rule 405 under the Securities Act of 1933 (the
"Securities Act"), of the Company or, if such person is an affiliate, that
such holder or other person will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent
applicable. If the tendering holder is a broker-dealer (whether or not it
is also an "affiliate") that is receiving Exchange Notes for its own
account in exchange for Notes that were acquired by it as a result of
market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting
the requirements of the Securities Act in connection with any resale of
such Exchange Notes, the undersigned is not deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. In addition, the
undersigned and any such person acknowledge that (a) any person
participating in the Exchange Offer for the purpose of distributing the
Exchange Notes must, in the absence of an exemption therefrom, comply with
the registration and prospectus delivery requirements of the Securities
Act in connection with a secondary resale of the Exchange Notes and
cannot rely on the position of the staff of the Securities and Exchange
Commission enunciated in no-action letters and (b) failure to comply with
such requirements in such instance could result in the undersigned or such
person incurring liability under the Securities Act for which the
undersigned or such person is not indemnified by the Company. The
undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete
the sale, assignment and transfer of the Notes tendered hereby. If the
undersigned is not a broker-dealer, or is a broker-dealer but is not
receiving Exchange Notes for its own account, the undersigned represents
that it is not engaged in and does not intend to engage in, a distribution
of Exchange Notes. All authority conferred or agreed to be conferred in
this Letter and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators,
trustees in bankruptcy and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of
the undersigned. This tender may be withdrawn only in accordance with the
procedures set forth in "The Exchange Offer-Withdrawal Rights" section of
the Prospectus.

By acceptance of the Exchange Offer, each broker-dealer that receives

<PAGE>

Exchange Notes pursuant to the Exchange Offer hereby acknowledges and
agrees that, upon receipt of notice from the Company of the happening of
any event which makes any statement in the Prospectus untrue in any
material respect or which requires the making of any changes in the
Prospectus in order to make the statements therein not misleading (which
notice the Company agrees to deliver promptly to such broker-dealer), such
broker-dealer will suspend use of the Prospectus until the Company has
amended or supplemented the Prospectus to correct such misstatement or
omission and, if necessary, has furnished copies of the amended or
supplemented Prospectus to such broker-dealer.

Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions" below, please credit the account indicated above
maintained at the Book-Entry Transfer Facility with the principal amount of
the Exchange Notes to be issued in exchange for Notes tendered (and, if
applicable, credit such account for any Notes not exchanged). The
undersigned understands that the Exchange Notes will initially be issued in
the form of one or more global Notes (each, a "Book-Entry Note") registered
in the name of DTC or its nominee, that beneficial interests in Exchange
Notes will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its participants, and that owners of
beneficial interests in the Exchange Notes will be entitled to physical
delivery of Exchange Notes in certificated form equal in principal amount
to their respective beneficial interests only under the limited
circumstances described in the "Description of the Exchange Notes - Book-
Entry Notes" section of the Prospectus.

For purposes of the Exchange Offer, the Company shall be deemed to
have accepted validly tendered Notes when, as and if the Company has given
oral or written notice thereof to the Exchange Agent.

THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE NOTES AS
SET FORTH IN SUCH BOX ABOVE.

<PAGE>

PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete Accompanying Substitute Form W-9 on reverse side)
<S> <C>
Dated: ........................................................................... , 1996
X .................................................... .................., 1996
X .................................................... .................., 1996
Signature of Owner(s) Date

Area Code and Telephone Number ...................................................

If a holder is tendering any Notes, this Letter must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(s) for
the Notes or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If signature is by a
trustee, executor, administrator, guardian, officer or other person acting
in a fiduciary or representative capacity, please set forth full title.
See Instruction 3.

Name(s): ..........................................................................
...................................................................................
(Please Type or Print)
Capacity: .........................................................................
Address: ..........................................................................
...................................................................................
(Including Zip Code)

Book-Entry Transfer Facility Account No.: .........................................

SIGNATURE GUARANTEE
(If required by Instruction 3)

Signature(s) Guaranteed by
an Eligible Institution: ..........................................................
(Authorized Signature)
...................................................................................
(Title)
...................................................................................
(Name and Firm)
Dated:........................................................................ , 1996

</TABLE>

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4)

To be completed ONLY if Exchange Notes issued, or Notes which are not
accepted for exchange, are to be credited to an account maintained at the
Book-Entry Transfer Facility other than the account indicated above.

Credit Exchange Notes and/or Notes to:

Name(s): ..............................................
(Please Type or Print)

.........................................................

Address: ..............................................

.........................................................
(Zip Code)

Book-Entry Transfer Facility Account No.: __________

(Complete Substitute Form W-9)

[] Credit unexchanged Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
------------------------------------
(Book Entry Transfer Facility
Account Number, if applicable)

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

<PAGE>

INSTRUCTIONS

Forming Part of the Terms and Conditions of the Exchange Offer for the
6 1/4% Notes due December 1, 2005 in Exchange for the
6 1/4% Notes due December 1, 2005

TRAVELERS GROUP INC.

1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures.

This Letter is to be completed by noteholders if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in "The
Exchange Offer - Exchanging Book-Entry Notes" section of the Prospectus. Book-
Entry Confirmation as well as a properly completed and duly executed Letter (or
manually signed facsimile hereof) and any other documents required by this
Letter must be received by the Exchange Agent at the address set forth herein on
or prior to the Expiration Date, or the tendering holder must comply with the
guaranteed delivery procedures set forth below.

Noteholders who cannot complete the procedure for book-entry transfer on a
timely basis may tender their Notes pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer - How to Tender" section of the
Prospectus. Pursuant to such procedures (i) such tender must be made through an
Eligible Institution (as defined in Instruction 2), (ii) prior to the Expiration
Date, the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter (or a facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
telegram, telex, facsimile transmission, mail or hand delivery), setting forth
the name and address of the holder of Notes and the amount of Notes tendered,
stating that the tender is being made thereby and guaranteeing that within three
New York Stock Exchange ("NYSE") trading days after the date of execution of the
Notice of Guaranteed Delivery, a Book-Entry Confirmation and any other documents
required by the Letter will be deposited by such Eligible Institution with the
Exchange Agent, and (iii) the Book-Entry Confirmation, and all other documents
required by this Letter, are received by the Exchange Agent within three NYSE
trading days after the date of execution of the Notice of Guaranteed Delivery.

The method of delivery of this Letter and all other required documents is
at the election and risk of the tendering holders, but the delivery will be
deemed made only when actually received or confirmed by the Exchange Agent. If
such delivery is by mail, it is suggested that the mailing be made sufficiently
in advance of the Expiration Date to permit delivery to the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration Date.

See "The Exchange Offer" section of the Prospectus.

2. Signatures on this Letter; Bond Powers and Endorsements; Guarantee of
Signatures.

If any tendered Notes are owned of record by two or more joint owners, all
such owners must sign this Letter.

Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Notes are tendered: (i) by a registered holder of
Notes (which term, for purposes of the Exchange Offer, includes any participant
in the Book-Entry Transfer Facility system whose name appears on a security
position listing as the holder of interests in such Notes) who has not completed
the box entitled "Special Issuance Instructions" on this Letter, or (ii) for the
account of an Eligible Institution (as defined below).

If this Letter is signed by a person other than the registered holder or
holders of Notes tendered, this Letter must be accompanied by appropriate bond
powers, in either case signed exactly as the name or names of

<PAGE>

the registered holder or holders appear(s) in a security listing, and signatures
on such bond powers must be guaranteed by an Eligible Institution.

If this Letter or any bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and unless waived by the Company, proper evidence
satisfactory to the Company of their authority to so act must be submitted.

Signatures on bond powers required by this Instruction 2 must be guaranteed
by a financial institution that is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc. or
a commercial bank or trust company having an office or correspondent in the
United States (an "Eligible Institution").

3. Special Issuance Instructions.

Tendering holders of Notes should indicate in the applicable box the name,
address and account number at DTC to which Exchange Notes issued pursuant to the
Exchange Offer are to be credited, if different from the name, address or
account number of the person signing this Letter, and should complete the
"Substitute Form W-9" set forth below. Noteholders tendering Notes by book-entry
transfer may request that Notes not exchanged be credited to such account
maintained at the Book-Entry Transfer Facility as such noteholder may designate
hereon. If no such instructions are given, such Notes not exchanged will be
credited to the account of the person signing this Letter.

4. Tax Identification Number.

Federal income tax law generally requires that a tendering holder whose
Notes are accepted for exchange must provide the Company (as payor) with such
holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below, which in the case of a tendering holder who is an individual, is his or
her social security number. If the Company is not provided with the current TIN
or an adequate basis for an exemption, such tendering holder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, delivery to
such tendering holder of Exchange Notes may be subject to backup withholding in
an amount equal to 31% of all reportable payments made after the exchange. If
withholding results in an overpayment of taxes, a refund may be obtained.

Exempt holders of Notes (including, among others, all corporations and
certain foreign individuals) are not subject to the backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.

To prevent backup withholding, each tendering holder of Notes must provide
its correct TIN by completing the Substitute Form W-9 set forth below,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, or (ii) the
holder has not been notified by the Internal Revenue Service that such holder is
subject to backup withholding as a result of a failure to report all interest or
dividends or (iii) the Internal Revenue Service has notified the holder that
such holder is no longer subject to backup witholding. If the tendering holder
of Notes is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give the Company a completed Form W-8, Certificate
of Foreign Status. These forms may be obtained from the Exchange Agent. If the
Notes are in more than one name or are not in the name of the actual owner, such
holder should consult the W-9 Guidelines for information on which TIN to report.
If such holder does not have a TIN, such holder should consult the W-9
Guidelines for instructions on applying for a TIN, check the box in Part 2 of
the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note:
Checking this box and writing "applied for" on the form means that such holder
has already applied for a TIN or that such holder intends to apply for one in
the near future. If such holder does not provide its TIN to the Company within
60 days, backup withholding will begin and continue until such holder furnishes
its TIN to the Company.

<PAGE>

5. Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the transfer
of Notes to it or its order pursuant to the Exchange Offer. If, however,
Exchange Notes and/or substitute Notes not exchanged are to be delivered to, or
are to be registered or issued in the name of, any person other than the
registered holder of the Notes tendered hereby, or if tendered Notes are
registered in the name of any person other than the person signing this Letter,
or if a transfer tax is imposed for any reason other than the transfer of Notes
to the Company or its order pursuant to the Exchange Offer, the amount of any
such transfer taxes (whether imposed on the registered holder or any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering holder.

Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Notes specified in this Letter.

6. Waiver of Conditions.

The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.

7. No Conditional Tenders.

No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Notes for exchange.

Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Notes, nor shall any of them incur any liability for failure to give any such
notice.

8. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent at the address and telephone number indicated above.

9. Validity of Tenders.

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Notes will be determined by the Company in
its sole discretion, which determination will be final and binding. The Company
reserves the right to reject any and all Notes not validly tendered or any
Notes, the Company's acceptance of which would, in the opinion of the Company or
its counsel, be unlawful. The Company also reserves the right to waive any
conditions of the Exchange Offer or defects or irregularities in tenders of
Notes as to any ineligibility of any holder who seeks to tender Notes in the
Exchange Offer. The interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) by the
Company shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Notes must be cured within such
time as the Company shall determine. The Company will use reasonable efforts to
give notification of defects or irregularities with respect to tenders of Notes,
but shall not incur any liability for failure to give such notification.

<PAGE>

<TABLE><CAPTION>
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 4)

PAYOR'S NAME: TRAVELERS GROUP INC.

<S> <C> <C>
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN Part 2 CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY
Form W-9 ON THE LINE BELOW AND CERTIFY BY THAT:
Department of the Treasury SIGNING AND DATING BELOW
Internal Revenue Service (1) The number shown on this form is my correct Taxpayer Social
Security Number or Identification Number (or I am waiting for
a number to be issued to me).

(2) I am not subject to backup withholding either because: (a)
Payor's Request For Employer Identification Number: I am exempt from backup withholding, or (b) I have not been
Taxpayer notified by the Internal Revenue Service (the "IRS") that I am
Identification Number ------------------------------- subject to backup withholding as result of a failure to report
all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding, and
("TIN") and
Certification (3) any other information provided on this form is true and
correct.

SIGNATURE .______________________________ DATE ._________
</TABLE>

You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax return and you have not
been notified by the IRS that you are no longer subject to backup withholding.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9

CERTIFICATE OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administrative Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number to the payor within 60 days, 31
percent of all reportable payments made to me thereafter will be withheld until
I provide a number.

------------------------------ -----------------------------------
Signature Date

Exhibit 99.02

FORM OF
NOTICE OF GUARANTEED DELIVERY FOR
TRAVELERS GROUP INC.

This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Travelers Group Inc. (the "Company") made pursuant to the
Prospectus, dated __________, 1996 (the "Prospectus") if the procedure for
book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Company prior to 5:00 p.m., New York
City time, on the Expiration Date of the Exchange Offer. Such form may be
delivered or transmitted by telegram, telex, facsimile transmission, mail or
hand delivery to The Bank of New York (the "Exchange Agent") as set forth below.
In addition, in order to utilize the guaranteed delivery procedure to tender
Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of
Transmittal (or facsimile thereof) must also be received by the Exchange Agent
prior to 5:00 P.M., New York City time, on the Expiration Date. Capitalized
terms not defined herein are defined in the Prospectus.

TO: The Bank of New York, the Exchange Agent

By Facsimile:
(212) 571-3080

Confirm by Telephone:
(212) 815-6331

Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.

Ladies and Gentlemen:

Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer-How to Tender"
section of the Prospectus.

Principal Amount of Notes Tendered:

$
-----------------------------------

If Notes will be delivered by book-entry transfer to The Depository Trust
Company, provide account number.

Account Number
-------------------

<PAGE>

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

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
-------------------------------------------------------------------------------

PLEASE SIGN HERE

X .................................... ..................
X .................................... ..................
Signature of Owner Date
or Authorized Signatory

Area Code and Telephone Number .................................

Must be signed by the holder(s) of Notes as their name(s) appear(s) on a
security position listing, or by person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting
in a fiduciary or representative capacity, such person must set forth his
or her full title below.

(Please print name(s) and address(es))

Name(s): .......................................................
.......................................................
.......................................................
Capacity: .......................................................
.......................................................
Address(es): ...................................................

GUARANTEE

The undersigned, a firm that is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States, hereby guarantees timely confirmation
of the book-entry transfer of such Notes into the Exchange Agent's account
at The Depository Trust Company pursuant to the procedures set forth in
"The Exchange Offer-How to Tender" section of the Prospectus, together
with a properly completed and duly executed Letter of Transmittal (or a
manually signed facsimile thereof) with any required signature guarantee
and any other documents required by the Letter of Transmittal, will be
received by the Exchange Agent at the address set forth above, no later
than five New York Stock Exchange trading days after the date of execution
hereof.

..................... .......................................
Name of Firm Authorized Signature

..................... .......................................
Address Title

..................... Name ..................................
Zip Code (Please Type or Print)

Area Code and Tel. No. .......... Dated: ..................

Exhibit 99.03

January ___, 1996

FORM OF
EXCHANGE AGENCY AGREEMENT

The Bank of New York
Corporate Trust Administration
101 Barclay Street - 21st Floor
New York, New York 10286

Dear Sirs:

Travelers Group Inc. (the "Company"), a Delaware corporation, proposes to
offer to exchange (the "Exchange Offer") up to $100,000,000 in aggregate
principal amount of a new series of its 6 1/4% Notes due December 1, 2005 (the
"Exchange Notes") for any and all of its outstanding 6 1/4% Notes due December
1, 2005 (the "Notes").

The terms and conditions of the Exchange Offer as currently contemplated
are set forth in a prospectus, dated __________, 1996 (the "Prospectus"),
proposed to be distributed to all holders of the Notes.

The Exchange Offer will commence on ____________, 1996 and will expire at
5:00 p.m., New York City time, on ___________, 1996 unless the Company extends
the offer by notice to you and by public announcement, each in accordance with
the terms of the Prospectus. The Letter of Transmittal described in and
accompanying the Prospectus (the "Letter of Transmittal") and the Automated
Tender Offer Program ("ATOP") of The Depository Trust Company ("DTC" or the
"Book-Entry Transfer Facility") are to be used by the holders of the Notes to
accept the Exchange Offer, and the Letter of Transmittal contains instructions
with respect to the delivery of the Notes tendered.

1. Appointment as Exchange Agent. Subject to your acceptance hereof, the
-----------------------------
Company appoints you as the Exchange Agent for the purposes and upon
the terms and conditions set forth herein.

2. Compensation. The Company hereby agrees to pay you a fee for your
------------
services hereunder in accordance with the schedule of compensation
attached hereto as Exhibit 1.

3. Establishment of Account. You will establish an account with respect
------------------------
to the Notes at the Book-Entry Transfer Facility for purposes of the
Exchange Offer within two business days after the date of the
Prospectus, and any financial institution that is a participant in the
Book-Entry Transfer Facility's systems may make book-entry delivery of
the Notes by causing the Book-Entry Facility to transfer such Notes
into your account in accordance with the Book-Entry Transfer
Facility's procedure for such transfer including, but not limited to,
the required ATOP procedures.

<PAGE>

February ___, 1996
The Bank of New York
Page 2

4. Receipt of Tenders. You are to examine each of the Letters of
------------------
Transmittal for Notes (or the confirmation of book-entry transfer (a
"Book-Entry Confirmation") into your account at the Book-Entry
Transfer Facility) and Agent's Messages (as defined below) and any
other documents, including, without limitation, Notices of Guaranteed
Delivery delivered or mailed to you by or for holders of the Notes to
ascertain whether: (i) the Letters of Transmittal, the Agent's
Messages, the Notices of Guaranteed Delivery and any such other
documents are duly executed (in the case of Letters of Transmittal)
and properly completed in accordance with instructions set forth
therein, and (ii) the Notes have otherwise been properly tendered.

You shall segregate all tenders which are in accordance with the
procedures set forth in the Prospectus, the Letter of Transmittal or
the Notice of Guaranteed Delivery from those in which the Letter of
Transmittal, Agent's Message, Notice of Guaranteed Delivery or any
other document has been improperly completed or executed, or some
other irregularity in connection with the acceptance of the Exchange
Offer exists including, with respect to a Notice of Guaranteed
Delivery, the receipt of the Notes ("Defective Deposits"). Upon
consultation with the Company or its representatives, you shall use
your best efforts to cause holders who effected any Defective Deposit
to cure such Defective Deposit. The term "Agent's Message" means a
message, transmitted by DTC and received by you and forming part of a
Book-Entry Confirmation, that states that DTC has received an express
acknowledgment from a participant in its system ("Participant")
tendering Notes that are the subject of such Book-Entry Confirmation
that such Participant has received and agrees to be bound by the terms
of the Letter of Transmittal, and that the Company may enforce such
agreement against such Participant.

You will hold all items which are deposited for tender with you after
5:00 p.m., New York City time, on the date the Exchange Offer expires
pending further instructions from an officer of the Company.

5. Exchange Documents. At the request of the Company you shall furnish
------------------
copies of any or all of the Prospectus, the Letter of Transmittal and
the Notice of Guaranteed Delivery (collectively, the "Exchange
Documents") promptly to any person designated in such request. All
mailings under this Section shall be by first class mail, postage
prepaid, unless otherwise specified in such request. The Company will
furnish you with such additional copies of the Exchange Documents as
you may request to fulfill your obligations under this Section.

6. Notification of Changes in the Exchange Offer. At the request of the
---------------------------------------------
Company, you shall notify tendering holders of Notes in the event of
any rescission or modification of the Exchange Offer. In the event of
any such rescission, you will return all tendered Notes to the persons
entitled thereto, at the request of the Company.

7. Delivery of Exchange Notes. As soon as practicable after ________,
--------------------------
1996 and after each period of extension of the Exchange Offer, the
Company will notify you (such notice if given orally, to be confirmed
in writing) of its acceptance of all Notes properly tendered

<PAGE>

February ___, 1996
The Bank of New York
Page 3

and you, on behalf of the Company, will exchange such Notes for
Exchange Notes and cause such Notes to be cancelled. The Exchange
Notes will be initially represented by one or more global notes
registered in the name of DTC or its nominee. Beneficial interests in
the Exchange Notes will be shown on records maintained by DTC and its
Participants. Delivery of Exchange Notes will be made on behalf of the
Company by you at the rate of $1,000 principal amount of Exchange
Notes for each $1,000 principal amount of the corresponding series of
Notes tendered promptly after notice (such notice if given orally, to
be confirmed in writing) of acceptance of said Notes by the Company;
provided, however, that in all cases, Notes tendered pursuant to the
Exchange Offer will be exchanged only after timely receipt by you of a
properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees, together
with (i) the Note being tendered (if such Note is held in certificated
form), properly endorsed for transfer, or (ii) a Book-Entry
Confirmation (if such Note is held in book-entry form), or (iii) a
Notice of Guaranteed Delivery, and any other required documents.

You shall have no obligation to exchange any Notes unless the Company
has ordered you as Trustee for the Exchange Notes, pursuant to the
Indenture dated as of March 15, 1987, as supplemented by the First,
Second and Third Supplemental Indentures, to make such exchange and
you have received Exchange Notes sufficient to make such exchange.

8. Return of Notes. If pursuant to the Exchange Offer, the Company does
---------------
not accept for exchange all or part of the Notes tendered because of
an invalid tender, the occurrence of certain other events set forth in
the Prospectus under the caption "The Exchange Offer -- Conditions to
the Exchange Offer" or otherwise, you shall, as soon as practicable
after the expiration or termination of the Exchange Offer, either
return such Notes or effect an appropriate book-entry transfer, and
return any related required documents and the Letters of Transmittal,
if any, relating thereto that are in your possession, to the persons
who deposited them.

9. Limited Liability of Exchange Agent. As Exchange Agent you:
-----------------------------------

(a) shall have no duties or obligations other than those specifically
set forth herein;

(b) will not be required to and will make no representations and have
no responsibilities as to the validity, sufficiency, value or
genuineness of any Notes, Letters of Transmittal or documents
deposited with you, or of any Notes or Exchange Notes delivered
by you, pursuant to the Exchange Offer or of any signatures or
endorsements, other than your own, or any thereof;

(c) shall not be obligated to take any action hereunder that might in
your judgment involve any expense or liability unless you have
been furnished with reasonable indemnity;

<PAGE>

February ___, 1996
The Bank of New York
Page 4

(d) shall not be liable for any action taken or omitted by you, or
any action suffered by you to be taken or omitted, without
negligence, misconduct or bad faith on your part, in connection
with this Agreement or your compliance with the instructions set
forth herein or with any written or oral instructions delivered
to you pursuant hereto, and may rely on, and shall be protected
in acting on, any certificate, instrument, opinion, notice,
letter, telegram or other document, or any security, delivered to
you and reasonably believed by you to be genuine and to have been
signed by a proper party or parties;

(e) may rely on, and shall be protected in acting on, the written or
oral instructions, with respect to any matter relating to your
duties as Exchange Agent, of any officer of the Company; and

(f) may consult counsel satisfactory to you (including counsel for
the Company) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted by you hereunder in good faith and in
accordance with such advice of such counsel.

10. Indemnification of Exchange Agent. The Company agrees to reimburse
---------------------------------
you for, to indemnify you against and hold you harmless from all
liability, cost or expense (including reasonable counsel fees and
expenses) that may be paid, incurred or suffered by you or to which
you may become subject without negligence, misconduct or bad faith on
your part, arising out of or in connection with this Agreement.

The Company shall be notified by you in writing, delivered by hand, by
overnight carrier or by telecopy confirmed by letter, of the written
assertion of a claim against you or of any action commenced against
you, within ten days after you shall have received any such written
assertion of a claim or shall have been served with the summons or
other first legal process giving information as to the nature and
basis of the claim, but failure to so notify the Company shall not
relieve the Company from any liability which the Company otherwise may
have on account of this Section 10. The Company shall be entitled to
participate at its own expense in the defense of any such claim, and
if the Company so elects at any time after receipt of such notice, the
Company shall assume the defense of any suit brought to enforce any
such claim. In the event that the Company assumes the defense of any
such claim, the Company shall not be liable for any fees and expenses
of counsel thereafter incurred by you for the defense of such claim
unless there shall be a conflict of your interests and those of the
Company.

11. Notices. Except as otherwise expressly provided herein, all notices
-------
and other communications hereunder shall be in writing, shall be delivered by
hand or first class mail, postage prepaid, or by overnight carrier, shall be
deemed given when received and shall be sent to the addresses listed below or to
such other addresses as the addressee shall designate from time to time by
notice:

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

<PAGE>

February ___, 1996
The Bank of New York
Page 5

Facsimile: (212) 816-8912
Attention: Jerome T. Fadden, Treasurer

If to the Exchange Agent:

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286

Facsimile: (212) 815-5915
Attention: Corporate Trust Trustee Administration

12. Amendment, Modification. This Agreement may not be modified, amended
-----------------------
or supplemented without an express written agreement executed by the
parties hereto.

13. Governing Law; Benefit of Agreement. This Agreement shall be governed
-----------------------------------
by, and construed in accordance with, the laws of the State of New
York without giving effect to the choice of law provisions thereof.
This Agreement shall inure solely to the benefit of, and the
obligations created hereby shall be binding upon, the successors of
the parties hereto. No other person shall acquire or have any rights
under or by virtue of this Agreement.

If the foregoing is in accordance with your understanding, would you please
indicate your agreement by signing and returning the enclosed copy of this
letter to the Company.

Very truly yours,

TRAVELERS GROUP INC.

By:______________________________________
Title:

Agreed to this ___ day of February, 1996

THE BANK OF NEW YORK

By______________________________________
Title: