TRAVELERS GROUP INC, S-3/A, 1996-10-01

TRAVELERS GROUP INC
S-3/A, 1996-10-01
FIRE, MARINE & CASUALTY INSURANCE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996

REGISTRATION NO. 333-12439

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3

AMENDMENT NO. 1 TO

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<S> <C> <C>
TRAVELERS GROUP INC. DELAWARE 52-1568099
TRAVELERS CAPITAL I DELAWARE 06-6432178
TRAVELERS CAPITAL II DELAWARE 06-6432179
TRAVELERS CAPITAL III DELAWARE 06-6432181
TRAVELERS CAPITAL IV DELAWARE 06-6432183
TRAVELERS CAPITAL V DELAWARE 06-6432184
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBERS)

</TABLE>

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388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 816-8000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF EACH REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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CHARLES O. PRINCE, III
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(212) 816-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE FOR EACH REGISTRANT)
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COPIES TO:

<TABLE>
<S> <C>
KENNETH J. BIALKIN, ESQ. FREDERICK W. KANNER, ESQ.
SKADDEN, ARPS, SLATE, DEWEY BALLANTINE
MEAGHER & FLOM 1301 AVENUE OF THE AMERICAS
919 THIRD AVENUE NEW YORK, NEW YORK 10019
NEW YORK, N.Y. 10022 (212) 259-8000
(212) 735-3000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of the registration statement, as determined by
market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. X

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. X

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>

SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 1996

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED , 1996)
TRUST PREFERRED SECURITIES
TRAVELERS CAPITAL I
% TRUST PREFERRED SECURITIES
(LIQUIDATION AMOUNT $25 PER TRUST PREFERRED SECURITY)
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
TRAVELERS GROUP INC.
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The % Trust Preferred Securities (the "Preferred Securities") offered
hereby represent preferred undivided beneficial interests in the assets of
Travelers Capital I, a statutory business trust formed under the laws of the
State of Delaware ("TRV Capital" or the "Trust"). Travelers Group Inc., a
Delaware corporation (the "Company"), will directly or indirectly own all the
common securities (the "Common Securities" and, together with the Preferred
Securities, the "Trust Securities") representing undivided beneficial interests
in the assets of TRV Capital. TRV Capital exists for the sole purpose of issuing
the Preferred Securities and Common Securities and investing the proceeds
thereof in an equivalent amount of % Junior Subordinated Deferrable Interest
Debentures due , 203 (the "Junior Subordinated Debt Securities") of the
Company.

(continued on next page)

SEE "RISK FACTORS RELATING TO THE PREFERRED SECURITIES" BEGINNING ON PAGE
S-8 FOR A DISCUSSION OF FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS, INCLUDING THE PERIOD AND CIRCUMSTANCES DURING AND UNDER WHICH
PAYMENTS OF DISTRIBUTIONS ON THE PREFERRED SECURITIES MAY BE DEFERRED AND THE
RELATED UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF SUCH DEFERRAL.

The Preferred Securities have been approved for listing on the New York
Stock Exchange, Inc. (the "New York Stock Exchange") subject to official notice
of issuance. Trading of the Preferred Securities on the New York Stock Exchange
is expected to commence within a 30-day period after the initial delivery of the
Preferred Securities. See "Underwriting."
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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
SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE><CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO TRV
OFFERING PRICE(1) COMMISSIONS(2) CAPITAL(3)(4)(5)
<S> <C> <C> <C>
Per Preferred Security $ (3) $
Total $ (3) $
</TABLE>

(1) Plus accrued distributions, if any, from , 199 .

(2) For information regarding indemnification of the Underwriters, see
"Underwriting."

(3) Because the proceeds of the sale of the Preferred Securities will be
invested in the Junior Subordinated Debt Securities, the Company has agreed
to pay to the Underwriters, as compensation ("Underwriters' Compensation")
for their arranging the investment therein of such proceeds, $ per
Preferred Security ($ in the aggregate); provided, that such
compensation for sales of 10,000 or more Preferred Securities to a single
purchaser will be $ per Preferred Security. Therefore, to the extent of
such sales, the actual amount of Underwriters' Compensation will be less
than the aggregate amount specified in the preceding sentence. See
"Underwriting."

(4) Expenses of the offering, which are payable by the Company, are estimated to
be $ .

(5) The Trust has granted to the Underwriters a 30-day option to purchase up to
additional Preferred Securities on the same terms as set forth above
solely to cover over-allotments, if any. See "Underwriting." If such option
is exercised in full, the total Initial Public Offering Price and Proceeds
to TRV Capital will be $ and $ , respectively. The Company will
pay Underwriters' Compensation in the amounts per Preferred Security set
forth above with respect to such additional Preferred Securities.
------------

The Preferred Securities offered hereby are being offered by the several
Underwriters named herein, subject to prior sale, when, as and if accepted by
them and subject to certain conditions. It is expected that delivery of the
Preferred Securities will be made only in book-entry form through the facilities
of The Depository Trust Company, on or about , 199 .
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SMITH BARNEY INC.

, 199
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
<PAGE>
(continued from previous page)

Upon the event of a default under the Declaration (as defined herein), the
holders of Preferred Securities will have a preference over the holders of the
Common Securities with respect to payments in respect of distributions and
payments upon redemption, liquidation and otherwise.

Holders of the Preferred Securities are entitled to receive cumulative cash
distributions at an annual rate of % of the liquidation amount of $25 per
Preferred Security, accruing from, and including, the date of original issuance
and payable quarterly in arrears on March 31, June 30, September 30 and December
31 of each year, commencing ,199_ ("distributions"). The payment of
distributions out of monies held by TRV Capital and payments on liquidation of
TRV Capital or the redemption of Preferred Securities out of monies held by TRV
Capital, as set forth below, are guaranteed by the Company (the "Guarantee") to
the extent described under "Description of Guarantee." The Guarantee covers
payments of distributions and other payments on the Preferred Securities only if
and to the extent that the Company has made a payment of interest or principal
or other payments on the Junior Subordinated Debt Securities held by TRV Capital
as its sole asset. The Guarantee, when taken together with the Company's
obligations under the Junior Subordinated Debt Securities, the Indenture (as
defined herein) pursuant to which the Junior Subordinated Debt Securities are
issued and its obligations under the Declaration, including its liabilities to
pay costs,expenses, debts and liabilities of TRV Capital (other than with
respect to the Trust Securities), provides a full and unconditional guarantee
of amounts due on the Preferred Securities. The obligations of the Company under
the Guarantee rank (i) subordinate and junior in right of payment to all other
liabilities of the Company, (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by the Company and with any guarantee
now or hereafter entered into by the Company in respect of any preferred or
preference stock of any subsidiary of the Company and (iii) senior to the
Company's common stock. The obligations of the Company under the Junior
Subordinated Debt Securities are subordinate and junior in right of payment to
all present and future Senior Indebtedness (as defined herein) of the Company.

The distribution rate and the distribution payment date and other payment
dates for the Preferred Securities will correspond to the interest rate and
interest payment dates and other payment dates on the Junior Subordinated Debt
Securities, which will be the sole assets of TRV Capital. As a result, if
principal or interest is not paid on the Junior Subordinated Debt Securities by
the Company, no amounts will be paid on the Preferred Securities because TRV
Capital will not have sufficient funds to make distributions on the Preferred
Securities. In such event, the Guarantee will not apply to such distributions
until TRV Capital has sufficient funds available therefor.

The Company has the right to defer payments of interest on the Junior
Subordinated Debt Securities by extending the interest payment period on the
Junior Subordinated Debt Securities at any time for up to 20 consecutive
quarters (each, an "Extension Period"), provided, that no Extension Period may
extend beyond the maturity of the Junior Subordinated Debt Securities. If
interest payments are so deferred, distributions on the Preferred Securities
will also be deferred. During any Extension Period, distributions on the
Preferred Securities will continue to accrue with interest thereon (to the
extent permitted by applicable law) at an annual rate of % per annum
compounded quarterly. Additionally, during any Extension Period, holders of
Preferred Securities will be required to include deferred interest income in
the form of original issue discount ("OID") in their gross income for United
States federal income tax purposes in advance of receipt of the cash
distributions with respect to such deferred interest payments. There
could be up to 80 Extension Periods of varying lengths throughout the term of
the Junior Subordinated Debt Securities. See "Description of the Junior
Subordinated Debt Securities--Option to Extend Interest Payment Period," "Risk
Factors Relating to the Preferred Securities--Option to Extend Interest Payment
Period" and "United States Federal Income Taxation--Interest Income and Original
Issue Discount."

The Junior Subordinated Debt Securities are redeemable by the Company, in
whole or in part, from time to time, on or after , 200 , or at any
time, in whole or in part, in certain circumstances upon the occurrence of a Tax
Event (as defined herein). If the Company redeems Junior Subordinated Debt
Securities, TRV Capital must redeem Trust Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the Junior
Subordinated Debt Securities so redeemed at $25 per Trust Security plus accrued
and unpaid distributions thereon (the "Redemption Price") to the date fixed for
redemption. See "Description of the Preferred Securities--Mandatory Redemption
of Trust Securities." The Preferred Securities will be redeemed upon maturity of
the Junior Subordinated Debt Securities. The Junior Subordinated Debt Securities
mature on , 203 . In addition, upon the occurrence of a Special
Event arising from a change in law or a change in legal interpretation regarding
tax or investment company matters, unless the Junior Subordinated Debt
Securities are redeemed in the limited circumstances described herein, TRV
Capital shall be dissolved, with the result that the Junior Subordinated Debt
Securities will be distributed to the holders of the Trust Securities, on a pro
rata basis, in lieu of any cash distribution. See "Description of the Preferred
Securities--Special Event Redemption or Distribution." In certain circumstances,
the Company will have the right to redeem the Junior Subordinated Debt
Securities prior to , 200 , which would result in the redemption by
TRV Capital of Trust Securities in the same amount on a pro rata basis. If the
Junior Subordinated Debt Securities are distributed to the holders of the
Preferred Securities, the Company will use its best efforts to have the Junior

S-2
<PAGE>
Subordinated Debt Securities listed on the New York Stock Exchange or on such
other exchange as the Preferred Securities are then listed. See "Description of
the Preferred Securities--Special Event Redemption or Distribution" and
"Description of the Junior Subordinated Debt Securities."

In the event of the involuntary or voluntary dissolution, winding up or
termination of TRV Capital, the holders of the Preferred Securities will be
entitled to receive for each Preferred Security a liquidation amount of $25 plus
accrued and unpaid distributions thereon (including interest thereon) to the
date of payment, unless, in connection with such dissolution, the Junior
Subordinated Debt Securities are distributed to the holders of the Preferred
Securities. See "Description of the Preferred Securities--Liquidation
Distribution Upon Dissolution."

Following the initial distribution of Preferred Securities, Smith Barney
Inc. ("Smith Barney"), an indirect wholly owned subsidiary of the Company and an
affiliate of TRV Capital, may offer and sell previously issued Preferred
Securities in the course of its business as a broker-dealer (subject to
obtaining any necessary approval of the New York Stock Exchange for any such
offers and sales). Smith Barney may act as a principal or agent in such
transactions.

This Prospectus Supplement, together with an appropriate Prospectus, may be
used by Smith Barney in connection with offers and sales of an indeterminate
amount of the Preferred Securities 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.
-------------------

FOR NORTH CAROLINA INVESTORS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING NOR HAS SUCH
COMMISSIONER RULED UPON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES
OFFERED HEREBY AT LEVELS ABOVE THOSE THAT MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING TRANSACTIONS, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

S-3
<PAGE>
SUMMARY

The following information is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus Supplement and the
accompanying 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 services 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, The Travelers Life and
Annuity 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 commercial and personal property and casualty products
throughout the United States. Property and casualty insurance policies are
issued primarily by subsidiaries of the Company's newly formed indirect
majority-owned subsidiary Travelers/Aetna Property Casualty Corp. ("TAP") 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.

On April 2, 1996, TAP purchased from Aetna Life and Casualty Company all of
the outstanding capital stock of The Aetna Casualty and Surety Company and The
Standard Fire Insurance Company for $4.16 billion in cash.

The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013 and its telephone number is (212) 816-8000.

TRV CAPITAL

TRV Capital is a statutory business trust formed under Delaware law pursuant
to (i) a declaration of trust, dated as of September 19, 1996, executed by the
Company, as sponsor (the "Sponsor"), and the trustees of TRV Capital (as
described below) and (ii) the filing of a certificate of trust with the
Secretary of State of the State of Delaware on September 19, 1996. Such
declaration will be amended and restated in its entirety (as so amended and
restated, the "Declaration") substantially in the form filed as an exhibit to
the Registration Statement of which this Prospectus Supplement and the
accompanying Prospectus form a part. The Declaration will be qualified as an
indenture under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). Upon issuance of the Preferred Securities, the purchasers
thereof will own all of the Preferred Securities. See "Description of the
Preferred Securities--Book-Entry Only Issuance--The Depository Trust Company."
The Company will directly or indirectly acquire Common Securities in an
aggregate liquidation amount equal to 3% or more of the total capital of TRV
Capital. TRV Capital exists for the exclusive purposes of (i) issuing the Trust
Securities representing undivided beneficial interests in the assets of the
Trust, (ii) investing the gross proceeds of the Trust Securities in the Junior
Subordinated Debt Securities and (iii) engaging in only those other activities
necessary or incidental thereto.

TRV Capital's business and affairs are conducted by its trustees, each
appointed by the Company as holder of the Common Securities. Pursuant to the
Declaration, the number of trustees of TRV Capital will be four: The Chase
Manhattan Bank, a New York banking association that is unaffiliated with
the Company, as the institutional trustee (the "Institutional Trustee"), Chase
Manhattan Bank Delaware, a banking association with its principal place of
business in the State of Delaware, as the Delaware trustee (the "Delaware
Trustee"), and two individual trustees (the "Regular Trustees" and, together
with the Institutional Trustee and the Delaware Trustee, the "TRV Trustees")
will be persons who are employees or officers of, or who are affiliated with the
Company. Initially, the Regular Trustees will be Heidi G. Miller and Irwin
Ettinger, each of whom is an officer of the Company. The Institutional Trustee
will act as the sole indenture trustee under the Declaration for purposes of
compliance with the Trust Indenture Act until removed or replaced by the holder
of the Common Securities. The Chase Manhattan Bank will also act as
indenture trustee (the "Guarantee Trustee") under the Guarantee. See
"Description of Guarantee" and "Description of Junior Subordinated Debt
Securities."

S-4
<PAGE>
The Institutional Trustee will hold title to the Junior Subordinated Debt
Securities for the benefit of the holders of the Trust Securities and, in its
capacity as the holder, the Institutional Trustee will have the power to
exercise all rights, powers and privileges under the indenture pursuant to which
the Junior Subordinated Debt Securities are issued. In addition, the
Institutional Trustee will maintain exclusive control of a segregated non-
interest bearing bank account (the "Property Account") to hold all payments made
in respect of the Junior Subordinated Debt Securities for the benefit of the
holders of the Trust Securities. The Institutional Trustee will make payments of
distributions and payments on liquidation, redemption and otherwise to the
holders of the Trust Securities out of funds from the Property Account. The
Guarantee Trustee will hold the Guarantee for the benefit of the holders of the
Preferred Securities. The Company, as the direct or indirect holder of all the
Common Securities, will have the right, subject to certain restrictions
contained in the Declaration, to appoint, remove or replace any TRV Trustee and
to increase or decrease the number of TRV Trustees. The Company will pay all
fees and expenses related to TRV Capital and the offering of the Trust
Securities. See "Description of the Junior Subordinated Debt
Securities--Miscellaneous."

The rights of the holders of the Preferred Securities, including economic
rights, rights to information and voting rights, are set forth in the
Declaration, the Delaware Business Trust Act (the "Trust Act") and the Trust
Indenture Act. See "Description of the Preferred Securities."

PREFERRED SECURITIES OFFERING

<TABLE>
<CAPTION>
<S> <C>
General...................... The Preferred Securities represent undivided beneficial interests in
TRV Capital's assets, which will consist solely of the Junior Subordinated
Debt Securities. The Junior Subordinated Debt Securities, in which the
proceeds of the Preferred Securities offered hereby will be invested,
mature on , 203 , unless the Junior Subordinated Debt Securities
are redeemed by the Company prior to such maturity as described under
"Description of the Preferred Securities--Mandatory Redemption of
Trust Securities" and "Description of the Preferred
Securities--Special Event Redemption or Distribution."
Distributions................ The distributions payable on each Preferred Security will be fixed at
a rate per annum of % of the stated liquidation amount of $25 per
Preferred Security, will be cumulative, will accrue from , 199 ,
the date of issuance of the Preferred Securities, and will be payable
quarterly in arrears, on March 31, June 30, September 30 and December
31 of each year, commencing , 199 . See "Description of the
Preferred Securities-- Distributions."
</TABLE>

S-5
<PAGE>

<TABLE>
<S> <C>
Option to Extend Interest
Payment Period...............
The Company has the right, at any time, to defer payments of interest
on the Junior Subordinated Debt Securities for a period not exceeding
20 consecutive quarters; provided, that no Extension Period may extend
beyond the maturity date of the Junior Subordinated Debt Securities.
As a consequence of the Company's extension of the interest payment
period, quarterly distributions on the Preferred Securities would be
deferred (though such distributions would continue to accrue with
interest thereon compounded quarterly, since interest would continue
to accrue on the Junior Subordinated Debt Securities) during any such
extended interest payment period. In the event that the Company
exercises its right to extend an interest payment period, then (a) the
Company shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or make
any guarantee payment with respect thereto, and (b) the Company shall
not make any payment of interest on or principal of (or premium, if
any, on), or repay, repurchase or redeem, any debt securities issued
by the Company which rank pari passu with or junior to the Junior
Subordinated Debt Securities. The foregoing, however, will not apply
(i) to any stock dividends paid by the Company where the dividend
stock is the same stock as that on which the dividend is being paid or
(ii) in certain other limited events. Prior to the termination of any
Extension Period, the Company may further extend such Extension
Period, provided that such Extension Period together with all such
previous and further extensions thereof may not exceed 20 consecutive
quarters. Upon the termination of any Extension Period and the payment
of all amounts then due, the Company may commence a new Extension
Period, subject to the foregoing requirements. See "Description of the
Junior Subordinated Debt Securities--Option to Extend Interest Payment
Period."
Should an Extension Period occur, Preferred Security holders will
continue to recognize interest income for United States federal income
tax purposes. As a result, such holders will be required to include
such interest in gross income for United States federal income tax
purposes in advance of the receipt of cash, and such holders will not
receive the cash from TRV Capital related to such income if such
holders dispose of Preferred Securities prior to the record date for
payment of distributions. See "United States Federal Income Taxation--
Interest Income and Original Issue Discount."
Mandatory Redemption......... Upon the repayment of the Junior Subordinated Debt Securities, whether
at maturity or upon earlier redemption as provided in the Indenture,
the proceeds from such repayment will be applied by the Institutional
Trustee to redeem a like amount of Trust Securities, upon the terms
and conditions described herein. See "Description of the Preferred
Securities--Mandatory Redemption of Trust Securities."
Optional Redemption.......... The Company has the right to redeem the Junior Subordinated Debt
Securities (a) on or after , 200 , in whole at any time or in
part from time to time, subject to the conditions described in
"Description of the Junior Subordinated Debt Securities--Optional
Redemption" or (b) at any time, in whole or in part, in certain
circumstances upon the occurrence of a Tax Event (as defined herein)
as described under "Description of the Preferred Securities--Special
Event Redemption or Distribution," in each case at a redemption price
equal to 100% of the principal amount of Junior Subordinated Debt
Securities being redeemed, together with any accrued but unpaid
interest, to but not including the redemption date. See "Description
of the Junior Subordinated Debt Securities--Optional Redemption." If
the Company redeems any Junior Subordinated Debt Securities, the
proceeds from such redemption will be applied by the Institutional
Trustee to redeem a like amount of Trust Securities.
</TABLE>

S-6
<PAGE>

<TABLE>
<S> <C>
Special Event Distribution... Subject to certain conditions and except in limited circumstances, if
at any time a Special Event (as defined herein) shall occur and be
continuing, TRV Capital shall be dissolved with the result that Junior
Subordinated Debt Securities with an aggregate principal amount equal
to the aggregate stated liquidation amount of, with an interest rate
identical to the distribution rate of, and with accrued and unpaid
interest thereon equal to accrued and unpaid distributions on, the
Trust Securities outstanding at such time, would be distributed to the
holders of the Trust Securities in liquidation of such holders'
interests in TRV Capital on a pro rata basis within 90 days following
the occurrence of such Special Event. See "Description of the
Preferred Securities--Special Event Redemption or Distribution."
Voting Rights................ Generally, the holders of the Preferred Securities will not have any
voting rights. See "Description of the Preferred Securities--Voting
Rights."
Subject to certain conditions, including that the Institutional
Trustee obtain the opinion of counsel described under "Description of
the Preferred Securities--Voting Rights" prior to taking certain
actions, the holders of a majority in aggregate liquidation amount of
the Preferred Securities have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the
Institutional Trustee, or direct the exercise of any trust or power
conferred upon the Institutional Trustee under the Declaration
including the right to direct the Institutional Trustee, as holder of
the Junior Subordinated Debt Securities, to (i) exercise the remedies
available under the Indenture with respect to the Junior Subordinated
Debt Securities, (ii) waive any past Indenture Event of Default that
is waivable under the Indenture (as defined herein), (iii) exercise
any right to rescind or annul a declaration that the principal of all
the Junior Subordinated Debt Securities shall be due and payable, or
(iv) consent to any amendment, modification or termination of the
Indenture or the Junior Subordinated Debt Securities where such
consent shall be required; provided, however, that where a consent or
action under the Indenture would require the consent or act of a Super
Majority (as defined herein) of holders of the Junior Subordinated
Debt Securities affected thereby, only the holders of at least such
Super Majority in aggregate liquidation amount of the Preferred
Securities may direct the Institutional Trustee to give such consent
or take such action. See "Description of the Preferred
Securities--Voting Rights."
Use of Proceeds.............. The proceeds from the sale of the Preferred Securities offered hereby
will be used by TRV Capital to purchase the Junior Subordinated Debt
Securities issued by the Company. The Company expects to use such
proceeds for general corporate purposes. See "Use of Proceeds."
Listing...................... The Company intends to apply for listing of the Preferred Securities
on the New York Stock Exchange. Trading of the Preferred Securities on
the New York Stock Exchange is expected to commence within a 30-day
period after the initial delivery of the Preferred Securities.
</TABLE>

RISK FACTORS

Prospective investors should consider carefully, in addition to the other
information contained in this Prospectus Supplement and the accompanying
Prospectus, the matters set forth under the caption "Risk Factors" in this
Prospectus Supplement before purchasing the Preferred Securities offered hereby.
------------

Unless otherwise indicated, all information in this Prospectus Supplement
and the accompanying Prospectus assumes no exercise of the Underwriters' option
to purchase from the Trust up to additional Preferred Securities solely
to cover over-allotments, if any. See "Underwriting."

S-7
<PAGE>
RISK FACTORS

Prospective investors should consider carefully, in addition to the other
information contained in this Prospectus Supplement and the accompanying
Prospectus, the following risk factors before purchasing the Preferred
Securities offered hereby.

RANKING OF SUBORDINATE OBLIGATIONS UNDER THE JUNIOR SUBORDINATED DEBT SECURITIES
AND THE GUARANTEE

The obligations of the Company under the Junior Subordinated Debt Securities
are subordinate and junior in right of payment to all present and future Senior
Indebtedness of the Company. No payment of principal (including redemption
payments, if any), premium, if any, or interest on the Junior Subordinated Debt
Securities may be made if (i) any Senior Indebtedness of the Company is not paid
when due and any applicable grace period with respect to such default has ended
with such default not having been cured or waived or ceasing to exist, or (ii)
the maturity of any Senior Indebtedness of the Company has been accelerated
because of a default. The Company's obligations under the Guarantee rank (i)
subordinate and junior in right of payment to all other liabilities of the
Company, (ii) pari passu with the most senior preferred or preference stock now
or hereafter issued by the Company and with any guarantee now or hereafter
entered into by the Company in respect of any preferred or preference stock of
any subsidiary of the Company and (iii) senior to the Company's Common Stock.
There are no terms in the Preferred Securities, the Junior Subordinated Debt
Securities or the Guarantee that limit the Company's ability to incur additional
indebtedness, including indebtedness that ranks senior to the Junior
Subordinated Debt Securities and the Guarantee. See "Description of
Guarantee--Status of the Guarantee" and "Description of the Junior
Subordinated Debt Securities--Subordination."

RIGHTS UNDER THE GUARANTEE

The Guarantee will be qualified as an indenture under the Trust Indenture
Act. The Chase Manhattan Bank will act as indenture trustee under the Guarantee
for the purposes of compliance with the provisions of the Trust Indenture Act.
The Guarantee Trustee will hold the Guarantee for the benefit of the holders of
the Preferred Securities.

The Guarantee guarantees to the holders of the Preferred Securities the
payment of (i) any accrued and unpaid distributions that are required to be paid
on the Preferred Securities, to the extent TRV Capital has funds available
therefor, (ii) the Redemption Price with respect to Preferred Securities called
for redemption by TRV Capital, to the extent TRV Capital has funds available
therefor, and (iii) upon a voluntary or involuntary dissolution, winding-up or
termination of TRV Capital (other than in connection with the distribution of
Junior Subordinated Debt Securities to the holders of Preferred Securities or a
redemption of all the Preferred Securities), the lesser of (a) the aggregate of
the liquidation amount and all accrued and unpaid distributions on the Preferred
Securities to the date of the payment and (b) the amount of assets of TRV
Capital remaining available for distribution to holders of the Preferred
Securities in liquidation of TRV Capital. The holders of a majority in
liquidation amount of the Preferred Securities have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Guarantee Trustee or to direct the exercise of any trust or power conferred
upon the Guarantee Trustee under the Guarantee. If the Guarantee Trustee fails
to enforce the Guarantee, any holder of Preferred Securities may directly
institute a legal proceeding against the Company to enforce the Guarantee
Trustee's rights under the Guarantee without first instituting a legal
proceeding against TRV Capital, the Guarantee Trustee or any other person or
entity. A holder of Preferred Securities may also directly institute a legal
proceeding against the Company to enforce such holder's right to receive payment
under the Guarantee without first (i) directing the Guarantee Trustee to enforce
the terms of the Guarantee or (ii) instituting a legal proceeding against TRV
Capital or any other person or entity. If the Company were to default on its
obligation to pay amounts payable on the Junior Subordinated Debt Securities,
TRV Capital would lack available funds for the payment of distributions or
amounts payable on redemption of the Preferred Securities or otherwise, and, in
such event, holders of the Preferred Securities would not be able to rely upon
the Guarantee for payment of such amounts. Instead, a holder of the Preferred
Securities would rely on the enforcement (1) by the Institutional Trustee of its
rights as registered holder of the Junior Subordinated Debt Securities against
the Company pursuant to the terms of the Junior Subordinated Debt Securities or
(2) by such holder of Preferred

S-8
<PAGE>
Securities of its right against the Company to enforce payments on the Junior
Subordinated Debt Securities. See "Description of Guarantees" and "Description
of Junior Subordinated Debt Securities" in the accompanying Prospectus. The
Declaration provides that each holder of Preferred Securities, by acceptance
thereof, agrees to the provisions of the Guarantee, including the subordination
provisions thereof, and the Indenture (as defined herein).

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF PREFERRED SECURITIES

If a Declaration Event of Default (as defined herein) occurs and is
continuing, then the holders of Preferred Securities would rely on the
enforcement by the Institutional Trustee of its rights as a holder of the Junior
Subordinated Debt Securities against the Company. In addition, the holders of a
majority in liquidation amount of the Preferred Securities will have the right
to direct the time, method, and place of conducting any proceeding for any
remedy available to the Institutional Trustee or to direct the exercise of any
trust or power conferred upon the Institutional Trustee under the Declaration,
including the right to direct the Institutional Trustee to exercise the remedies
available to it as a holder of the Junior Subordinated Debt Securities. If the
Institutional Trustee fails to enforce its rights under the Junior Subordinated
Debt Securities, any holder of Preferred Securities may directly institute a
legal proceeding against the Company to enforce the Institutional Trustee's
rights under the Junior Subordinated Debt Securities without first instituting
any legal proceeding against the Institutional Trustee or any other person or
entity. If a Declaration Event of Default has occurred and is continuing and
such event is attributable to the failure of the Company to pay interest or
principal on the Junior Subordinated Debt Securities on the date such interest
or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a holder of Preferred Securities may also directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the Junior Subordinated Debt Securities having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder (a "Direct Action") on or after the respective due
date specified in the Junior Subordinated Debt Securities without first (i)
directing the Institutional Trustee to enforce the terms of the Junior
Subordinated Debt Securities or (ii) instituting a legal proceeding against the
Company to enforce the Institutional Trustee's rights under the Junior
Subordinated Debt Securities. In connection with such Direct Action, the Company
will be subrogated to the rights of such holder of Preferred Securities under
the Declaration to the extent of any payment made by the Company to such holder
of Preferred Securities in such Direct Action. Consequently, the Company will be
entitled to payment of amounts that a holder of Preferred Securities receives in
respect of an unpaid distribution that resulted in the bringing of a Direct
Action to the extent that such holder receives or has already received full
payment with respect to such unpaid distribution from TRV Capital. The holders
of Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Junior Subordinated Debt Securities.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

The Company has the right under the Indenture to defer payments of interest
on the Junior Subordinated Debt Securities by extending the interest payment
period from time to time on the Junior Subordinated Debt Securities for an
Extension Period not exceeding 20 consecutive quarterly interest periods during
which no interest shall be due and payable, provided, that no Extension Period
may extend beyond the maturity of the Junior Subordinated Debt Securities. As a
consequence of such an extension, quarterly distributions on the Preferred
Securities would be deferred (but despite such deferral would continue to accrue
with interest thereon compounded quarterly) by TRV Capital during any such
extended interest payment period. In the event that the Company exercises this
right to defer interest payments, then (a) the Company shall not declare or pay
any dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
or make any guarantee payment with respect thereto (other than (i) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of an exchange or conversion of any class or
series of the Company's capital stock for any other class or series of the
Company's capital stock, or (iii) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged), and (b) the
Company shall not make any payment of interest on or principal of (or premium,
if any, on), or repay, repurchase or redeem, any debt securities issued by the
Company which rank pari passu with or junior to such Junior Subordinated Debt
Securities. The foregoing, however, will not apply to any stock dividends paid
by the Company where the dividend stock is the same stock as that on which the
dividend is being paid. Prior to the termination of any Extension Period, the
Company may further extend such Extension

S-9
<PAGE>
Period; provided, that such Extension Period, together with all such previous
and further extensions thereof, may not exceed 20 consecutive quarterly interest
periods; provided, further, that no Extension Period may extend beyond the
maturity of the Junior Subordinated Debt Securities. Upon the termination of any
Extension Period and the payment of all amounts then due, the Company may
commence a new Extension Period, subject to the above requirements.
Consequently, there could be up to 80 Extension Periods of varying lengths
throughout the term of the Junior Subordinated Debt Securities. See "Description
of the Preferred Securities--Distributions" and "Description of the Junior
Subordinated Debt Securities--Option to Extend Interest Payment Period."

The junior subordinated debt securities issued from time to time in
connection with the issuance of trust preferred securities by a Trust will
contain the same restrictive covenants described in the preceding paragraph. The
effect of such restrictive covenants will be to limit the rights of holders of
Preferred Securities to receive payments with respect thereto if there has been
a deferral of interest under any such junior subordinated debt securities.

Should the Company exercise its right to defer any payment of interest on
the Junior Subordinated Debt Securities by extending the interest payment
period, under recently issued Treasury regulations, each holder of Preferred
Securities will continue to accrue income in the form of OID in respect
of the deferred interest allocable to its Preferred Securities for United States
federal income tax purposes, which will be allocated but not distributed, to
holders of record of Preferred Securities. As a result, during any Extension
Period, each such holder of Preferred Securities will recognize income for
United States federal income tax purposes in advance of the receipt of cash
and will not receive the cash from TRV Capital related to such income if such
holder disposes of its Preferred Securities prior to the record date for the
date on which distributions of such amounts are made. The Company has no
current intention of exercising its right to defer payments of interest by
extending the interest payment period on the Junior Subordinated Debt
Securities. However, should the Company exercise such right in the future,
the market price of the Preferred Securities is likely to be affected.
A holder that disposes of its Preferred Securities
during an Extension Period, therefore, might not receive the same return on its
investment as a holder that continues to hold its Preferred Securities. In
addition, as a result of the existence of the Company's right to defer interest
payments, the market price of the Preferred Securities (which represent an
undivided beneficial interest in the Junior Subordinated Debt Securities) may be
more volatile than other similar securities where the issuer does not have such
rights to defer interest payments. See "United States Federal Income
Taxation--Interest Income and Original Issue Discount" and "--Sales of
Preferred Securities."

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

Upon the occurrence of a Special Event (as defined herein), TRV Capital will
be dissolved, except in the limited circumstance described below, with the
result that the Junior Subordinated Debt Securities will be distributed to the
holders of the Trust Securities in connection with the liquidation of TRV
Capital. In certain circumstances in connection with a Tax Event, the Company
has the right to redeem the Junior Subordinated Debt Securities, in whole or in
part, in lieu of a distribution of the Junior Subordinated Debt Securities to
holders of Trust Securities by TRV Capital, in which event TRV Capital will
redeem the Trust Securities on a pro rata basis to the same extent as the Junior
Subordinated Debt Securities are redeemed by the Company. See "Description of
the Preferred Securities--Special Event Redemption or Distribution."

Under current United States federal income tax law, a distribution of Junior
Subordinated Debt Securities upon the dissolution of TRV Capital would not be a
taxable event to holders of the Preferred Securities. Upon the occurrence of a
Tax Event, however, a dissolution of TRV Capital in which holders of the
Preferred Securities receive cash would be a taxable event to such holders. See
"United States Federal Income Taxation--Receipt of Junior Subordinated Debt
Securities or Cash Upon Liquidation of TRV Capital."

There can be no assurance as to the market prices for the Preferred
Securities or the Junior Subordinated Debt Securities that may be distributed in
exchange for Preferred Securities if a dissolution or liquidation of TRV Capital
were to occur. Accordingly, the Preferred Securities that an investor may
purchase, whether pursuant to the offer made hereby or in the secondary market,
or the Junior Subordinated Debt Securities that a holder of Preferred Securities
may receive on dissolution and liquidation of TRV Capital, may trade at a
discount to the price that the investor paid to purchase the Preferred
Securities offered hereby. Because holders of Preferred Securities may receive
Junior Subordinated Debt Securities upon the occurrence of a Special Event,
prospective purchasers of Preferred Securities are also making an investment
decision with regard to the Junior Subordinated

S-10
<PAGE>
Debt Securities and should carefully review all the information regarding the
Junior Subordinated Debt Securities contained herein and in the accompanying
Prospectus. See "Description of the Preferred Securities--Special Event
Redemption or Distribution" and "Description of the Junior Subordinated Debt
Securities--General."

PROPOSED TAX LEGISLATION

On March 19, 1996, President Clinton proposed certain tax law changes (the
"Proposed Legislation") that would, among other things, generally deny corporate
issuers a deduction for interest in respect of certain debt obligations, such as
the Junior Subordinated Debt Securities, issued on or after December 7, 1995. On
March 29, 1996, Senate Finance Committee Chairman William V. Roth, Jr. and House
Ways and Means Committee Chairman Bill Archer issued a joint statement (the
"Joint Statement") indicating their intent that the Proposed Legislation, if
adopted by either of the tax-writing committees of Congress, would have an
effective date that is no earlier than the date of "appropriate Congressional
action." Based upon the Joint Statement, it is expected that if the Proposed
Legislation were to be enacted, such legislation would not apply to the Junior
Subordinated Debt Securities. There can be no assurance, however, that the
effective date guidance contained in the Joint Statement will be incorporated
into the Proposed Legislation, if enacted, or that other legislation enacted
after the date hereof will not otherwise adversely affect the ability of the
Company to deduct the interest payable on the Junior Subordinated Debt
Securities. Accordingly, there can be no assurance that a Tax Event will not
occur. The occurrence of a Tax Event may, among other things, result in a
dissolution of TRV Capital in which holders of the Preferred Securities may
receive cash, which would be a taxable event to such holders. See "--Special
Event Redemption or Distribution" and "Description of the Preferred
Securities--Special Event Redemption or Distribution."

LIMITED VOTING RIGHTS

Holders of Preferred Securities will have limited voting rights and will not
be entitled to vote to appoint, remove or replace, or to increase or decrease
the number of, TRV Trustees, which voting rights are vested exclusively in the
holder of the Common Securities. See "Description of the Preferred
Securities--Voting Rights."

TRADING PRICE

Should the Company exercise its option to defer any payment of interest on
the Junior Subordinated Debt Securities, the Preferred Securities may trade at
a price that does not fully reflect the value of accrued but unpaid interest
with respect to the underlying Junior Subordinated Debt Securities. In the
event of such a deferral, a holder of Preferred Securities who disposes of its
Preferred Securities between record dates for payments of distributions thereon
will be required to include income as ordinary income accrued but unpaid
interest on the Junior Subordinated Debt Securities to the date of
disposition and to add such amount to its adjusted tax basis in its pro
rata share of the underlying Junior Subordinated Debt Securities deemed
disposed of. To the extent the selling price is less than such holder's
adjusted tax basis (which will include, in the form of OID, all accrued but
unpaid interest), such holder will recognize a capital loss. Subject to
certain limited exceptions, capital losses cannot be applied to offset
ordinary income for United States federal income tax purposes. See
"United States Federal Income Taxation-- Interest Income and Original Issue
Discount" and "--Sales of Preferred Securities."

S-11
<PAGE>
USE OF PROCEEDS

All of the net proceeds from the sale of the Preferred Securities offered
hereby will be invested by TRV Capital in Junior Subordinated Debt Securities of
the Company. The Company will use the proceeds from the sale of the Junior
Subordinated Debt Securities to TRV Capital for general corporate purposes,
which may include capital contributions to subsidiaries of the Company, the
redemption of shares of preferred stock of the Company, and/or the reduction or
refinancing of borrowings of the Company or its subsidiaries. See
"Capitalization."

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
SIX MONTHS ENDED ---------------------------------------------
JUNE 30, 1996 1995 1994 1993 1992(1) 1991
---------------- ----- ---- ---- ------- -----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to combined fixed charges
and preferred stock dividends 2.15 2.09 2.12 2.64 2.57 1.85
</TABLE>

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

(1) 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 for 1992 would have been 2.33.

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

ACCOUNTING TREATMENT

The financial statements of TRV Capital will be reflected in the Company's
consolidated financial statements with the Preferred Securities shown as
"TRV-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts
holding solely Junior Subordinated Debt Securities."

S-12
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company at June 30,
1996, and as adjusted to give effect to (i) the conversion, during the third
quarter of 1996, of shares of the Company's 5.50% Convertible Preferred Stock,
Series B, into shares of the Company's common stock, (ii) the issuance and sale
of additional long-term debt of certain subsidiaries of the Company after June
30, 1996 through the date hereof, (iii) the issuance of the Preferred
Securities, and (iv) the application of the proceeds from the issuance of such
long-term debt and the Preferred Securities to the repayment of investment
banking and brokerage borrowings and short-term borrowings, as if such
transactions had occurred on June 30, 1996.

<TABLE>
<CAPTION>
AT JUNE 30, 1996
------------------------
OUTSTANDING AS ADJUSTED
----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C>
Debt:
Investment banking and brokerage borrowings.................................... $ 3,483 $
Short-term borrowings.......................................................... 2,368
Long-term debt................................................................. 10,161
----------- -----------
Total debt................................................................. $16,012 $
TAP-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts
holding solely Junior Subordinated Debt Securities (1)......................... 900
TRV-Obligated Mandatorily Redeemable Preferred Securities of Subsidiary Trusts
holding solely Junior Subordinated Debt Securities (2).........................

Stockholders' equity:
Preferred stock at aggregate liquidation value................................. 763
Common stock ($.01 par value; authorized shares: 1,500,000,000; issued shares:
553,742,005 outstanding and as adjusted)................................ 6
Additional paid-in capital..................................................... 6,983
Retained earnings.............................................................. 6,408
Treasury stock at cost......................................................... (2,102)
Unrealized gain (loss) on investment securities ............................... 1
Other, principally unearned compensation and minimum pension liability......... (334)
----------- -----------
Total stockholders' equity............................................... 11,725
----------- -----------
Total capitalization..................................................... $28,637 $
----------- -----------
----------- -----------
</TABLE>

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

(1) The sole asset of TAP Capital I is $824,743,000 aggregate principal amount
of 8.08% junior subordinated deferrable interest debentures of TAP due April
30, 2036. The sole asset of TAP Capital II is $103,093,000 aggregate
principal amount of 8% junior subordinated deferrable interest debentures of
TAP due May 15, 2036.

(2) The sole asset of each trust will be junior subordinated deferrable interest
debentures of the Company. The sole asset of TRV Capital will be
$ million aggregate principal amount of % junior subordinated
deferrable interest debentures of the Company due , 20 .

S-13
<PAGE>
DESCRIPTION OF THE PREFERRED SECURITIES

The Preferred Securities will be issued pursuant to the terms of the
Declaration. The Declaration will be qualified as an indenture under the Trust
Indenture Act. The Institutional Trustee, The Chase Manhattan Bank, will act as
indenture trustee under the Declaration for purposes of compliance with the
provisions of the Trust Indenture Act. The terms of the Preferred Securities
will include those stated in the Declaration and those made part of the
Declaration by the Trust Indenture Act. This description supplements the
description of the general terms and provisions of the Preferred Securities set
forth in the accompanying Prospectus under the caption "Description of Preferred
Securities." The following summary of the material terms and provisions of the
Preferred Securities does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the Declaration (a copy of which is
filed as an exhibit to the Registration Statement of which this Prospectus
Supplement is a part), the Trust Act and the Trust Indenture Act.

GENERAL

The Declaration authorizes the Regular Trustees to issue on behalf of TRV
Capital the Trust Securities, which represent undivided beneficial interests in
the assets of TRV Capital. All of the Common Securities will be owned, directly
or indirectly, by the Company. The Common Securities rank pari passu, and
payments will be made thereon on a pro rata basis, with the Preferred
Securities, except that upon the occurrence and during the continuance of a
Declaration Event of Default, the rights of the holders of the Common Securities
to receive payment of periodic distributions and payments upon liquidation,
redemption and otherwise will be subordinated to the rights of the holders of
the Preferred Securities. The Declaration does not permit the issuance by TRV
Capital of any securities other than the Trust Securities or the incurrence of
any indebtedness by TRV Capital. Pursuant to the Declaration, the Institutional
Trustee will hold title to the Junior Subordinated Debt Securities purchased by
TRV Capital for the benefit of the holders of the Trust Securities. The payment
of distributions out of money held by TRV Capital, and payments upon redemption
of the Preferred Securities or liquidation of TRV Capital out of money held by
TRV Capital, are guaranteed by the Company to the extent described under
"Description of Guarantee." The Guarantee will be held by The Chase Manhattan
Bank, the Guarantee Trustee, for the benefit of the holders of the Preferred
Securities. The Guarantee does not cover payment of distributions when TRV
Capital does not have sufficient available funds to pay such distributions. In
such event, the remedy of a holder of Preferred Securities is to (i) vote to
direct the Institutional Trustee to enforce the Institutional Trustee's rights
under the Junior Subordinated Debt Securities or (ii) if the failure of TRV
Capital to pay distributions is attributable to the failure of the Company to
pay interest or principal on the Junior Subordinated Debt Securities, institute
a proceeding directly against the Company for enforcement of payment to such
holder of the principal or interest on the Junior Subordinated Debt Securities
having a principal amount equal to the aggregate liquidation amount of the
Preferred Securities of such holder on or after the respective due date
specified in the Junior Subordinated Debt Securities. See "--Voting Rights."

DISTRIBUTIONS

Distributions on the Preferred Securities will be fixed at a rate per annum
of % of the stated liquidation amount of $25 per Preferred Security.
Distributions in arrears beyond the first date such distributions are payable
(or would be payable, if not for any Extension Period or default by the Company
on the Junior Subordinated Debt Securities) will bear interest thereon at the
rate per annum of % thereof compounded quarterly. The term "distribution" as
used herein includes any such interest payable unless otherwise stated. The
amount of distributions payable for any period will be computed on the basis of
a 360-day year of twelve 30-day months.

Distributions on the Preferred Securities will be cumulative, will accrue
from and including , 199 , and will be payable quarterly in arrears on
March 31, June 30, September 30 and December 31 of each year, commencing
, 199 . When, as and if available for payment, distributions will be made
by the Institutional Trustee, except as otherwise described below.

The distribution rate and the distribution payment dates and other payment
dates for the Preferred Securities will correspond to the interest rate and
interest payment dates and other payment dates on the Junior Subordinated Debt
Securities.

S-14
<PAGE>
Subordinated Debt Securities. As a consequence of the Company's extension of the
interest payment period, quarterly distributions on the Preferred Securities
would be deferred (though such distributions would continue to accrue with
interest thereon compounded quarterly, since interest would continue to accrue
on the Junior Subordinated Debt Securities) during any such extended interest
payment period. In the event that the Company exercises its right to extend the
interest payment period, then (a) the Company shall not declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
or make any guarantee payment with respect thereto (other than (i) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of an exchange or conversion of any class or
series of the Company's capital stock for any other class or series of the
Company's capital stock, or (iii) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged), and (b) the
Company shall not make any payment of interest on or principal of (or premium,
if any, on), or repay, repurchase or redeem, any debt securities issued by the
Company which rank pari passu with or junior to the Junior Subordinated Debt
Securities. The foregoing, however, will not apply to any stock dividends paid
by the Company where the dividend stock is the same stock as that on which the
dividend is being paid. Prior to the termination of any Extension Period, the
Company may further extend such Extension Period; provided, that such Extension
Period, together with all such previous and further extensions thereof, may not
exceed 20 consecutive quarterly interest periods; provided further, that no
Extension Period may extend beyond the maturity of the Junior Subordinated Debt
Securities. Upon the termination of any Extension Period and the payment of all
amounts then due, the Company may commence a new Extension Period, subject to
the above requirements. Consequently, there could be up to 80 Extension Periods
of varying lengths throughout the term of the Junior Subordinated Debt
Securities. See "Description of the Junior Subordinated Debt Securities--
Interest" and "--Option to Extend Interest Payment Period." The Regular Trustees
shall give the holders of the Preferred Securities notice of any Extension
Period upon their receipt of notice thereof from the Company. See "Description
of the Junior Subordinated Debt Securities--Option To Extend Interest Payment
Period." If distributions are deferred, the deferred distributions and accrued
interest thereon shall be paid to holders of record of the Preferred Securities
as they appear on the books and records of TRV Capital on the record date next
following the termination of such deferral period.

Distributions on the Preferred Securities will be made on the dates payable
to the extent that TRV Capital has funds available for the payment of such
distributions in the Property Account. TRV Capital's funds available for
distribution to the holders of the Preferred Securities will be limited to
payments received from the Company on the Junior Subordinated Debt Securities.
See "Description of the Junior Subordinated Debt Securities." The payment of
distributions out of monies held by TRV Capital is guaranteed by the Company to
the extent set forth under "Description of Guarantee."

Distributions on the Preferred Securities will be payable to the holders
thereof as they appear on the books and records of TRV Capital at the close of
business on the relevant record dates, which, as long as the Preferred
Securities remain in book-entry only form, the relevant record dates shall
conform to the rules of any securities exchange on which the Preferred
Securities are listed and, if none, will be one Business Day prior to the
relevant payment dates. Such distributions will be paid through the
Institutional Trustee who will hold amounts received in respect of the Junior
Subordinated Debt Securities in the Property Account for the benefit of the
holders of the Trust Securities. Subject to any applicable laws and regulations
and the provisions of the Declaration, each such payment will be made as
described under "--Book-Entry Only Issuance--The Depository Trust Company"
below. In the event that the Preferred Securities do not continue to remain in
book-entry only form, the Regular Trustees shall have the right to select
relevant record dates, which shall be more than 14 days but less than 60 days
prior to the relevant payment dates. In the event that any date on which
distributions are to be made on the Preferred Securities is not a Business Day,
then payment of the distributions payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such record date. A "Business Day" shall mean any day other than Saturday,
Sunday or any other day on which banking institutions in New York City (in the
State of New York) are permitted or required by any applicable law to close.

MANDATORY REDEMPTION OF TRUST SECURITIES

The Preferred Securities have no stated maturity date but will be redeemed
upon the maturity of the Junior Subordinated Debt Securities or to the extent
the Junior Subordinated Debt Securities are redeemed. The Junior

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Subordinated Debt Securities will mature on , 203 , and may be redeemed,
in whole or in part, at any time on or after , 200 , or at any time, in
whole or in part, in certain circumstances upon the occurrence of a Tax Event
(as described under "Special Event Redemption or Distribution" below). See
"Description of the Junior Subordinated Debt Securities--Optional Redemption."
Upon the maturity of the Junior Subordinated Debt Securities, the proceeds of
the repayment thereof shall simultaneously be applied to redeem all outstanding
Trust Securities at the Redemption Price. Upon the redemption of the Junior
Subordinated Debt Securities, whether in whole or in part (either at the option
of the Company or pursuant to a Tax Event), the proceeds from such redemption
shall simultaneously be applied to redeem Trust Securities having an aggregate
liquidation amount equal to the aggregate principal amount of the Junior
Subordinated Debt Securities so redeemed at the Redemption Price; provided, that
holders of Trust Securities shall be given not less than 30 nor more than 60
days' notice of such redemption. In the event that fewer than all of the
outstanding Preferred Securities are to be redeemed, the Preferred Securities
will be redeemed pro rata as described under "--Book-Entry Only Issuance-- The
Depository Trust Company" below.

SPECIAL EVENT REDEMPTION OR DISTRIBUTION

"Tax Event" means that the Regular Trustees shall have received an opinion
of a nationally recognized independent tax counsel experienced in such matters
(a "Dissolution Tax Opinion") to the effect that, as a result of (a) any
amendment to, or change (including any announced prospective change) in, the
laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or (b) any amendment to or
change in an interpretation or application of such laws or regulations by any
legislative body, court, governmental agency or regulatory authority (including
the enactment of any legislation and the publication of any judicial decision or
regulatory determination on or after the date of this Prospectus Supplement), in
either case after the date of this Prospectus Supplement, there is more than an
insubstantial risk that (i) TRV Capital would be subject to United States
federal income tax with respect to income accrued or received on the Junior
Subordinated Debt Securities, (ii) interest payable to TRV Capital on the Junior
Subordinated Debt Securities would not be deductible, in whole or in part, by
the Company for United States federal income tax purposes or (iii) TRV Capital
would be subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

"Investment Company Event" means that the Regular Trustees shall have
received an opinion of a nationally recognized independent counsel experienced
in practicing under the 1940 Act (as defined herein) to the effect that, as a
result of the occurrence of a change in law or regulation or a written change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
there is more than an insubstantial risk that TRV Capital is or will be
considered an "investment company" which is required to be registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), which Change in
1940 Act Law becomes effective on or after the date of this Prospectus
Supplement.

If, at any time, a Tax Event or an Investment Company Event (each, as
defined above, a "Special Event") shall occur and be continuing, TRV Capital
shall, except in the limited circumstances described below, be dissolved with
the result that Junior Subordinated Debt Securities with an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an interest
rate identical to the distribution rate of, and with accrued and unpaid interest
equal to accrued and unpaid distributions on, the Trust Securities outstanding
at such time would be distributed to the holders of the Trust Securities in
liquidation of such holders' interests in TRV Capital on a pro rata basis within
90 days following the occurrence of such Special Event; provided, however, that
in the case of the occurrence of a Tax Event, such dissolution and distribution
shall be conditioned on the Regular Trustees' receipt of an opinion of
nationally recognized independent tax counsel experienced in such matters (a "No
Recognition Opinion"), which opinion may rely on, among other things, published
revenue rulings of the Internal Revenue Service, to the effect that the holders
of the Trust Securities will not recognize any gain or loss for United States
federal income tax purposes as a result of such dissolution and distribution of
Junior Subordinated Debt Securities and, provided further, that, if at the time
there is available to the Company or TRV Capital the opportunity to eliminate,
within such 90 day period, the Special Event by taking some ministerial action,
such as filing a form or making an election, or pursuing some other similar
reasonable measure, that will have no adverse effect on TRV Capital, the
Company or the holders of the Trust Securities, the Company or TRV Capital will
pursue such measure in lieu of dissolution. Furthermore, if in the case of the
occurrence of a Tax Event, (i) the Company has received an opinion (a
"Redemption Tax Opinion") of nationally recognized independent tax counsel
experienced in such matters that, as a result of such Tax Event, there is more
than an insubstantial risk that the Company would be precluded from deducting
the interest on the Junior Subordinated Debt Securities for United States

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federal income tax purposes, even after the Junior Subordinated Debt Securities
were distributed to the holders of Trust Securities in liquidation of such
holders' interests in TRV Capital as described above, or (ii) the Regular
Trustees shall have been informed by such tax counsel that it cannot deliver a
No Recognition Opinion to the Regular Trustees, the Company shall have the
right, upon not less than 30 nor more than 60 days' notice, to redeem the Junior
Subordinated Debt Securities, in whole or in part, for cash within 90 days
following the occurrence of such Tax Event, and, following such redemption,
Trust Securities with an aggregate liquidation amount equal to the aggregate
principal amount of the Junior Subordinated Debt Securities so redeemed shall be
redeemed by TRV Capital at the Redemption Price on a pro rata basis; provided,
however, that if at the time there is available to the Company or TRV Capital
the opportunity to eliminate, within such 90-day period, the Tax Event by taking
some ministerial action, such as filing a form or making an election or pursuing
some other similar reasonable measure that will have no adverse effect on TRV
Capital, the Company or the holders of the Trust Securities, the Company or TRV
Capital will pursue such measure in lieu of redemption.

If the Junior Subordinated Debt Securities are distributed to the holders of
the Preferred Securities, the Company will use its best efforts to cause the
Junior Subordinated Debt Securities to be listed on the New York Stock Exchange
or on such other exchange as the Preferred Securities are then listed.

After the date for any distribution of Junior Subordinated Debt Securities
upon dissolution of TRV Capital, (i) the Preferred Securities will no longer be
deemed to be outstanding, (ii) the securities depositary or its nominee, as the
record holder of the Preferred Securities, will receive a registered global
certificate or certificates representing the Junior Subordinated Debt Securities
to be delivered upon such distribution, and (iii) any certificates representing
Preferred Securities not held by the Depositary or its nominee will be deemed to
represent Junior Subordinated Debt Securities having an aggregate principal
amount equal to the aggregate stated liquidation amount of, with an interest
rate identical to the distribution rate of, and with accrued and unpaid interest
equal to accrued and unpaid distributions on, such Preferred Securities until
such certificates are presented to the Company or its agent for transfer or
reissuance.

There can be no assurance as to the market prices for either the Preferred
Securities or the Junior Subordinated Debt Securities that may be distributed in
exchange for the Preferred Securities if a dissolution and liquidation of TRV
Capital were to occur. Accordingly, the Preferred Securities that an investor
may purchase, whether pursuant to the offer made hereby or in the secondary
market, or the Junior Subordinated Debt Securities that an investor may receive
if a dissolution and liquidation of TRV Capital were to occur, may trade at a
discount to the price that the investor paid to purchase the Preferred
Securities offered hereby.

REDEMPTION PROCEDURES

TRV Capital may not redeem fewer than all of the outstanding Preferred
Securities unless all accrued and unpaid distributions have been paid on all
Preferred Securities for all quarterly distribution periods terminating on or
prior to the date of redemption.

If TRV Capital gives a notice of redemption in respect of the Preferred
Securities (which notice will be irrevocable), then, by 12:00 noon, New York
City time, on the redemption date, and if the Company has paid to the
Institutional Trustee a sufficient amount of cash in connection with the related
redemption or maturity of the Junior Subordinated Debt Securities, the
Institutional Trustee will irrevocably deposit with the Depositary (as defined
in the accompanying Prospectus) funds sufficient to pay the applicable
Redemption Price and will give the Depositary irrevocable instructions and
authority to pay the Redemption Price to the holders of the Preferred
Securities. See "--Book-Entry Only Issuance--The Depository Trust Company." If
notice of redemption shall have been given and funds deposited as required,
then, immediately prior to the close of business on the date of such deposit,
distributions will cease to accrue and all rights of holders of Preferred
Securities so called for redemption will cease, except the right of the holders
of such Preferred Securities to receive the Redemption Price but without
interest on such Redemption Price. In the event that any date fixed for
redemption of Preferred Securities is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (without any interest or other payment in respect of any
such delay), except that, if such Business Day falls in the next calendar year,
such payment will be made on the immediately preceding Business Day. In the
event that payment of the Redemption Price in respect of Preferred Securities is
improperly withheld or refused and not paid either by TRV Capital, or by the
Company pursuant to the Guarantee, distributions on such Preferred Securities
will continue to accrue at the then applicable rate from the original redemption
date to the date of payment, in which case the actual payment date will be
considered the date fixed for redemption for purposes of calculating the
Redemption Price.

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<PAGE>
In the event that fewer than all of the outstanding Preferred Securities are
to be redeemed, the Preferred Securities will be redeemed in accordance with the
Depositary's standard procedures. See "--Book-Entry Only Issuance--The
Depository Trust Company."

Subject to the foregoing and applicable law (including, without limitation,
United States federal securities laws), the Company or its subsidiaries,
including, without limitation, Smith Barney, may at any time, and from time to
time, purchase outstanding Preferred Securities by tender, in the open market or
by private agreement.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

In the event of any voluntary or involuntary liquidation, dissolution,
winding-up or termination of TRV Capital (each a "Liquidation"), the holders of
the Preferred Securities will be entitled to receive out of the assets of TRV
Capital, after satisfaction of liabilities to creditors, distributions in an
amount equal to the aggregate of the stated liquidation amount of $25 per
Preferred Security plus accrued and unpaid distributions thereon to the date of
payment (the "Liquidation Distribution"), unless, in connection with such
Liquidation, Junior Subordinated Debt Securities in an aggregate stated
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate identical to the distribution rate of, and with accrued and unpaid
interest equal to accrued and unpaid distributions on, the Preferred Securities
outstanding at such time have been distributed on a pro rata basis to the
holders of such Preferred Securities.

If, upon any such Liquidation, the Liquidation Distribution can be paid only
in part because TRV Capital has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by TRV
Capital on the Preferred Securities shall be paid on a pro rata basis. The
holders of the Common Securities will be entitled to receive distributions upon
any such Liquidation pro rata with the holders of the Preferred Securities,
except that if a Declaration Event of Default has occurred and is continuing the
Preferred Securities shall have a preference over the Common Securities with
regard to such distributions.

Pursuant to the Declaration, TRV Capital shall terminate (i) on
, 2051, the expiration of the term of the Trust, (ii) upon the
bankruptcy of the Company or the holder of the Common Securities, (iii) upon the
filing of a certificate of dissolution or its equivalent with respect to the
holder of the Common Securities or the Company, the filing of a certificate of
cancellation with respect to TRV Capital, or the revocation of the charter of
the holder of the Common Securities or the Company and the expiration of 90 days
after the date of revocation without a reinstatement thereof, (iv) upon the
distribution of Junior Subordinated Debt Securities upon the occurrence of a
Special Event, (v) upon the entry of a decree of a judicial dissolution of the
holder of the Common Securities, the Company or TRV Capital, or (vi) upon the
redemption of all the Trust Securities.

Under the terms of the Indenture, the Company has covenanted that, for so
long as the Preferred Securities remain outstanding, it will not voluntarily
dissolve, wind-up or terminate TRV Capital except, in connection with a
distribution of Junior Subordinated Debt Securities upon a Special Event or in
connection with certain mergers, consolidations or amalgamations permitted by
the Declaration.

DECLARATION EVENTS OF DEFAULT

An event of default under the Indenture (an "Indenture Event of Default")
constitutes an event of default under the Declaration with respect to the Trust
Securities (a "Declaration Event of Default"); provided, that pursuant to the
Declaration the holder of the Common Securities will be deemed to have waived
any Declaration Event of Default with respect to the Common Securities until all
Declaration Events of Default with respect to the Preferred Securities have been
cured, waived or otherwise eliminated. Until such Declaration Events of Default
with respect to the Preferred Securities have been so cured, waived, or
otherwise eliminated, the Institutional Trustee will be deemed to be acting
solely on behalf of the holders of the Preferred Securities and only the holders
of the Preferred Securities will have the right to direct the Institutional
Trustee with respect to certain matters under the Declaration, and therefore the
Indenture. In the event that any Declaration Event of Default with respect to
the Preferred Securities is waived by the holders of the Preferred Securities as
provided in the Declaration, the holders of Common Securities pursuant to the
Declaration have agreed that such waiver also constitutes a waiver of such
Declaration Event of Default with respect to the Common Securities for all
purposes under the Declaration without any further act, vote or consent of the
holders of Common Securities. See "--Voting Rights."

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<PAGE>
If the Institutional Trustee fails to enforce its rights under the Junior
Subordinated Debt Securities, any holder of Preferred Securities may directly
institute a legal proceeding against the Company to enforce the Institutional
Trustee's rights under the Junior Subordinated Debt Securities without first
instituting any legal proceeding against the Institutional Trustee or any other
person or entity. If a Declaration Event of Default has occurred and is
continuing and such event is attributable to the failure of the Company to pay
interest or principal on the Junior Subordinated Debt Securities on the date
such interest or principal is otherwise payable (or in the case of redemption,
the redemption date), then a holder of Preferred Securities may also directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the Junior Subordinated Debt Securities having a
principal amount equal to the aggregate liquidation amount of the Preferred
Securities of such holder on or after the respective due date specified in the
Junior Subordinated Debt Securities without first (i) directing the
Institutional Trustee to enforce the terms of the Junior Subordinated Debt
Securities or (ii) instituting a legal proceeding against the Company to enforce
the Institutional Trustee's rights under the Junior Subordinated Debt
Securities. In connection with such Direct Action, the Company will be
subrogated to the rights of such holder of Preferred Securities under the
Declaration to the extent of any payment made by the Company to such holder of
Preferred Securities in such Direct Action. Consequently, the Company will be
entitled to payment of amounts that a holder of Preferred Securities receives in
respect of an unpaid distribution that resulted in the bringing of a Direct
Action to the extent that such holder receives or has already received full
payment with respect to such unpaid distribution from TRV Capital. The holders
of Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Junior Subordinated Debt Securities.

Upon the occurrence of an Indenture Event of Default, the Institutional
Trustee as the sole holder of the Junior Subordinated Debt Securities will have
the right under the Indenture to declare the principal of and interest on the
Junior Subordinated Debt Securities to be immediately due and payable. The
Company and TRV Capital are each required to file annually with the
Institutional Trustee an officers' certificate as to its compliance with all
conditions and covenants under the Declaration.

VOTING RIGHTS

Except as described in this Prospectus Supplement and in the accompanying
Prospectus under "Description of Guarantees--Modification of Guarantees;
Assignment," and except as provided under the Trust Act, the Trust Indenture Act
and as otherwise required by law and the Declaration, the holders of the
Preferred Securities will have no voting rights.

Subject to the requirement of the Institutional Trustee obtaining a tax
opinion in certain circumstances set forth in the last sentence of this
paragraph, the holders of a majority in aggregate liquidation amount of the
Preferred Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Institutional Trustee,
or direct the exercise of any trust or power conferred upon the Institutional
Trustee under the Declaration including the right to direct the Institutional
Trustee, as holder of the Junior Subordinated Debt Securities, to (i) direct the
time, method and place of conducting any proceeding for any remedy available to
the Indenture Trustee, or exercising any trust or power conferred on the
Indenture Trustee with respect to the Junior Subordinated Debt Securities, (ii)
waive any past Indenture Event of Default that is waivable under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Junior Subordinated Debt Securities shall be due and
payable, or (iv) consent to any amendment, modification or termination of the
Indenture or the Junior Subordinated Debt Securities where such consent shall be
required; provided, however, that, where a consent or action under the Indenture
would require the consent or act of holders of more than a majority in principal
amount of the Junior Subordinated Debt Securities (a "Super Majority") affected
thereby, only the holders of at least such Super Majority in aggregate
liquidation amount of the Preferred Securities may direct the Institutional
Trustee to give such consent or take such action. If the Institutional Trustee
fails to enforce its rights under the Junior Subordinated Debt Securities, any
record holder of Preferred Securities may directly institute a legal proceeding
against the Company to enforce the Institutional Trustee's rights under the
Junior Subordinated Debt Securities without first instituting any legal
proceeding against the Institutional Trustee or any other person or entity. The
Institutional Trustee shall notify all holders of the Preferred Securities of
any notice of default received from the Indenture Trustee with respect to the
Junior Subordinated Debt Securities. Such notice shall state that such Indenture
Event of Default also constitutes a Declaration Event of Default. Except with
respect to directing the time, method and place of conducting a proceeding for a
remedy available to the Institutional Trustee, the Institutional Trustee, as
holder of the Junior Subordinated Debentures, shall not take any of the actions
described in clauses (i), (ii), (iii) or (iv) above unless

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the Institutional Trustee has obtained an opinion of a nationally recognized
independent tax counsel experienced in such matters to the effect that, as a
result of such action, TRV Capital will not fail to be classified as a grantor
trust for United States federal income tax purposes.

In the event the consent of the Institutional Trustee, as the holder of the
Junior Subordinated Debt Securities, is required under the Indenture with
respect to any amendment, modification or termination of the Indenture, the
Institutional Trustee shall request the written direction of the holders of the
Trust Securities with respect to such amendment, modification or termination and
shall vote with respect to such amendment, modification or termination as
directed by a majority in liquidation amount of the Trust Securities voting
together as a single class; provided, however, that where any amendment,
modification or termination under the Indenture would require the consent of a
Super Majority, the Institutional Trustee may only give such consent at the
direction of the holders of at least the proportion in aggregate liquidation
amount of the Trust Securities which the relevant Super Majority represents of
the aggregate principal amount of the Junior Subordinated Debt Securities
outstanding. The Institutional Trustee shall be under no obligation to take any
such action in accordance with the directions of the holders of the Trust
Securities unless the Institutional Trustee has obtained an opinion of a
nationally recognized independent tax counsel experienced in such matters to the
effect that for United States federal income tax purposes TRV Capital will not
be classified as other than a grantor trust.

A waiver of an Indenture Event of Default by the Institutional Trustee at
the direction of the holders of the Preferred Securities will constitute a
waiver of the corresponding Declaration Event of Default.

Any required approval or direction of holders of Preferred Securities may be
given at a separate meeting of holders of Preferred Securities convened for such
purpose, at a meeting of all of the holders of Trust Securities or pursuant to
written consent. The Regular Trustees will cause a notice of any meeting at
which holders of Preferred Securities are entitled to vote, or of any matter
upon which action by written consent of such holders is to be taken, to be
mailed to each holder of record of Preferred Securities. Each such notice will
include a statement setting forth the following information: (i) the date of
such meeting or the date by which such action is to be taken; (ii) a description
of any resolution proposed for adoption at such meeting on which such holders
are entitled to vote or of such matter upon which written consent is sought; and
(iii) instructions for the delivery of proxies or consents. No vote or consent
of the holders of Preferred Securities will be required for TRV Capital to
redeem and cancel Preferred Securities or distribute Junior Subordinated Debt
Securities in accordance with the Declaration.

Notwithstanding that holders of Preferred Securities are entitled to vote or
consent under any of the circumstances described above, any of the Preferred
Securities that are owned at such time by the Company or any entity directly or
indirectly controlling or controlled by, or under direct or indirect common
control with, the Company, shall not be entitled to vote or consent and shall,
for purposes of such vote or consent, be treated as if such Preferred Securities
were not outstanding.

The procedures by which holders of Preferred Securities may exercise their
voting rights are described below. See "--Book-Entry Only Issuance--The
Depository Trust Company."

Holders of the Preferred Securities will have no rights to appoint or remove
the TRV Trustees, who may be appointed, removed or replaced solely by the
Company as the indirect or direct holder of all of the Common Securities.

MODIFICATION OF THE DECLARATION

The Declaration may be modified and amended if approved by the Regular
Trustees (and in certain circumstances the Institutional Trustee and the
Delaware Trustee), provided, that, if any proposed amendment provides for, or
the Regular Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Trust
Securities, whether by way of amendment to the Declaration or otherwise or (ii)
the dissolution, winding-up or termination of TRV Capital other than pursuant to
the terms of the Declaration, then the holders of the Trust Securities voting
together as a single class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of holders of at least a majority in liquidation amount of the Trust
Securities affected thereby; provided, that, if any amendment or proposal
referred to in clause (i) above would adversely affect only the Preferred
Securities or the Common Securities, then only holders of the affected class
will be entitled to vote on such amendment or proposal

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and such amendment or proposal shall not be effective except with the approval
of holders of a majority in liquidation amount of such class of Trust
Securities.

Notwithstanding the foregoing, no amendment or modification may be made to
the Declaration if such amendment or modification would (i) cause TRV Capital to
be classified for United States federal income tax purposes as other than a
grantor trust, (ii) reduce or otherwise adversely affect the powers of the
Institutional Trustee or (iii) cause TRV Capital to be deemed an "investment
company" which is required to be registered under the 1940 Act.

MERGERS, CONSOLIDATIONS OR AMALGAMATIONS

TRV Capital may not consolidate, amalgamate, merge with or into, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety, to any corporation or other body except as
described below. TRV Capital may, with the consent of the Regular Trustees and
without the consent of the holders of the Trust Securities, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any State; provided, that (i) such successor entity either (x)
expressly assumes all of the obligations of TRV Capital under the Trust
Securities or (y) substitutes for the Preferred Securities other securities
having substantially the same terms as the Trust Securities (the "Successor
Securities"), so long as the Successor Securities rank the same as the Trust
Securities rank with respect to distributions and payments upon liquidation,
redemption and otherwise, (ii) the Company expressly acknowledges a trustee of
such successor entity possessing the same powers and duties as the Institutional
Trustee, in its capacity as the holder of the Junior Subordinated Debt
Securities, (iii) the Preferred Securities or any Successor Securities are
listed, or any Successor Securities will be listed upon notification of
issuance, on any national securities exchange or with another organization on
which the Preferred Securities are then listed or quoted, (iv) such merger,
consolidation, amalgamation or replacement does not cause the Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation or replacement does not adversely affect the rights,
preferences and privileges of the holders of the Trust Securities (including any
Successor Securities) in any material respect (other than with respect to any
dilution of the holders' interest in the new entity), (vi) such successor entity
has a purpose identical to that of TRV Capital, (vii) prior to such merger,
consolidation, amalgamation or replacement, TRV Capital has received an opinion
of a nationally recognized independent counsel to TRV Capital experienced in
such matters to the effect that, (A) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and privileges of
the holders of the Trust Securities (including any Successor Securities) in any
material respect (other than with respect to any dilution of the holders'
interest in the new entity), and (B) following such merger, consolidation,
amalgamation or replacement, neither TRV Capital nor such successor entity will
be required to register as an "investment company" under the 1940 Act; and
(viii) the Company guarantees the obligations of such successor entity under
the Successor Securities at least to the extent provided by the Guarantee.
Notwithstanding the foregoing, TRV Capital shall not, except with the consent of
holders of 100% in liquidation amount of the Trust Securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it, if
in the opinion of a nationally recognized independent tax counsel experienced in
such matters, such consolidation, amalgamation, merger or replacement would
cause TRV Capital or the Successor Entity to be classified as other than a
grantor trust for United States federal income tax purposes. In addition, so
long as any Preferred Securities are outstanding and are not held entirely by
the Company, TRV Capital may not voluntarily liquidate, dissolve, wind-up or
terminate except as described above under "--Special Event Redemption
Distribution."

BOOK-ENTRY ONLY ISSUANCE--THE DEPOSITORY TRUST COMPANY

The Depository Trust Company ("DTC") will act as securities depositary for
the Preferred Securities. The Preferred Securities will be issued only as
fully-registered securities registered in the name of Cede & Co. (DTC's
nominee). One or more fully-registered global Preferred Securities certificates,
representing the total aggregate number of Preferred Securities, will be issued
and will be deposited with DTC.

The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in the global Preferred Securities
as represented by a global certificate.

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DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, 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 Securities Exchange
Act of 1934, as amended (the "Exchange Act"). DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized book-entry
changes in Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations ("Direct Participants"). DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, the American Stock
Exchange, Inc., and the National Association of Securities Dealers, Inc. (the
"NASD"). Access to the DTC system is also available to others, such as
securities brokers and dealers, banks and trust companies that clear
transactions through or maintain a direct or indirect custodial relationship
with a Direct Participant either directly or indirectly ("Indirect
Participants"). The rules applicable to DTC and its Participants are on file
with the Securities and Exchange Commission.

Purchases of Preferred Securities within the DTC system must be made by or
through Direct Participants, which will receive a credit for the Preferred
Securities on DTC's records. The ownership interest of each actual purchaser of
each Preferred Security ("Beneficial Owner") is in turn to be recorded on the
Direct and Indirect Participants' records. Beneficial Owners will not receive
written confirmation from DTC of their purchases, but Beneficial Owners are
expected to receive written confirmations providing details of the transactions,
as well as periodic statements of their holdings, from the Direct or Indirect
Participants through which the Beneficial Owners purchased Preferred Securities.
Transfers of ownership interests in the Preferred Securities are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in the Preferred Securities, except in the event that
use of the book-entry system for the Preferred Securities is discontinued.

To facilitate subsequent transfers, all the Preferred Securities deposited
by Participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of Preferred Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Preferred Securities. DTC's records reflect
only the identity of the Direct Participants to whose accounts such Preferred
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.

Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
that may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. If less than all of the
Preferred Securities are being redeemed, DTC will reduce the amount of the
interest of each Direct Participant in such Preferred Securities in accordance
with its procedures.

Although voting with respect to the Preferred Securities is limited, in
those cases where a vote is required, neither DTC nor Cede & Co. will itself
consent or vote with respect to Preferred Securities. Under its usual
procedures, DTC would mail an Omnibus Proxy to TRV Capital as soon as possible
after the record date. The Omnibus Proxy assigns Cede & Co. consenting or voting
rights to those Direct Participants to whose accounts the Preferred Securities
are credited on the record date (identified in a listing attached to the Omnibus
Proxy). The Company and TRV Capital believe that the arrangements among DTC,
Direct and Indirect Participants, and Beneficial Owners will enable the
Beneficial Owners to exercise rights equivalent in substance to the rights that
can be directly exercised by a holder of a beneficial interest in TRV Capital.

Distribution payments on the Preferred Securities will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the relevant payment date
in accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payments on such payment date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the account of customers in bearer form or registered in "street name," and such
payments will be the responsibility of such Participant and not of DTC, TRV
Capital or the Company, subject to any

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statutory or regulatory requirements to the contrary that may be in effect from
time to time. Payment of distributions to DTC is the responsibility of TRV
Capital, disbursement of such payments to Direct Participants is the
responsibility of DTC, and disbursement of such payments to the Beneficial
Owners is the responsibility of Direct and Indirect Participants.

Except as provided herein, a Beneficial Owner in a global Preferred Security
certificate will not be entitled to receive physical delivery of Preferred
Securities. Accordingly, each Beneficial Owner must rely on the procedures of
DTC to exercise any rights under the Preferred Securities.

DTC may discontinue providing its services as securities depositary with
respect to the Preferred Securities at any time by giving reasonable notice to
TRV Capital. Under such circumstances, in the event that a successor securities
depositary is not obtained, Preferred Securities certificates are required to be
printed and delivered. Additionally, the Regular Trustees (with the consent of
the Company) may decide to discontinue use of the system of book-entry transfers
through DTC (or any successor depositary) with respect to the Preferred
Securities. In that event, certificates for the Preferred Securities will be
printed and delivered.

The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company and TRV Capital believe to be
reliable, but neither the Company nor TRV Capital takes responsibility for the
accuracy thereof.

INFORMATION CONCERNING THE INSTITUTIONAL TRUSTEE

The Institutional Trustee, prior to the occurrence of a default with respect
to the Trust Securities, undertakes to perform only such duties as are
specifically set forth in the Declaration and, after such a default, shall
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Subject to such provisions, the Institutional
Trustee is under no obligation to exercise any of the powers vested in it by the
Declaration at the request of any holder of Preferred Securities, unless offered
reasonable indemnity by such holder against the costs, expenses and liabilities
which might be incurred thereby. Notwithstanding the foregoing, the holders of
Preferred Securities will not be required to offer such indemnity in the event
such holders, by exercising their voting rights, direct the Institutional
Trustee to take any action following a Declaration Event of Default.

PAYING AGENT

In the event that the Preferred Securities do not remain in book-entry only
form, the following provisions will apply:

The Institutional Trustee will act as paying agent and may designate an
additional or substitute paying agent at any time.

Registration of transfers of Preferred Securities will be effected without
charge by or on behalf of TRV Capital, but upon payment (with the giving of such
indemnity as TRV Capital or the Company may require) in respect of any tax or
other government charges that may be imposed in relation to it.

TRV Capital will not be required to register or cause to be registered the
transfer of Preferred Securities after such Preferred Securities have been
called for redemption.

GOVERNING LAW

The Declaration and the Preferred Securities will be governed by, and
construed in accordance with, the internal laws of the State of Delaware.

MISCELLANEOUS

The Regular Trustees are authorized and directed to operate TRV Capital in
such a way so that TRV Capital will not be required to register as an
"investment company" under the 1940 Act or be characterized as other than a
grantor trust for United States federal income tax purposes. The Company is
authorized and directed to conduct its affairs so that the Junior Subordinated
Debt Securities will be treated as indebtedness of the Company for

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United States federal income tax purposes. In this connection, the Company and
the Regular Trustees are authorized to take any action, not inconsistent with
applicable law, the certificate of trust of TRV Capital or the certificate of
incorporation of the Company, that each of the Company and the Regular Trustees
determine in their discretion to be necessary or desirable to achieve such end,
as long as such action does not adversely affect the interests of the holders of
the Preferred Securities or vary the terms thereof.

Holders of the Preferred Securities have no preemptive rights.

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DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES

Set forth below is a description of the specific terms of the Junior
Subordinated Debt Securities in which TRV Capital will invest the proceeds from
the issuance and sale of the Trust Securities. This description supplements the
description of the general terms and provisions of the Junior Subordinated Debt
Securities set forth in the accompanying Prospectus under the caption
"Description of Junior Subordinated Debt Securities." The following description
does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, the description of the Junior Subordinated Debt
Securities in the accompanying Prospectus; the Indenture, dated as of ,
199 (the "Indenture"), between the Company and The Chase Manhattan Bank, as
Trustee (the "Indenture Trustee"), the form of which is filed as an exhibit to
the Registration Statement of which this Prospectus Supplement and the
accompanying Prospectus form a part; and the Trust Indenture Act. Certain
capitalized terms used herein are defined in the Indenture.

Under certain circumstances involving the dissolution of TRV Capital
following the occurrence of a Special Event, Junior Subordinated Debt Securities
may be distributed to the holders of the Trust Securities in liquidation of TRV
Capital. See "Description of the Preferred Securities--Special Event Redemption
or Distribution."

If the Junior Subordinated Debt Securities are distributed to the holders of
the Preferred Securities, the Company will use its best efforts to have the
Junior Subordinated Debt Securities listed on the New York Stock Exchange or on
such other national securities exchange or similar organization on which the
Preferred Securities are then listed or quoted.

GENERAL

The Junior Subordinated Debt Securities will be issued as unsecured debt
under the Indenture. The Junior Subordinated Debt Securities will be limited in
aggregate principal amount to approximately $ ($ if the
Underwriters exercise the over-allotment option in full), such amount being the
sum of the aggregate stated liquidation amount of the Preferred Securities and
the capital contributed by the Company to TRV Capital in exchange for the Common
Securities (the "TRV Payment").

The Junior Subordinated Debt Securities are not subject to a sinking fund
provision. The entire principal amount of the Junior Subordinated Debt
Securities will mature and become due and payable, together with any accrued and
unpaid interest thereon including Compound Interest (as defined herein) and
Additional Interest (as defined herein), if any, on , 203 .

If Junior Subordinated Debt Securities are distributed to holders of
Preferred Securities in liquidation of such holders' interests in TRV Capital,
such Junior Subordinated Debt Securities will initially be issued in the form of
one or more Global Securities (as defined under "Book-Entry and Settlement"
below). As described herein, under certain limited circumstances, Junior
Subordinated Debt Securities may be issued in certificated form in exchange for
a Global Security. See "Book-Entry and Settlement" below. In the event that
Junior Subordinated Debt Securities are issued in certificated form, such Junior
Subordinated Debt Securities will be in denominations of $25 and integral
multiples thereof and may be transferred or exchanged at the offices described
below. Payments on Junior Subordinated Debt Securities issued as a Global
Security will be made to DTC, to a successor depositary or, in the event that no
depositary is used, to a Paying Agent for the Junior Subordinated Debt
Securities. In the event Junior Subordinated Debt Securities are issued in
certificated form, principal and interest will be payable, the transfer of the
Junior Subordinated Debt Securities will be registrable and Junior Subordinated
Debt Securities will be exchangeable for Junior Subordinated Debt Securities of
other denominations of a like aggregate principal amount at the corporate trust
office of the Indenture Trustee in New York, New York; provided, that payment of
interest may be made at the option of the Company by check mailed to the address
of the persons entitled thereto.

The Company does not intend to issue and sell the Junior Subordinated Debt
Securities to any purchasers other than TRV Capital.

There are no covenants or provisions in the Indenture that would afford the
holders of the Junior Subordinated Debt Securities protection in the event of a
highly leveraged transaction, reorganization, restructuring, merger or similar
transaction involving the Company that may adversely affect such holders.

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<PAGE>
SUBORDINATION

The Indenture provides that the Junior Subordinated Debt Securities are
subordinated and junior in right of payment to all Senior Indebtedness of the
Company. No payment of principal (including redemption payments), premium, if
any, or interest on the Junior Subordinated Debt Securities may be made if (i)
any Senior Indebtedness of the Company has not been paid when due and any
applicable grace period with respect to such default has ended and such default
has not been cured or waived or ceased to exist, or (ii) the maturity of any
Senior Indebtedness of the Company has been accelerated because of a default.
Upon any distribution of assets of the Company to creditors upon any
dissolution, winding-up, liquidation or reorganization, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership or other proceedings,
all principal, premium, if any, and interest due or to become due on all Senior
Indebtedness of the Company must be paid in full before the holders of Junior
Subordinated Debt Securities are entitled to receive or retain any payment. Upon
satisfaction of all claims related to all Senior Indebtedness of the Company
then outstanding, the rights of the holders of the Junior Subordinated Debt
Securities will be subrogated to the rights of the holders of Senior
Indebtedness of the Company to receive payments or distributions applicable to
Senior Indebtedness until all amounts owing on the Junior Subordinated Debt
Securities are paid in full.

The term "Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of such
obligor for money borrowed and (B) indebtedness evidenced by securities, notes,
debentures, bonds or other similar instruments issued by such obligor, (ii) all
capital lease obligations of such obligor, (iii) all obligations of such obligor
issued or assumed as the deferred purchase price of property, all conditional
sale obligations of such obligor and all obligations of such obligor under any
conditional sale or title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business), (iv) all obligations,
contingent or otherwise, of such obligor in respect of any letters of credit,
banker's acceptance, security purchase facilities or similar credit
transactions, (v) all obligations in respect of interest rate swap, cap or other
agreements, interest rate future or option contracts, currency swap agreements,
currency future or option contracts and other similar agreements, (vi) all
obligations of the type referred to in clauses (i) through (v) above of other
persons for the payment of which such obligor is responsible or liable as
obligor, guarantor or otherwise and (vii) all obligations of the type referred
to in clauses (i) through (vi) above of other persons secured by any lien on any
property or asset of such obligor (whether or not such obligation is assumed by
such obligor), except for (1) any such indebtedness that is by its terms
subordinated to or pari passu with the Junior Subordinated Debt Securities and
(2) any indebtedness between or among such obligor or its affiliates, including
all other debt securities and guarantees in respect of those debt securities,
issued to (a) any other TRV Trust or a trustee of such trust and (b) any other
trust, or a trustee of such trust, partnership or other entity affiliated with
the Company that is a financing vehicle of the Company (a "financing entity") in
connection with the issuance by such financing entity of preferred securities or
other securities that rank pari passu with, or junior to, the Preferred
Securities. Such Senior Indebtedness shall continue to be Senior Indebtedness
and be entitled to the benefits of the subordination provisions irrespective of
any amendment, modification or waiver of any term of such Senior Indebtedness.

The Indenture does not limit the aggregate amount of Senior Indebtedness
that may be issued by the Company.

OPTIONAL REDEMPTION

The Company shall have the right to redeem the Junior Subordinated Debt
Securities, in whole or in part, from time to time, on or after , 200 ,
or at any time in certain circumstances upon the occurrence of a Tax Event as
described under "Description of the Preferred Securities--Special Event
Redemption or Distribution," upon not less than 30 nor more than 60 days'
notice, at a redemption price equal to 100% of the principal amount to be
redeemed plus any accrued and unpaid interest, including Additional Interest (as
defined herein), if any, to the redemption date. If a partial redemption of the
Preferred Securities resulting from a partial redemption of the Junior
Subordinated Debt Securities would result in the delisting of the Preferred
Securities, the Company may only redeem the Junior Subordinated Debt Securities
in whole.

PROPOSED TAX LEGISLATION

On March 19, 1996, President Clinton proposed the Proposed Legislation that
would, among other things, generally deny corporate issuers a deduction for
interest in respect of certain debt obligations, such as the Junior

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<PAGE>
Subordinated Debt Securities, issued on or after December 7, 1995. On March 29,
1996, Senate Finance Committee Chairman William V. Roth, Jr. and House Ways and
Means Committee Chairman Bill Archer issued the Joint Statement indicating their
intent that the Proposed Legislation, if adopted by either of the tax-writing
committees of Congress, would have an effective date that is no earlier than the
date of "appropriate Congressional action." Based upon the Joint Statement, it
is expected that if the Proposed Legislation were to be enacted, such
legislation would not apply to the Junior Subordinated Debt Securities. There
can be no assurances, however, that the effective date guidance contained in the
Joint Statement will be incorporated into the Proposed Legislation, if enacted,
or that other legislation enacted after the date hereof will not otherwise
adversely affect the ability of the Company to deduct the interest payable on
the Junior Subordinated Debt Securities. Accordingly, there can be no assurance
that a Tax Event will not occur. See "Description of the Preferred
Securities--Special Event Redemption or Distribution."

INTEREST

Each Junior Subordinated Debt Security shall bear interest at the rate of
% per annum, from and including the original date of issuance, payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year (each an "Interest Payment Date"), commencing , 199 to the person in
whose name such Junior Subordinated Debt Security is registered, subject to
certain exceptions, at the close of business on the Business Day next preceding
such Interest Payment Date. In the event the Junior Subordinated Debt Securities
shall not continue to remain in book-entry only form, the Company shall have the
right to select record dates, which shall be more than 14 days but less than
60 days prior to the Interest Payment Date.

The amount of interest payable for any period will be computed on the basis
of a 360-day year of twelve 30-day months. The amount of interest payable for
any period shorter than a full quarterly period for which interest is computed
will be computed on the basis of the actual number of days elapsed per 30-day
month. In the event that any date on which interest is payable on the Junior
Subordinated Debt Securities is not a Business Day, then payment of the interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, then
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

The Company shall have the right at any time, and from time to time, during
the term of the Junior Subordinated Debt Securities, to defer payments of
interest by extending the interest payment period for a period not exceeding 20
consecutive quarters, provided, that no Extension Period may extend beyond the
maturity of the Junior Subordinated Debt Securities, at the end of which
Extension Period, the Company shall pay all interest then accrued and unpaid
(including any Additional Interest) together with interest thereon compounded
quarterly at the rate specified for the Junior Subordinated Debt Securities to
the extent permitted by applicable law ("Compound Interest"); provided further,
that during any such Extension Period, (a) the Company shall not declare or pay
any dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
or make any guarantee payment with respect thereto (other than (i) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of an exchange or conversion of any class or
series of the Company's capital stock for any other class or series of the
Company's capital stock, or (iii) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged), and (b) the
Company shall not make any payment of interest on or principal of (or premium,
if any, on), or repay, repurchase or redeem, any debt securities issued by the
Company which rank pari passu with or junior to the Junior Subordinated Debt
Securities. The foregoing, however, will not apply to any stock dividends paid
by the Company where the dividend stock is the same stock as that on which the
dividend is being paid. Prior to the termination of any Extension Period, the
Company may further defer payments of interest by extending such Extension
Period; provided, however, that such Extension Period, including all such
previous and further extensions, may not exceed 20 consecutive quarterly
interest periods (including the quarterly interest period in which notice of
such Extension Period (as described below) is given); provided further, that no
Extension Period may extend beyond the maturity of the Junior Subordinated Debt
Securities. Upon the termination of any Extension Period and the payment of all
amounts then

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due, the Company may commence a new Extension Period, subject to the terms set
forth in this section. No interest during an Extension Period, except at the end
thereof, shall be due and payable. The Company has no present intention of
exercising its right to defer payments of interest by extending the interest
payment period on the Junior Subordinated Debt Securities. If the Institutional
Trustee shall be the sole holder of the Junior Subordinated Debt Securities, the
Company shall give the Regular Trustees and the Institutional Trustee notice of
its selection of such Extension Period one Business Day prior to the earlier of
(i) the date distributions on the Preferred Securities would be payable, if not
for such Extension Period, or (ii) the date the Regular Trustees are required to
give notice to the New York Stock Exchange (or other applicable self-regulatory
organization) or to holders of the Preferred Securities of the record date or
the date such distribution would be payable, if not for such Extension Period,
but in any event one Business Day prior to such record date. The Regular
Trustees shall give notice of the Company's selection of such Extension Period
to the holders of the Preferred Securities. If the Institutional Trustee shall
not be the sole holder of the Junior Subordinated Debt Securities, the Company
shall give the holders of the Junior Subordinated Debt Securities notice of its
selection of such Extension Period ten Business Days prior to the earlier of (i)
the next succeeding Interest Payment Date or (ii) the date upon which the
Company is required to give notice to the New York Stock Exchange (or other
applicable self-regulatory organization) or to holders of the Junior
Subordinated Debt Securities of the record or payment date of such related
interest payment.

ADDITIONAL INTEREST

If at any time TRV Capital shall be required to pay any taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States, or any other taxing authority, then, in any
such case, the Company will pay as additional interest ("Additional Interest")
on the Junior Subordinated Debt Securities such additional amounts as shall be
required so that the net amounts received and retained by TRV Capital after
paying any such taxes, duties, assessments or other governmental charges will be
not less than the amounts TRV Capital would have received had no such taxes,
duties, assessments or other governmental charges been imposed.

INDENTURE EVENTS OF DEFAULT

If any Indenture Event of Default shall occur and be continuing, the
Institutional Trustee, as the holder of the Junior Subordinated Debt Securities,
will have the right to declare the principal of and the interest on the Junior
Subordinated Debt Securities (including any Compound Interest and Additional
Interest, if any) and any other amounts payable under the Indenture to be
forthwith due and payable and to enforce its other rights as a creditor with
respect to the Junior Subordinated Debt Securities. See "Description of Junior
Subordinated Debt Securities--Events of Default" in the accompanying Prospectus
for a description of the Indenture Events of Default. An Indenture Event of
Default also constitutes a Declaration Event of Default. The holders of
Preferred Securities in certain circumstances have the right to direct the
Institutional Trustee to exercise its rights as the holder of the Junior
Subordinated Debt Securities. See "Description of the Preferred
Securities--Declaration Events of Default" and "--Voting Rights."

Notwithstanding the foregoing, if a Declaration Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Company to pay interest or principal on the Junior Subordinated Debt Securities
on the date such interest or principal is otherwise payable, the Company
acknowledges that, in such event, a holder of Preferred Securities may institute
a Direct Action for payment on or after the respective due date specified in the
Junior Subordinated Debt Securities. The Company may not amend the Indenture to
remove the foregoing right to bring a Direct Action without the prior written
consent of all of the holders of Preferred Securities of TRV Capital.
Notwithstanding any payment made to such holder of Preferred Securities by the
Company in connection with a Direct Action, the Company shall remain obligated
to pay the principal of or interest on the Junior Subordinated Debt Securities
held by TRV Capital or the Institutional Trustee of TRV Capital, and the Company
shall be subrogated to the rights of the holder of such Preferred Securities
with respect to payments on the Preferred Securities to the extent of any
payments made by the Company to such holder in any Direct Action. The holders of
Preferred Securities will not be able to exercise directly any other remedy
available to the holders of the Junior Subordinated Debt Securities.

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BOOK-ENTRY AND SETTLEMENT

If distributed to holders of Preferred Securities in connection with the
involuntary or voluntary dissolution, winding-up or liquidation of TRV Capital
as a result of the occurrence of a Special Event, the Junior Subordinated Debt
Securities will be issued in the form of one or more global certificates (each a
"Global Security") registered in the name of the depositary or its nominee.
Except under the limited circumstances described below, Junior Subordinated Debt
Securities represented by a Global Security will not be exchangeable for, and
will not otherwise be issuable as, Junior Subordinated Debt Securities in
definitive form. The Global Securities described above may not be transferred
except by the depositary to a nominee of the depositary or by a nominee of the
depositary to the depositary or another nominee of the depositary or to a
successor depositary or its nominee.

The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such laws may
impair the ability to transfer beneficial interests in such a Global Security.

Except as provided below, owners of beneficial interests in such a Global
Security will not be entitled to receive physical delivery of Junior
Subordinated Debt Securities in definitive form and will not be considered the
Holders (as defined in the Indenture) thereof for any purpose under the
Indenture, and no Global Security representing Junior Subordinated Debt
Securities shall be exchangeable, except for another Global Security of like
denomination and tenor to be registered in the name of the depositary or its
nominee or to a successor depositary or its nominee. Accordingly, each
Beneficial Owner must rely on the procedures of the depositary or if such person
is not a Participant, on the procedures of the Participant through which such
person owns its interest to exercise any rights of a holder under the Indenture.

THE DEPOSITARY

If Junior Subordinated Debt Securities are distributed to holders of
Preferred Securities in liquidation of such holders' interests in TRV Capital,
DTC will act as securities depositary for the Junior Subordinated Debt
Securities. For a description of DTC and the specific terms of the depositary
arrangements, see "Description of the Preferred Securities--Book-Entry Only
Issuance--The Depository Trust Company." As of the date of this Prospectus
Supplement, the description therein of DTC's book-entry system and DTC's
practices as they relate to purchases, transfers, notices and payments with
respect to the Preferred Securities apply in all material respects to any debt
obligations represented by one or more Global Securities held by DTC. The
Company may appoint a successor to DTC or any successor depositary in the event
DTC or such successor depositary is unable or unwilling to continue as a
depositary for the Global Securities.

None of the Company, TRV Capital, the Indenture Trustee, any paying agent
and any other agent of the Company or the Indenture Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
for such Junior Subordinated Debt Securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

DISCONTINUANCE OF THE DEPOSITARY'S SERVICES

A Global Security shall be exchangeable for Junior Subordinated Debt
Securities registered in the names of persons other than the depositary or its
nominee only if (i) the depositary notifies the Company that it is unwilling or
unable to continue as a depositary for such Global Security and no successor
depositary shall have been appointed, (ii) the depositary, at any time, ceases
to be a clearing agency registered under the Exchange Act at which time the
depositary is required to be so registered to act as such depositary and no
successor depositary shall have been appointed, (iii) the Company, in its sole
discretion, determines that such Global Security shall be so exchangeable or
(iv) there shall have occurred an Indenture Event of Default with respect to
such Junior Subordinated Debt Securities. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for Junior
Subordinated Debt Securities registered in such names as the depositary shall
direct. It is expected that such instructions will be based upon directions
received by the depositary from its Participants with respect to ownership of
beneficial interests in such Global Security.

MISCELLANEOUS

The Indenture will provide that the Company will pay all fees and expenses
related to (i) the offering of the Trust Securities and the Junior Subordinated
Debt Securities, (ii) the organization, maintenance and dissolution of TRV
Capital, (iii) the retention of the TRV Trustees and (iv) the enforcement by the
Institutional Trustee of the rights of the holders of the Preferred Securities.

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DESCRIPTION OF GUARANTEE

Set forth below is a summary of information concerning the Guarantee that
will be executed and delivered by the Company for the benefit of the holders of
Preferred Securities. The Guarantee will be qualified as an indenture under the
Trust Indenture Act. The Chase Manhattan Bank will act as indenture trustee
under the Guarantee (the "Guarantee Trustee"). The terms of the Guarantee will
be those set forth in the Guarantee and those made part of the Guarantee by the
Trust Indenture Act. This description supplements the description of the general
terms and provisions of the Guarantee set forth in the accompanying Prospectus
under the caption "Description of Guarantees." The summary does not purport to
be complete and is subject in all respects to the provisions of, and is
qualified in its entirety by reference to, the form of Guarantee, which is filed
as an exhibit to the Registration Statement of which this Prospectus Supplement
forms a part, and the Trust Indenture Act. The Guarantee will be held by the
Guarantee Trustee for the benefit of the holders of the Preferred Securities.

GENERAL

Pursuant to and to the extent set forth in the Guarantee, the Company will
irrevocably and unconditionally agree to pay in full to the holders of the
Preferred Securities (except to the extent paid by TRV Capital), as and when
due, regardless of any defense, right of set-off or counterclaim which TRV
Capital may have or assert, the following payments (the "Guarantee Payments"),
without duplication: (i) any accrued and unpaid distributions that are required
to be paid on the Preferred Securities, to the extent TRV Capital has funds
available therefor, and (ii) the redemption price of $25 per Preferred Security,
plus all accrued and unpaid distributions (the "Redemption Price"), to the
extent TRV Capital has funds available therefor, with respect to any Preferred
Securities called for redemption by TRV Capital, and (iii) upon a voluntary or
involuntary dissolution, winding-up or termination of TRV Capital (other than in
connection with the distribution of Junior Subordinated Debt Securities to the
holders of Preferred Securities or the redemption of all of the Preferred
Securities) the lesser of (a) the aggregate of the liquidation amount and all
accrued and unpaid distributions on the Preferred Securities to the date of
payment or (b) the amount of assets of TRV Capital remaining for distribution to
holders of the Preferred Securities in liquidation of TRV Capital. The Company's
obligation to make a Guarantee Payment may be satisfied by direct payment of the
required amounts by the Company to the holders of Preferred Securities or by
causing TRV Capital to pay such amounts to such holders.

The Guarantee will be a guarantee on a subordinated basis with respect to
the Preferred Securities from the time of issuance of the Preferred Securities
but will not apply to any payment of distributions or Redemption Price, or to
payments upon the dissolution, winding-up or termination of TRV Capital, except
to the extent TRV Capital shall have funds available therefor. If the Company
does not make interest payments on the Junior Subordinated Debt Securities, TRV
Capital will not pay distributions on the Preferred Securities and will not have
funds available therefor. See "Description of Junior Subordinated Debt
Securities." The Guarantee, when taken together with the Company's obligations
under the Junior Subordinated Debt Securities, the Indenture and the
Declaration, including its obligations to pay costs, expenses, debts and
liabilities of TRV Capital (other than with respect to Trust Securities), will
provide a full and unconditional guarantee on a subordinated basis by the
Company of payments due on the Preferred Securities.

CERTAIN COVENANTS OF THE COMPANY

In the Guarantee, the Company will covenant that, so long as any Preferred
Securities remain outstanding, if there shall have occurred any event that would
constitute an Event of Default under such Guarantee or the Declaration, then (a)
the Company shall not declare or pay any dividend on, make any distributions
with respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock or make any guarantee payment with respect
thereto (other than (i) repurchases, redemptions or other acquisitions of shares
of capital stock of the Company in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of employees,
officers, directors or consultants, (ii) as a result of an exchange or
conversion of any class or series of the Company's capital stock for any other
class or series of the Company's capital stock, or (iii) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged) and (b) the Company shall not make any payment of
interest on, or principal of (or premium, if any, on), or repay, repurchase or
redeem, any debt securities issued by the Company which rank pari passu with or
junior to the Junior Subordinated Debt Securities. The Guarantee, however, will
except from the foregoing any stock dividends paid by the Company where the
dividend stock is the same stock as that on which the dividend is being paid.

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MODIFICATION OF THE GUARANTEE; ASSIGNMENT

Except with respect to any changes that do not adversely affect the rights
of holders of Preferred Securities (in which case no vote will be required), the
Guarantee may be amended only with the prior approval of the holders of not less
than a majority in aggregate liquidation amount of the outstanding Preferred
Securities. All guarantees and agreements contained in the Guarantee shall bind
the successors, assignees, receivers, trustees and representatives of the
Company and shall inure to the benefit of the holders of the Preferred
Securities then outstanding.

EVENTS OF DEFAULT

An Event of Default under the Guarantee will occur upon the failure of the
Company to perform any of its payment or other obligations thereunder. The
holders of a majority in aggregate liquidation amount of the Preferred
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of the
Guarantee or to direct the exercise of any trust or power conferred upon the
Guarantee Trustee under the Guarantee. If the Guarantee Trustee fails to enforce
the Guarantee Trustee's rights under the Guarantee, any holder of related
Preferred Securities may directly institute a legal proceeding against the
Company to enforce the Guarantee Trustee's rights under the Guarantee without
first instituting a legal proceeding against TRV Capital, the Guarantee Trustee
or any other person or entity. A holder of Preferred Securities may also
directly institute a legal proceeding against the Company to enforce such
holder's right to receive payment under the Guarantee without first (i)
directing the Guarantee Trustee to enforce the terms of the Guarantee or (ii)
instituting a legal proceeding against TRV Capital or any other person or
entity.

The Company will be required to provide annually to the Guarantee Trustee a
statement as to the performance by the Company of certain of its obligations
under the Guarantee and as to any default in such performance.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, prior to the occurrence of a default with respect to
the Guarantee, undertakes to perform only such duties as are specifically set
forth in the Guarantee and, after default with respect to the Guarantee, shall
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Subject to such provision, the Guarantee
Trustee is under no obligation to exercise any of the powers vested in it by the
Guarantee at the request of any holder of Preferred Securities unless it is
offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred thereby.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate as to the Preferred Securities upon full
payment of the Redemption Price of all Preferred Securities, upon distribution
of the Junior Subordinated Debt Securities to the holders of the Preferred
Securities or upon full payment of the amounts payable in accordance with the
Declaration upon liquidation of TRV Capital. The Guarantee will continue to be
effective or will be reinstated, as the case may be, if at any time any holder
of Preferred Securities must restore payment of any sums paid under the
Preferred Securities or the Guarantee.

STATUS OF THE GUARANTEE

The Guarantee will constitute an unsecured obligation of the Company and
will rank (i) subordinate and junior in right of payment to all other
liabilities of the Company, (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by the Company and with any guarantee
now or hereafter entered into by the Company in respect of any preferred or
preference stock of any subsidiary of the Company and (iii) senior to the
Company's common stock. The terms of the Preferred Securities provide that each
holder of Preferred Securities by acceptance thereof agrees to the subordination
provisions and other terms of the Guarantee.

The Guarantee will constitute a guarantee of payment and not of collection
(that is, the guaranteed party may institute a legal proceeding directly against
the guarantor to enforce its rights under the Guarantee without instituting a
legal proceeding against any other person or entity).

GOVERNING LAW

The Guarantee will be governed by, and construed in accordance with, the
internal laws of the State of New York.

S-31
<PAGE>
EFFECT OF OBLIGATIONS UNDER THE
JUNIOR SUBORDINATED DEBT SECURITIES AND THE GUARANTEE

As set forth in the Declaration, the sole purpose of TRV Capital is to issue
the Trust Securities evidencing undivided beneficial interests in the assets of
TRV Capital, and to invest the proceeds from such issuance and sale in the
Junior Subordinated Debt Securities.

As long as payments of interest and other payments are made when due on the
Junior Subordinated Debt Securities, such payments will be sufficient to cover
distributions and payments due on the Trust Securities because of the following
factors: (i) the aggregate principal amount of Junior Subordinated Debt
Securities will be equal to the sum of the aggregate stated liquidation amount
of the Trust Securities; (ii) the interest rate and the interest and other
payment dates on the Junior Subordinated Debt Securities will match the
distribution rate and distribution and other payment dates for the Preferred
Securities; (iii) pursuant to the Indenture, the Company shall pay, and TRV
Capital shall not be obligated to pay, directly or indirectly, all costs,
expenses, debt and obligations of TRV Capital other than with respect to the
Trust Securities; and (iv) the Declaration further provides that the TRV
Trustees shall not cause or permit TRV Capital to, among other things, engage in
any activity that is not consistent with the purposes of TRV Capital.

Payments of distributions (to the extent funds therefor are available) and
other payments due on the Preferred Securities (to the extent funds therefor are
available) are guaranteed by the Company as and to the extent set forth under
"Description of Guarantees" in the accompanying Prospectus. If the Company does
not make interest payments on the Junior Subordinated Debt Securities purchased
by TRV Capital, it is expected that TRV Capital will not have sufficient funds
to pay distributions on the Preferred Securities. The Guarantee is a guarantee
on a subordinated basis with respect to the Preferred Securities from the time
of its issuance but does not apply to any payment of distributions unless and
until TRV Capital has sufficient funds for the payment of such distributions.

The Guarantee covers the payment of distributions and other payments on the
Preferred Securities only if and to the extent that the Company has made a
payment of interest or principal or other payments on the Junior Subordinated
Debt Securities held by TRV Capital as its sole asset. The Guarantee, when taken
together with the Company's obligations under the Junior Subordinated Debt
Securities and the Indenture and its obligations under the Declaration,
including its obligations to pay costs, expenses, debts and liabilities of TRV
Capital (other than with respect to the Trust Securities), will provide a full
and unconditional guarantee of distributions, redemption payments and
liquidation payments on the Preferred Securities.

If the Company fails to make interest or other payments on the Junior
Subordinated Debt Securities when due (taking account of any Extension Period),
the Declaration provides a mechanism whereby the holders of the Preferred
Securities, using the procedures described in "Description of the Preferred
Securities--Book Entry Only Issuance--The Depository Trust Company" and
"--Voting Rights," may direct the Institutional Trustee to enforce its rights
under the Junior Subordinated Debt Securities. If the Institutional Trustee
fails to enforce its rights under the Junior Subordinated Debt Securities, any
holder of Preferred Securities may directly institute a legal proceeding against
the Company to enforce the Institutional Trustee's rights under the Junior
Subordinated Debt Securities without first instituting any legal proceeding
against the Institutional Trustee or any other person or entity. If a
Declaration Event of Default has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest or principal on the
Junior Subordinated Debt Securities on the date such interest or principal is
otherwise payable (or in the case of redemption, on the redemption date), then a
holder of Preferred Securities may also institute a Direct Action for payment on
or after the respective due date specified in the Junior Subordinated Debt
Securities without first (i) directing the Institutional Trustee to enforce the
terms of the Junior Subordinated Debt Securities or (ii) instituting a legal
proceeding against the Company to enforce the Institutional Trustee's rights
under the Junior Subordinated Debt Securities. In connection with such Direct
Action, the Company will be subrogated to the rights of such holder of Preferred
Securities under the Declaration to the extent of any payment made by the
Company to such holder of Preferred Securities in such Direct Action.
Consequently, the Company will be entitled to payment of amounts that a holder
of Preferred Securities receives in respect of an unpaid distribution that
resulted in the bringing of a Direct Action to the extent that such holder
receives or has already received full payment with respect to such unpaid
distribution from TRV Capital. The Company, under the Guarantee, acknowledges
that the Guarantee Trustee shall enforce the Guarantee on behalf of the holders
of the Preferred Securities. If the Company fails to make payments under the
Guarantee, the Guarantee provides a mechanism whereby the holders of the
Preferred Securities may direct the Guarantee Trustee to enforce its rights
thereunder. If the Guarantee Trustee fails to enforce the Guarantee, any holder
of

S-32
<PAGE>
Preferred Securities may directly institute a legal proceeding against the
Company to enforce the Guarantee Trustee's rights under the Guarantee without
first instituting a legal proceeding against TRV Capital, the Guarantee Trustee,
or any other person or entity. A holder of Preferred Securities may also
directly institute a legal proceeding against the Company to enforce such
holder's right to receive payment under the Guarantee without first (i)
directing the Guarantee Trustee to enforce the terms of the Guarantee or (ii)
instituting a legal proceeding against TRV Capital or any other person or
entity.

The Company and TRV Capital believe that the above mechanisms and
obligations, taken together, are equivalent to a full and unconditional
guarantee by the Company of payments due on the Preferred Securities. See
"Description of Guarantee--General."

UNITED STATES FEDERAL INCOME TAXATION

GENERAL

The following is a summary of the material United States federal income tax
consequences of the purchase, ownership and disposition of Preferred Securities.
Unless otherwise stated, this summary deals only with Preferred Securities held
as capital assets by holders who purchase the Preferred Securities upon original
issuance. It does not deal with special classes of holders such as banks,
thrifts, real estate investment trusts, regulated investment companies,
insurance companies, dealers in securities or currencies, tax-exempt investors,
persons that have a functional currency other than the U.S. Dollar or persons
that will hold the Preferred Securities as a position in a "straddle," as part
of a "synthetic security" or "hedge," as part of a "conversion transaction" or
other integrated investment, or as other than a capital asset. Further, it does
not include any description of any alternative minimum tax consequences or the
tax laws of any state or local government or of any foreign government that may
be applicable to the Preferred Securities. This summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury regulations thereunder
and administrative and judicial interpretations thereof, as of the date hereof,
all of which are subject to change, possibly on a retroactive basis.

CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBT SECURITIES

In connection with the issuance of the Junior Subordinated Debt Securities,
Skadden, Arps, Slate, Meagher & Flom ("Skadden, Arps"), tax counsel to the
Company and TRV Capital, will render its opinion generally to the effect that,
under then current law and assuming full compliance with the terms of the
Indenture (and certain other documents), and based on certain facts and
assumptions contained in such opinion, the Junior Subordinated Debt Securities
held by TRV Capital will be classified for United States federal income tax
purposes as indebtedness of the Company.

CLASSIFICATION OF TRV CAPITAL

In connection with the issuance of the Preferred Securities, Skadden, Arps
will render its opinion generally to the effect that, under then current law and
assuming full compliance with the terms of the Declaration and the Indenture
(and certain other documents), and based on certain facts and assumptions
contained in such opinion, TRV Capital will be classified for United States
federal income tax purposes as a grantor trust and not as an association taxable
as a corporation. Accordingly, for United States federal income tax purposes,
each holder of Preferred Securities generally will be considered the owner of an
undivided interest in the Junior Subordinated Debt Securities, and each holder
will be required to include in its gross income interest (or OID) with respect
to its allocable share of those Junior Subordinated Debt Securities.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

Under recently issued Treasury regulations applicable to debt instruments
issued on or after August 13, 1996 (the "Regulations"), a "remote" contingency
that stated interest will not be timely paid will be ignored in determining
whether a debt instrument is issued with original issue discount ("OID"). The
Company believes that the likelihood of its exercising its option to defer
payments of interest is remote. Based on the foregoing, the Company believes
that the Junior Subordinated Debt Securities will not be considered to be issued
with OID at the time of their original issuance and, accordingly, a holder of
the Preferred Securities should include in gross income such holder's allocable
share of interest on the Junior Subordinated Debt Securities in accordance with
such holder's method of tax accounting.

Under the Regulations, if the Company exercised is option to defer any
payment of interest, the Junior Subordinated Debt Securities would at that
time be treated as issued with OID, and all stated interest on the Junior
Subordinated Debt Securities would thereafter be treated as OID as long as the
Junior Subordinated Debt Securities remained outstanding. In such event, all of
a holder's taxable interest income with respect to the Junior Subordinated Debt

S-33
<PAGE>

Securities would be accounted for as OID on an economic accrual basis
regardless of such holder's method of tax accounting, and actual distributions
of stated interest would not be reported as taxable income. Consequently, a
holder of Preferred Securities would be required to include in gross income
OID even though the Company would not make any actual cash payments during an
Extension Period.

The Regulations have not been addressed in any rulings or other
interpretations by the Internal Revenue Service (the "IRS"), and it is possible
that the IRS could take a position contrary to the interpretation herein.

Because income on the Preferred Securities will constitute interest or OID,
corporate holders of Preferred Securities will not be entitled to a
dividends-received deduction with respect to any income recognized with respect
to the Preferred Securities.

RECEIPT OF JUNIOR SUBORDINATED DEBT SECURITIES OR CASH UPON LIQUIDATION OF TRV
CAPITAL

Under certain circumstances, as described under "Description of the
Preferred Securities--Special Event Redemption or Distribution," Junior
Subordinated Debt Securities may be distributed to holders in exchange for the
Preferred Securities upon the liquidation of TRV Capital. Under current law,
such a distribution, for United States federal income tax purposes, would be
treated as a non-taxable event to each holder, and each holder would receive an
aggregate tax basis in the Junior Subordinated Debt Securities equal to such
holder's aggregate tax basis in its Preferred Securities. A holder's holding
period in the Junior Subordinated Debt Securities received in liquidation of TRV
Capital would include the period during which the Preferred Securities were held
by such holder.

Under certain circumstances described herein (see "Description of the
Preferred Securities"), the Junior Subordinated Debt Securities may be redeemed
by the Company for cash and the proceeds of such redemption distributed by TRV
Capital to holders in redemption of their Preferred Securities. Under current
law, such a redemption would, for United States federal income tax purposes,
constitute a taxable disposition of the redeemed Preferred Securities, and a
holder could recognize gain or loss as if it sold such redeemed Preferred
Securities for cash. See "United States Federal Income Taxation--Sales of
Preferred Securities."

SALES OF PREFERRED SECURITIES

A holder that sells Preferred Securities will be considered to have disposed
of all or part of its pro rata share of the Junior Subordinated Debt Securities
and will recognize gain or loss equal to the difference between its adjusted tax
basis in the Preferred Securities and the amount realized on the sale of such
Preferred Securities. Assuming that the Company does not exercise its option to
defer payment of interest on the Junior Subordinated Debt Securities, a holder's
adjusted tax basis in the Preferred Securities generally will be its initial
purchase price. If the Junior Subordinated Debt Securities are deemed to be
issued with OID as a result of the Company's deferral of any interest payment, a
holder's tax basis in the Preferred Securities generally will be its initial
purchase price, increased by OID previously includible in such holder's gross
income to the date of disposition and decreased by distributions or other
payments received on the Preferred Securities since and including the date of
the first Extension Period. Such gain or loss generally will be a capital gain
or loss (except to the extent of any accrued interest with respect to such
holder's pro rata share of the Junior Subordinated Debt Securities not
previously included in income) and generally will be a long-term capital gain
or loss if the Preferred Securities have been held for more than one year.

Should the Company exercise its option to defer any payment of interest
on the Junior Subordinated Debt Securities, the Preferred Securities may trade
at a price that does not accurately reflect the value of accrued but unpaid
interest with respect to the underlying Junior Subordinated Debt
Securities. In the event of such a deferral, a holder who disposes of its
Preferred Securities between record dates for payments of distributions
thereon will be required to include in income as ordinary income accrued
but unpaid interest on the Junior Subordinated Debt Securities to the date of
disposition and to add such amount to its adjusted tax basis in its pro rata
share of the underlying Junior Subordinated Debt Securities deemed disposed of.
To the extent the selling price is less than the holder's adjusted tax basis,
such holder will recognize a capital loss. Subject to certain limited
exceptions, capital losses cannot be applied to offset ordinary income
for United States federal income tax purposes.

PROPOSED TAX LEGISLATION

On March 19, 1996, President Clinton proposed the Proposed Legislation
that would, among other things, generally deny corporate issuers a deduction for
interest in respect of certain debt obligations, such as the Junior

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<PAGE>
Subordinated Debt Securities, issued on or after December 7, 1995. On March 29,
1996, Senate Finance Committee Chairman William V. Roth, Jr. and House Ways and
Means Committee Chairman Bill Archer issued the Joint Statement indicating their
intent that the Proposed Legislation, if adopted by either of the tax-writing
committees of Congress, would have an effective date that is no earlier than the
date of "appropriate Congressional action." Based upon the Joint Statement, it
is expected that if the Proposed Legislation were to be enacted, such
legislation would not apply to the Junior Subordinated Debt Securities. There
can be no assurances, however, that the effective date guidance contained in the
Joint Statement will be incorporated into the Proposed Legislation, if enacted,
or that other legislation enacted after the date hereof will not otherwise
adversely affect the ability of the Company to deduct the interest payable on
the Junior Subordinated Debt Securities. Accordingly, there can be no assurance
that a Tax Event will not occur. See "Description of the Preferred
Securities--Special Event Redemption or Distribution."

UNITED STATES ALIEN HOLDERS

For purposes of this discussion, a "United States Alien Holder" is any
corporation, individual, partnership, estate or trust that is, as to the United
States, a foreign corporation, a non-resident alien individual, a foreign
partnership, or a non-resident fiduciary of a foreign estate or trust.

Under present United States federal income tax law: (i) payments by TRV
Capital or any of its paying agents to any holder of a Preferred Security who or
which is a United States Alien Holder will not be subject to United States
federal withholding tax; provided, that, (a) the beneficial owner of the
Preferred Security does not actually or constructively own 10% or more of the
total combined voting power of all classes of stock of the Company entitled to
vote, (b) the beneficial owner of the Preferred Security is not a controlled
foreign corporation that is related to the Company through stock ownership, and
(c) either (A) the beneficial owner of the Preferred Security certifies to TRV
Capital or its agent, under penalties of perjury, that it is not a United States
holder and provides its name and address or (B) a securities clearing
organization, bank or other financial institution that holds customers'
securities in the ordinary course of its trade or business (a "Financial
Institution"), and holds the Preferred Security in such capacity, certifies to
TRV Capital or its agent, under penalties of perjury, that such statement has
been received from the beneficial owner by it or by a Financial Institution
holding such security for the beneficial owner and furnishes TRV Capital or its
agent with a copy thereof; and (ii) a United States Alien Holder of a Preferred
Security will not be subject to United States federal withholding tax on any
gain realized upon the sale or other disposition of a Preferred Security.

INFORMATION REPORTING TO HOLDERS

Generally, income on the Preferred Securities will be reported to holders on
Forms 1099, which forms should be mailed to holders of Preferred Securities by
January 31 following each calendar year.

BACKUP WITHHOLDING

Payments made on, and proceeds from the sale of, the Preferred Securities
may be subject to a "backup" withholding tax of 31% unless the holder complies
with certain identification requirements. Any withheld amounts will be allowed
as a credit against the holder's United States federal income tax, provided the
required information is provided to the IRS on a timely basis.

THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S
PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO
THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
PREFERRED SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN
AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL
OR OTHER TAX LAWS.

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<PAGE>
UNDERWRITING

Under the terms and subject to the conditions of the Underwriting Agreement
dated , 199 (the "Underwriting Agreement"), each Underwriter named below
(the "Underwriters") has severally agreed to purchase from TRV Capital, and TRV
Capital has agreed to sell to such Underwriter, the number of Preferred
Securities set forth opposite the name of such Underwriter below.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITERS PREFERRED SECURITIES
- ------------------------------------------------------------------------------------- --------------------
<S> <C>
Smith Barney Inc. ...................................................................
-----------
Total............................................................................
-----------
-----------
</TABLE>

The Underwriters are obligated to take and pay for the total number of
Preferred Securities offered hereby if any such Preferred Securities are
purchased. In the event of default by any Underwriter, the Underwriting
Agreement provides that, in certain circumstances, purchase commitments of the
non-defaulting Underwriters may be increased or the Underwriting Agreement may
be terminated.

TRV Capital has granted to the Underwriters an option, exercisable for 30
days from the date of this Prospectus Supplement, to purchase up to an aggregate
of additional Preferred Securities at the initial public offering price
set forth on the cover page of this Prospectus Supplement. The Company will pay
Underwriters' Compensation in the amounts set forth on the cover page hereof
with respect to such additional Preferred Securities. The Underwriters may
exercise such option to purchase additional Preferred Securities solely for
the purpose of covering over-allotments, if any, incurred in connection with
the sale of the Preferred Securities offered hereby. To the extent such option
is exercised, each Underwriter will become obligated, subject to certain
conditions, to purchase approximately the same percentage of such additional
Preferred Securities as the number of Preferred Securities set forth
opposite such Underwriter's name in the preceding table bears to the total
number of Preferred Securities in such table.

The Underwriting Agreement provides that TRV Capital and the Company will
indemnify the several Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended, and to make certain
contributions in respect thereof.

TRV Capital and the Company have agreed, during the period beginning on the
date of the Underwriting Agreement and continuing to and including the date that
is 60 days after the closing date for the purchase of the Preferred Securities,
not to offer, sell, contract to sell or otherwise dispose of any preferred
securities, any preferred stock or any other securities (including any backup
undertakings of such preferred stock or other securities) of the Company or of
TRV Capital, in each case that are substantially similar to the Preferred
Securities, or any securities convertible into or exchangeable for the Preferred
Securities or such substantially similar securities of either TRV Capital or the
Company, except preferred securities offered pursuant to the accompanying
Prospectus, without the prior written consent of Smith Barney.

In view of the fact that the proceeds of the sale of the Preferred
Securities will ultimately be used to purchase the Junior Subordinated Debt
Securities of the Company, the Underwriting Agreement provides that the Company
will pay as compensation to the Underwriters $ per Preferred Security for the
accounts of the several Underwriters; provided that such compensation for sales
of 10,000 or more Preferred Securities to a single purchaser will be $ per
Preferred Security. Therefore, to the extent of such sales, the actual amount of
Underwriters' Compensation will be less than the aggregate amount specified in
the preceding sentence.

The Underwriters propose to offer the Preferred Securities, in part,
directly to the public at the initial public offering price set forth on the
cover page of this Prospectus Supplement, and to certain dealers at a price that
represents a concession not in excess of , provided that such concession for
sales of 10,000 or more Preferred Securities to a single person will not be in
excess of per Preferred Security. The Underwriters may allow, and such
dealers may reallow, a concession not in excess of per Preferred Security to
certain brokers and dealers. After the Preferred Securities are released for
sale to the public, the offering price and other selling terms may from time to
time be varied by the Representatives.

The Preferred Securities have been approved for listing on the New York
Stock Exchange subject to official notice of issuance. Trading of the Preferred
Securities on the New York Stock Exchange is expected to commence within a
30-day period after the date of this Prospectus Supplement.

Smith Barney is an indirect wholly owned subsidiary of the Company and an
affiliate of TRV Capital. The offering of Preferred Securities will comply with
the requirements of Rule 2720 of the Conduct Rules of the

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<PAGE>
NASD regarding a NASD member firm's underwriting securities of an affiliate.
Certain of the Underwriters and their affiliates have in the past provided,
and may in the future provide, investment and/or commercial banking services
to the Company and its subsidiaries in the ordinary course of business.

This Prospectus Supplement together with an applicable Prospectus may also
be used by Smith Barney, in connection with offers and sales of the Preferred
Securities (subject to obtaining any necessary approval of the New York Stock
Exchange for any such offers and sales) 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 any of the Preferred Securities and may
discontinue any market-making activities at any time without notice, at its sole
discretion.

LEGAL MATTERS

The validity of the Preferred Securities, the Junior Subordinated Debt
Securities, the Guarantee and certain matters relating thereto and certain
United States federal income tax matters will be passed upon for the Company and
TRV Capital by Skadden, Arps, New York, New York. Certain legal matters will be
passed upon for the Underwriters by Dewey Ballantine, New York, New York. As to
matters governed by Delaware law (other than the Delaware General Corporation
Law), Dewey Ballantine will rely upon the opinion of Skadden, Arps. Kenneth J.
Bialkin, a partner of Skadden, Arps, is a director of the Company and he and
other attorneys in such firm beneficially own an aggregate of less than one
percent of the common stock of the Company.

S-37
<PAGE>
PROSPECTUS

TRAVELERS GROUP INC.

JUNIOR SUBORDINATED DEBT SECURITIES
-------------------

TRAVELERS CAPITAL I
TRAVELERS CAPITAL II
TRAVELERS CAPITAL III
TRAVELERS CAPITAL IV
TRAVELERS CAPITAL V
TRUST PREFERRED SECURITIES
GUARANTEED TO THE EXTENT SET FORTH HEREIN BY
TRAVELERS GROUP INC.
-------------------

Travelers Group Inc., a Delaware corporation (the "Company"), may offer,
from time to time, its unsecured junior subordinated debt securities (the
"Junior Subordinated Debt Securities"), consisting of debentures, notes or other
evidences of indebtedness, in one or more series and in amounts, at prices and
on terms to be determined at or prior to the time of any such offering. The
Company's obligations under the Junior Subordinated Debt Securities will be
subordinate and junior in right of payment to certain other indebtedness of the
Company as described herein or as may be described in an accompanying Prospectus
Supplement (the "Prospectus Supplement").

Travelers Capital I, Travelers Capital II, Travelers Capital III, Travelers
Capital IV and Travelers Capital V (each, a "TRV Trust" and, together, the "TRV
Trusts"), each a statutory business trust formed under the laws of the State of
Delaware, may offer, from time to time, trust preferred securities, representing
undivided beneficial interests in the assets of the respective TRV Trust
("Preferred Securities") with the payment of periodic cash distributions
("distributions") and payments on liquidation, redemption or otherwise of such
Preferred Securities guaranteed (each, a "Guarantee") on a subordinated basis by
the Company to the extent described herein. See "Description of Guarantees." The
Company's obligations under the Guarantees will rank pari passu with the most
senior preferred or preference stock now or hereafter issued by the Company. See
"Description of Guarantees-- Status of Guarantees." Junior Subordinated Debt
Securities may be issued and sold from time to time in one or more series by the
Company to a TRV Trust, or a trustee of such trust, in connection with the
investment of the proceeds from the offering of Preferred Securities and Common
Securities (as defined herein) of such TRV Trust, but the Company does not
intend to issue and sell the Junior Subordinated Debt Securities directly to
other purchasers, including the general public. The Junior Subordinated Debt
Securities purchased by a TRV Trust may be subsequently distributed pro rata to
holders of Preferred Securities and Common Securities in connection with the
dissolution of such TRV Trust upon the occurrence of certain events as may be
described in an accompanying Prospectus Supplement. The Guarantee, when taken
together with the Company's obligations under the Junior Subordinated Debt
Securities, the Indenture and the Declaration, including its obligations to pay
costs, expenses, debts and liabilities of such TRV Trust (other than with
respect to the Preferred Securities and the Common Securities), will provide a
full and unconditional guarantee on a subordinated basis by the Company of
payments due on Preferred Securities.

(Continued on next page)
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 NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
-------------------
SMITH BARNEY INC.
, 1996
<PAGE>
(continued from previous page)

Specific terms of the Junior Subordinated Debt Securities of any series or
the Preferred Securities of any TRV Trust in respect of which this Prospectus is
being delivered (the "Offered Securities") will be set forth in a Prospectus
Supplement with respect to such Offered Securities, which will describe, without
limitation and where applicable, the following: (i) in the case of Junior
Subordinated Debt Securities, the specific designation, aggregate principal
amount, denomination, maturity, premium, if any, redemption or sinking fund
provisions, if any, interest rate (which may be fixed or variable), if any, the
time and method of calculating interest payments, if any, dates on which
premium, if any, and interest, if any, will be payable, the right of the
Company, if any, to defer payment of interest on the Junior Subordinated Debt
Securities and the maximum length of such deferral period, the initial public
offering price, subordination terms, and any listing on a securities exchange
and other specific terms of the offering of Junior Subordinated Debt Securities,
and (ii) in the case of Preferred Securities, the designation, number of
securities, liquidation preference per security, initial public offering price,
any listing on a securities exchange, distribution rate (or method of
calculation thereof), dates on which distributions shall be payable and dates
from which distributions shall accrue, any voting rights, any redemption or
sinking fund provisions, any other rights, preferences, privileges, limitations
or restrictions relating to the Preferred Securities and the terms upon which
the proceeds of the sale of the Preferred Securities shall be used to purchase a
specific series of Junior Subordinated Debt Securities. If so specified in the
applicable Prospectus Supplement, Offered Securities may be issued in whole or
in part in the form of one or more temporary or permanent global securities.

If as set forth in the applicable Prospectus Supplement, the Company has the
right to defer payments of interest on a series of Junior Subordinated Debt
Securities by extending the interest payment period of such series of Junior
Subordinated Debt Securities (each, an "Extension Period"), distributions on the
corresponding series of Preferred Securities will also be deferred. There could
be up to 80 Extension Periods of varying lengths throughout the term of any
series of Junior Subordinated Debt Securities.

The Offered Securities may be offered in amounts, at prices and on terms to
be determined at the time of offering; provided, however, that the aggregate
initial public offering price of all Offered Securities shall not exceed $1
billion. Any Prospectus Supplement relating to any series of Offered Securities
will contain information concerning certain United States federal income tax
considerations, if applicable, to the Offered Securities.

The Company or any of the TRV Trusts may sell the Offered Securities
directly, through agents designated from time to time or through underwriters or
dealers. See "Plan of Distribution." If any agents of the Company, any of the
TRV Trusts or any underwriters or dealers are involved in the sale of the
Offered Securities, the names of such agents, underwriters or dealers and any
applicable commissions and discounts will be set forth in any related Prospectus
Supplement.

This Prospectus, together with an appropriate Prospectus Supplement, may be
used by Smith Barney Inc. ("Smith Barney"), an indirect wholly owned subsidiary
of the Company and an affiliate of the TRV Trusts, in connection with offers and
sales of the Offered Securities (subject to obtaining any necessary approval of
the New York Stock Exchange for any such offers and sales) 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.

2
<PAGE>
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE TRV
TRUSTS, OR ANY UNDERWRITER, AGENT OR DEALER. NEITHER THE DELIVERY OF THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE THEREUNDER SHALL,
UNDER ANY CIRCUMSTANCE, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY OR ANY OF THE TRV TRUSTS SINCE THE DATE HEREOF OR
THEREOF. THIS PROSPECTUS AND ANY RELATED PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.

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

IN CONNECTION WITH THE OFFERING OF CERTAIN OF THE OFFERED SECURITIES, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICES OF SUCH OFFERED SECURITIES OR OTHER SECURITIES OF THE COMPANY
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

AVAILABLE INFORMATION

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 Securities and Exchange
Commission (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 Commission also maintains a site on the World Wide Web, the address
of which is http://www.sec.gov, that contains reports, proxy and information
statements and other information regarding issuers, such as the Company, that
file electronically with the Commission. The Company's common stock is listed on
the New York Stock Exchange, Inc. (the "NYSE") and The Pacific Stock Exchange
Incorporated (the "PSE"), 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 and the TRV Trusts have filed with the Commission a Registration
Statement on Form S-3 (the "Registration Statement," which term shall include
all amendments, exhibits, annexes and schedules thereto) pursuant to the
Securities Act of 1933, as amended (the "Act"), with respect to the Offered
Securities. 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 with
respect to the Company, the TRV Trusts and the Offered Securities, reference is
made to the Registration Statement and exhibits thereto. Statements contained in
this Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or document filed as an exhibit to the Company's Registration
Statement, each such statement being qualified in all respects by such
reference.

No separate financial statements of the TRV Trusts have been included or
incorporated by reference herein. The Company does not consider that such
financial statements would be material to holders of the Preferred Securities
because (i) all of the voting securities of the TRV Trusts will be owned,
directly or indirectly, by the Company, a reporting company under the Exchange
Act, (ii) the TRV Trusts have no independent operations but exist for the sole
purpose of issuing securities representing undivided beneficial interests in
their respective assets and investing the proceeds thereof in Junior
Subordinated Debt Securities issued by the Company, and (iii) the obligations of
the TRV Trusts under the Preferred Securities are fully and unconditionally
guaranteed by the

3
<PAGE>
Company to the extent that the respective TRV Trust has funds available to meet
such obligations. See "Description of Junior Subordinated Debt Securities" and
"Description of Guarantees."

INCORPORATION OF CERTAIN DOCUMENTS 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, as amended, of the Company for the
fiscal year ended December 31, 1995;

2. Quarterly Reports on Form 10-Q of the Company for the quarters ended
March 31, 1996 and June 30, 1996; and

3. Current Reports on Form 8-K of the Company, dated January 16, 1996,
January 19, 1996, as amended, April 2, 1996, as amended, April 15, 1996, and
June 7, 1996.

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 of the offering of Offered Securities hereby
and (ii) the date on which Smith Barney ceases offering and selling Offered
Securities pursuant to this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of 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.

The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference in the
Registration Statement of which this Prospectus forms a part other than exhibits
to such documents unless such exhibits are specifically incorporated by
reference into such documents. Requests should be directed to Travelers Group
Inc., 388 Greenwich Street, New York, New York 10013; Attention: Treasurer;
telephone (212) 816-8000.

4
<PAGE>
THE COMPANY

The principal offices of the Company are located at 388 Greenwich Street,
New York, New York 10013 and its telephone number is (212) 816-8000.

TRV TRUSTS

Each of the TRV Trusts is a statutory business trust formed under Delaware
law pursuant to (i) a declaration of trust executed by the Company, as sponsor
for such trust (the "Sponsor"), and the trustees of such trust dated as of
September 19, 1996 and (ii) the filing of a certificate of trust with the
Secretary of State of the State of Delaware on September 19, 1996. Each such
declaration will be amended and restated in its entirety (as so amended and
restated, each a "Declaration"), and is substantially in the form filed as an
exhibit to the Registration Statement of which this Prospectus forms a part.
Each of the TRV Trusts exists for the exclusive purposes of
(i) issuing the Preferred Securities and common securities
representing undivided beneficial interests in the assets of the Trust (the
"Common Securities" and, together with the Preferred Securities, the "Trust
Securities"), (ii) investing the gross proceeds from the sale of the Trust
Securities in the Junior Subordinated Debt Securities and (iii) engaging in only
those other activities necessary or incidental thereto. All of the Common
Securities will be directly or indirectly owned by the Company. The Common
Securities will rank pari passu, and payments will be made thereon pro rata,
with the Preferred Securities, except that, upon an event of default under the
Declaration, the rights of the holders of the Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and otherwise
will be subordinated to the rights of the holders of the Preferred Securities.
The Company will directly or indirectly acquire Common Securities in an
aggregate liquidation amount equal to 3% or more of the total capital of each
TRV Trust.

Each TRV Trust has a term of approximately 55 years but may terminate
earlier, as provided in each Declaration. Each TRV Trust's business and affairs
will be conducted by the trustees of each applicable Trust (the "TRV Trustees")
appointed by the Company as the direct or indirect holder of all the Common
Securities. The holder of the Common Securities will be entitled to appoint,
remove or replace any of, or increase or reduce the number of, the TRV Trustees
of the TRV Trusts. The duties and obligations of the TRV Trustees shall be
governed by the Declaration of such TRV Trust. Each TRV Trust will have two TRV
Trustees (the "Regular Trustees") who are employees or officers of or who are
affiliated with the Company. One TRV Trustee of each TRV Trust will be a
financial institution that is not affiliated with the Company and that has a
specified minimum amount of aggregate capital, surplus, and undivided profits of
not less than $50,000,000, which shall act as

5
<PAGE>
property trustee and as indenture trustee for the purposes of compliance with
the provisions of Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), pursuant to the terms set forth in a Prospectus Supplement (the
"Institutional Trustee"). In addition, unless the Institutional Trustee
maintains a principal place of business in the State of Delaware and otherwise
meets the requirements of applicable law, one TRV Trustee of each TRV Trust will
have a principal place of business or reside in the State of Delaware (the
"Delaware Trustee"). The Company will pay all fees and expenses related to the
TRV Trusts and the offering of the Trust Securities.

The office of the Delaware Trustee for each of the TRV Trusts is Chase
Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801. The
address for each TRV Trust is c/o the Company, the Sponsor of the TRV Trusts, at
the Company's corporate headquarters located at 388 Greenwich Street, New York,
New York 10013, telephone (212) 816-8000.

USE OF PROCEEDS

All of the net proceeds from the sale of any Preferred Securities offered
hereby will be invested by the TRV Trust in Junior Subordinated Debt Securities.
The Company will use the proceeds from the sale of the Junior Subordianted Debt
Securities to the TRV Trusts for general corporate purposes, which may include
capital contributions to subsidiaries of the Company, the redemption of shares
of the the Company's preferred stock, and/or the reduction or refinancing of
borrowings of the Company or its subsidiaries.

RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS

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

6
<PAGE>
DESCRIPTION OF JUNIOR SUBORDINATED DEBT SECURITIES

The following description sets forth certain general terms and provisions of
the Junior Subordinated Debt Securities to which any Prospectus Supplement may
relate. The particular terms of the Junior Subordinated Debt Securities offered
by any Prospectus Supplement and the extent, if any, to which such general
provisions may apply to the Junior Subordinated Debt Securities so offered will
be described in the Prospectus Supplement relating to such Junior Subordinated
Debt Securities.

The Junior Subordinated Debt Securities may be issued, from time to time, in
one or more series, under an Indenture, dated as of , 199 (the
"Indenture"), between the Company and The Chase Manhattan Bank, as trustee (the
"Indenture Trustee"), the form of which is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part.

The following summary of certain provisions of the Junior Subordinated Debt
Securities and the Indenture does not purport to be complete and is subject to,
and is qualified in its entirety by express reference to, all of the provisions
of the Indenture, including the definitions therein of certain terms. All
article and section references appearing herein are to articles and sections of
the Indenture, unless otherwise indicated, and capitalized terms which are not
otherwise defined in this Prospectus shall have the meanings specified in the
Indenture.

General. The Junior Subordinated Debt Securities will be direct, unsecured
obligations of the Company. The Indenture does not limit the amount of Junior
Subordinated Debt Securities which may be issued thereunder, and provides that
Junior Subordinated Debt Securities may be issued thereunder in series up to the
aggregate principal amount which may be authorized from time to time by the
Board of Directors of the Company. (Section 3.1)

Reference is made to the Prospectus Supplement which accompanies this
Prospectus for the following terms and other information with respect to the
Junior Subordinated Debt Securities being offered thereby: (i) the designation,
priority, aggregate principal amount and authorized denominations; (ii) the
percentage of their principal amount at which such Junior Subordinated Debt
Securities will be issued; (iii) the date on which such Junior Subordinated Debt
Securities will mature; (iv) the rate per annum at which such Junior
Subordinated Debt Securities will bear interest or the method of determination
of such rate; (v) the dates on which such interest will be payable; (vi) the
rights, if any, to defer payments of interest on the Junior Subordinated Debt
Securities by extending the interest payment period, and the maximum duration of
such extensions; (vii) the place or places where payments on such Junior
Subordinated Debt Securities shall be made; (viii) any redemption terms or
sinking fund provisions; (ix) the terms of subordination of Junior Subordinated
Debt Securities; (x) whether Debt Securities issued in fully registered form
will be represented by either a global security delivered to a depositary and
recorded in a book-entry system maintained by such depositary or by a
certificate delivered to the Holder; (xi) the restrictions, if any, applicable
to the exchange of Junior Subordinated Debt Securities of a series of one form
for another of such series and to the offer, sale and delivery of the Junior
Subordinated Debt Securities; (xii) whether and under what circumstances the
Company will pay additional amounts in the event of certain developments with
respect to United States withholding tax or information reporting laws; or
(xiii) other specific terms.

Unless otherwise specified in the applicable Prospectus Supplement, Junior
Subordinated Debt Securities will be issued in fully registered form without
coupons, will be exchangeable for other Junior Subordinated Debt Securities of
the same series, registered in the same name, for a like aggregate principal
amount in authorized denominations, and will be transferable at any time or from
time to time at the Corporate Trust Office of the Indenture Trustee or at any
other office or agency of the Company maintained for that purpose. No charge
will be made to the Holder for any such exchange or transfer except for any tax
or governmental charge incidental thereto.

Unless otherwise described in the Prospectus Supplement accompanying this
Prospectus, there are no covenants or provisions contained in the Indenture
which afford the Holders of the Junior Subordinated Debt Securities protection
in the event of a highly leveraged transaction involving the Company.

Consolidation, Merger and Sale of Assets. The Indenture provides that the
Company will not consolidate with or merge into any other corporation or convey,
transfer or lease its assets substantially as an entirety unless (a) the
successor is a corporation organized in the United States and expressly assumes
the due and punctual payment of the principal of (and premium, if any) and
interest on all Junior Subordinated Debt Securities issued

7
<PAGE>

thereunder and the performance of every other covenant of the Indenture on the
part of the Company and (b) immediately thereafter no Event of Default and no
event which, after notice or lapse of time, or both, would become an Event of
Default, shall have happened and be continuing. Upon any such consolidation,
merger, conveyance or transfer, the successor corporation shall succeed to and
be substituted for the Company under the Indenture and thereafter, except in the
case of a lease, the predecessor corporation shall be relieved of all
obligations and covenants under the Indenture and the Junior Subordinated Debt
Securities. (Article Eight)

Events of Default. The Indenture provides that the following are Events of
Default thereunder with respect to any series of the Junior Subordinated Debt
Securities: (a) default in the payment of the principal of (or premium, if any,
on) any Junior Subordinated Debt Security of such series at its maturity; (b)
default in making a sinking fund payment, if any, when and as the same shall be
due and payable by the terms of the Junior Subordinated Debt Securities of such
series; (c) default for 30 days in the payment of any installment of interest on
any Junior Subordinated Debt Security of such series; (d) default for 90 days
after written notice in the performance of any other covenant in respect of the
Junior Subordinated Debt Securities of such series contained in the Indenture;
(e) certain events of bankruptcy, insolvency or reorganization, or court
appointment of a receiver, liquidator or trustee of the Company; (f) any other
Event of Default provided in the applicable resolution of the Board of Directors
or supplemental indenture under which the Junior Subordinated Debt Securities
are issued; and (g) in the event Junior Subordinated Debt Securities of a series
are issued and sold to a TRV Trust or a trustee of such trust in connection with
the issuance of Trust Securities by such TRV Trust, such TRV Trust shall have
voluntarily or involuntarily dissolved, wound-up its business or otherwise
terminated its existence, except in connection with (i) the distribution of
Junior Subordinated Debt Securities to holders of Trust Securities in
liquidation or redemption of their interests in such TRV Trust upon a Special
Event, (ii) the redemption of all of the outstanding Trust Securities of such
TRV Trust or (iii) certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of such TRV Trust. (Section 5.1) The Indenture
Trustee may withhold notice to the Holders of the Junior Subordinated Debt
Securities of any default with respect thereto (except in the payment of
principal, premium or interest) if it considers such withholding to be in the
interests of such Holders. (Section 6.2)

If an Event of Default with respect to the Junior Subordinated Debt
Securities shall have occurred and be continuing, the Indenture Trustee or the
Holders of 25% in aggregate principal amount of the Junior Subordinated Debt
Securities may declare the principal of all the Junior Subordinated Debt
Securities to be due and payable immediately. (Section 5.2)

The Indenture contains a provision entitling the Indenture Trustee to be
indemnified by the Holders before proceeding to exercise any right or power
under the Indenture at the request of any of the Holders. (Section 6.3). The
Indenture provides that the Holders of a majority in principal amount of the
outstanding Junior Subordinated Debt Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Indenture
Trustee, or exercising any trust or power conferred upon the Indenture Trustee,
with respect to the Junior Subordinated Debt Securities. (Section 5.12) The
right of a Holder to institute a proceeding with respect to the Indenture is
subject to certain conditions precedent including notice and indemnity to the
Indenture Trustee, but the Holder has an absolute right to receipt of principal,
premium, if any, and interest on the Junior Subordinated Debt Securities at the
Stated Maturity (or, in the case of redemption, on the Redemption Date) or to
institute suit for the enforcement thereof. (Sections 5.7 and 5.8)

The Holders of not less than a majority in principal amount of the
Outstanding Junior Subordinated Debt Securities may on behalf of the Holders of
all the Junior Subordinated Debt Securities waive any past defaults except (a) a
default in payment of the principal of (or premium, if any) or interest on any
Junior Subordinated Debt Security and (b) a default in respect of a covenant or
provision of the Indenture which cannot be amended or modified without the
consent of the Holder of each affected Junior Subordinated Debt Security;
provided, however, that if the Junior Subordinated Debt Securities are held by a
TRV Trust or a trustee of such trust, such waiver or modification to such waiver
shall not be effective until the holders of a majority in liquidation preference
of Trust Securities of the applicable TRV Trust shall have consented to such
waiver or modification to such waiver; provided further, that if the consent of
the Holder of each outstanding Junior Subordinated Debt Security is required,
such waiver shall not be effective until each holder of the Trust Securities of
the applicable TRV Trust shall have consented to such waiver. (Section 5.13)

The Indenture requires the Company to furnish to the Indenture Trustee an
annual statement as to defaults, if any, by the Company under the Indenture.
(Section 10.4)

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<PAGE>

Modifications and Amendments. Modifications and amendments to the Indenture
may be made by the Company and the Indenture Trustee with the consent of the
Holders of a majority in principal amount of the Junior Subordinated Debt
Securities at the time outstanding of each series which is affected thereby,
provided, that no such modification or amendment may, without the consent of the
Holder of each Junior Subordinated Debt Security affected thereby or modify the
subordination provisions in a matter adverse to the holders: (i) modify the
terms of payment of principal, premium, if any, or interest; or (ii) reduce
the percentage of Holders of Junior Subordinated Debt Securities necessary to
modify or amend the Indenture or waive compliance by the Company with any
covenant or past default; or (iii) remove or impair the rights of any holder to
bring a Direct Action under certain matters, provided, further, that if the
Junior Subordinated Debt Securities of such series are held by a TRV Trust or a
trustee of such trust, such supplemental indenture shall not be effective until
the holders of a majority in liquidation preference of Trust Securities of the
applicable TRV Trust shall have consented to such supplemental indenture;
provided further, that if the consent of the Holder of each outstanding Junior
Subordinated Debt Security is required, such supplemental indenture shall not be
effective until each holder of the Trust Securities of the applicable TRV Trust
shall have consented to such supplemental indenture. (Section 9.2)

+
Discharge and Defeasance. The Company may discharge all of its obligations
(except those set forth below) to holders of any series of Junior Subordinated
Debt Securities issued under the Indenture, which Junior Subordinated Debt
Securities have not already been delivered to the Indenture Trustee for
cancellation and which either have become due and payable or are by their terms
due and payable within one year (or are to be called for redemption within one
year) by depositing with the Indenture Trustee an amount certified to be
sufficient to pay when due the principal of and premium, if any, and interest on
all outstanding Junior Subordinated Debt Securities of such series and to make
any mandatory sinking fund payments thereon when due. (Section 4.1)

Unless otherwise specified in the applicable Prospectus Supplement with
respect to the Junior Subordinated Debt Securities of a series, the Company, at
its option, (i) will be discharged from any and all obligations in respect of
the Junior Subordinated Debt Securities of such series (except for certain
obligations to pay all expenses of the applicable TRV Trust, to register the
transfer or exchange of Junior Subordinated Debt Securities of such series, to
replace mutilated, defaced, destroyed, lost or stolen Junior Subordinated Debt
Securities of such series, and to maintain Paying Agents and hold monies for
payment in trust), or (ii) need not comply with certain covenants specified in
the applicable Prospectus Supplement with respect to the Junior Subordinated
Debt Securities of that series, and the occurrence of an event described in
clause (d) under "Events of Default" above with respect to any defeased covenant
and clause (f) of the "Events of Default" above shall no longer be an Event of
Default if, in either case, the Company deposits with the Indenture Trustee, in
trust, money or U.S. Government Obligations that through the payment of interest
thereon and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay all the principal of (and premium, if any) and
any interest on the Junior Subordinated Debt Securities of such series on the
dates such payments are due (which may include one or more redemption dates
designated by the Company) in accordance with the terms of such Junior
Subordinated Debt Securities. Such a trust may only be established, if, among
other things, the Company shall have delivered an Opinion of Counsel, which, in
the case of a discharge pursuant to clause (i), must be based upon a ruling or
administrative pronouncement of the Internal Revenue Service, to the effect that
the Holders of the Junior Subordinated Debt Securities will not recognize gain
or loss for federal income tax purposes as a result of such deposit or
defeasance and will be subject to federal income tax in the same manner as if
such defeasance had not occurred. (Sections 4.2, 4.3 and 4.4) In the event the
Company omits to comply with its remaining obligations under the Indenture after
a defeasance of the Indenture with respect to the Junior Subordinated Debt
Securities of any series as described under clause (ii) above and the Junior
Subordinated Debt Securities of such series are declared due and payable because
of the occurrence of any undefeased Event of Default, the amount of money and
U.S. Government Obligations on deposit with the Indenture Trustee may be
insufficient to pay amounts due on the Junior Subordinated Debt Securities of
such series at the time of the acceleration resulting from such Event of
Default. However, the Company will remain liable in respect of such payments.

Concerning the Indenture Trustee. The Indenture Trustee has extended
substantial credit facilities (the borrowings under which constitute Senior
Indebtedness) to the Company. The Company and certain of its subsidiaries also
maintain bank accounts, borrow money and have other customary commercial banking
or investment banking relationships with the Indenture Trustee in the ordinary
course of business.

Global Securities. The Indenture provides that the registered Junior
Subordinated Debt Securities of a series may be issued in the form of one or
more fully registered Global Securities (a "Registered Global Security") that
will be deposited with a depositary (a "Depositary") or with a nominee for a
Depositary identified in the

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<PAGE>
Prospectus Supplement relating to such series and registered in the name of the
Depositary or a nominee thereof. (Section 3.1) In such case, one or more
Registered Global Securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
outstanding registered Junior Subordinated Debt Securities to be represented by
such Registered Global Security or Securities. Unless and until it is exchanged
in whole for Junior Subordinated Debt Securities in definitive registered form,
a Registered Global Security may not be transferred except as a whole by the
Depositary for such Registered Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor. The Depositary currently accepts only
debt securities that are payable in U.S. dollars.

The specific terms of the depositary arrangement with respect to any portion
of a series of Junior Subordinated Debt Securities to be represented by a
Registered Global Security will be described in the Prospectus Supplement
relating to such series.

Ownership of beneficial interests in a Registered Global Security will be
limited to persons that have accounts with the Depositary for such Registered
Global Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Registered Global Security, the Depositary
for such Registered Global Security will credit, on its book-entry registration
and transfer system, the participants' accounts with the respective principal
amounts of the Debt Securities represented by such Registered Global Security
beneficially owned by such participants. The accounts to be credited shall be
designated by any dealers, underwriters or agents participating in the
distribution of such Junior Subordinated Debt Securities. Ownership of
beneficial interests in such Registered Global Security will be shown on, and
the transfer of such ownership interests will be effected only through, records
maintained by the Depositary for such Registered Global Security (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons holding through participants). The laws of some states
may require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, transfer or pledge beneficial interests in Registered Global Securities.

So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Junior Subordinated Debt Securities represented by such Registered Global
Security for all purposes under the Indenture. Except as set forth below, owners
of beneficial interests in a Registered Global Security will not be entitled to
have the Junior Subordinated Debt Securities represented by such Registered
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of such Junior Subordinated Debt Securities in
definitive form and will not be considered the owners or holders thereof under
the Indenture. Accordingly, each person owning a beneficial interest in a
Registered Global Security must rely on the procedures of the Depositary for
such Registered Global Security and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a holder under the Indenture. The Company understands
that under existing industry practices, if the Company requests any action of
holders or if an owner of a beneficial interest in a Registered Global Security
desires to give or take any action which a holder is entitled to give or take
under the Indenture, the Depositary for such Registered Global Security would
authorize the participants holding the relevant beneficial interests to give or
take such action, and such participants would authorize beneficial owners owning
through such participants to give or take such action or would otherwise act
upon the instructions of beneficial owners holding through them.

Principal, premium, if any, and interest payments on Junior Subordinated
Debt Securities represented by a Registered Global Security registered in the
name of a Depositary or its nominee will be made to such Depositary or its
nominee, as the case may be, as the registered owner of such Registered Global
Security. None of the Company, the Indenture Trustee or any other agent of the
Company or agent of the Indenture Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in such Registered Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

The Company expects that the Depositary for any Junior Subordinated Debt
Securities represented by a Registered Global Security, upon receipt of any
payment of principal, premium or interest in respect of such Registered Global
Security, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in such
Registered Global Security as shown on the records of such

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Depositary. The Company also expects that payments by participants to owners of
beneficial interests in such Registered Global Security held through such
participants will be governed by standing customer instructions and customary
practices, as is now the case with the securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.

If the Depositary for any Junior Subordinated Debt Securities represented by
a Registered Global Security is at any time unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered under the Exchange Act,
and a successor Depositary registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, the Company will issue such
Junior Subordinated Debt Securities in definitive form in exchange for such
Registered Global Security. In addition, the Company may at any time and in its
sole discretion determine not to have any of the Junior Subordinated Debt
Securities of a series represented by one or more Registered Global Securities
and, in such event, will issue Junior Subordinated Debt Securities of such
series in definitive form in exchange for all of the Registered Global Security
or Securities representing such Junior Subordinated Debt Securities. Any Junior
Subordinated Debt Securities issued in definitive form in exchange for a
Registered Global Security will be registered in such name or names as the
Depositary shall instruct the relevant Trustee. It is expected that such
instructions will be based upon directions received by the Depositary from
participants with respect to ownership of beneficial interests in such
Registered Global Security.

The Junior Subordinated Debt Securities of a series may also be issued in
the form of one or more bearer global Securities (a "Bearer Global Security")
that will be deposited with a common depositary for Euro-clear and Cedel Bank,
societe anonyme, or with a nominee for such depositary identified in the
Prospectus Supplement relating to such series. The specific terms and
procedures, including the specific terms of the depositary arrangement, with
respect to any portion of a series of Junior Subordinated Debt Securities to be
represented by a Bearer Global Security will be described in the Prospectus
Supplement relating to such series.

Ranking of Junior Subordinated Debt Securities. The Junior Subordinated Debt
Securities will be subordinated and junior in right of payment to certain
indebtedness of the Company to the extent set forth in the Prospectus Supplement
that will accompany this Prospectus.

Certain Provisions Applicable to TRV Trusts. In the event Junior
Subordinated Debt Securities of a series are issued and sold to a TRV Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
such TRV Trust, such Junior Subordinated Debt Securities subsequently may be
distributed pro rata to the holders of such Trust Securities in connection with
the dissolution of such TRV Trust upon the occurrence of certain events
described in the Prospectus Supplement relating to such Trust Securities. Only
one series of Junior Subordinated Debt Securities will be issued to a TRV Trust,
or a trustee of such trust, in connection with the issuance of Trust Securities
by such TRV Trust. If Junior Subordinated Debt Securities are issued to a TRV
Trust or a trustee of such trust in connection with the issuance of Trust
Securities by such TRV Trust and (i) there shall have occurred and be continuing
an Event of Default, (ii) the Company shall be in default with respect to its
payment of any obligations under the related Guarantee, or (iii) the Company
shall have given notice of its election to defer payments of interest on such
Junior Subordinated Debt Securities by extending the interest payment period as
provided in the Indenture and such period, or any extension thereof, shall be
continuing, then (a) the Company shall not declare or pay any dividend on, make
any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or make any
guarantee payment with respect thereto (other than (i) repurchases, redemptions
or other acquisitions of shares of capital stock of the Company in connection
with any employment contract, benefit plan or other similar arrangement with or
for the benefit of employees, officers, directors or consultants, (ii) as a
result of an exchange or conversion of any class or series of the Company's
capital stock for any other class or series of the Company's capital stock, or
(iii) the purchase of fractional interests in shares of the Company's capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged), and (b) the Company shall not make
any payment of interest on or principal of (or premium, if any, on), or repay,
repurchase or redeem any debt securities issued by the Company which rank pari
passu with or junior to such Junior Subordinated Debt Securities. The foregoing,
however, will not apply to any stock dividends paid by the Company where the
dividend stock is the same stock as that on which the dividend is being paid.

In the event Junior Subordinated Debt Securities are issued to a TRV Trust
or a trustee of such trust in connection with the issuance of Trust Securities
of such TRV Trust, for so long as such Trust Securities remain outstanding, the
Company will covenant (i) to directly or indirectly maintain 100% ownership of
the Common

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Securities of such TRV Trust; provided, however, that any permitted successor of
the Company under the Indenture may succeed to the Company's ownership of such
Common Securities, (ii) to not voluntarily dissolve, wind-up or terminate such
TRV Trust, except in connection with a distribution of Junior Subordinated Debt
Securities upon a Special Event and in connection with certain mergers,
consolidations or amalgamations permitted by the Declaration of the applicable
TRV Trust, (iii) to timely perform its duties as Sponsor of the applicable TRV
Trust and (iv) to use its reasonable efforts to cause such TRV Trust (a) to
remain a statutory business trust, except in connection with the distribution of
Junior Subordinated Debt Securities to the holders of Trust Securities in
liquidation of such TRV Trust, the redemption of all of the Trust Securities of
such TRV Trust, or certain mergers, consolidations or amalgamations, each as
permitted by the Declaration of such TRV Trust, and (b) to otherwise continue to
be classified as a grantor trust for United States federal income tax purposes.
(Section 10.5)

DESCRIPTION OF PREFERRED SECURITIES

The following description sets forth certain general terms and provisions of
the Preferred Securities to which any Prospectus Supplement may relate. The
particular terms of the Preferred Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may apply to
the Preferred Securities so offered will be described in the Prospectus
Supplement relating to such Preferred Securities. The description does not
purport to be complete and is subject in all respects to the provisions of,
and is qualified in its entirety by reference to, the forms of Declarations,
which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part.

Each TRV Trust may issue, from time to time, only one series of Preferred
Securities having terms described in the Prospectus Supplement relating thereto.
The Declaration of each TRV Trust authorizes the Regular Trustees of such TRV
Trust to issue on behalf of such TRV Trust one series of Preferred Securities.
Each Declaration will be qualified as an indenture under the Trust Indenture
Act. The Preferred Securities will have such terms, including distributions,
redemption, voting, liquidation rights and such other preferred, deferred or
other special rights or such restrictions as shall be set forth in the
Declaration of the TRV Trust issuing such Preferred Securities or made part of
such Declaration by the Trust Indenture Act. Reference is made to any Prospectus
Supplement relating to the Preferred Securities of a TRV Trust for specific
terms, including (i) the distinctive designation of such Preferred Securities,
(ii) the number of Preferred Securities issued by such TRV Trust, (iii) the
annual distribution rate (or method of determining such rate) for Preferred
Securities issued by such TRV Trust and the date or dates upon which such
distributions shall be payable, (iv) whether distributions on Preferred
Securities issued by such TRV Trust shall be cumulative, and, in the case of
Preferred Securities having such cumulative distribution rights, the date or
dates or method of determining the date or dates from which distributions on
Preferred Securities issued by such TRV Trust shall be cumulative, (v) the
amount or amounts which shall be paid out of the assets of such TRV Trust to the
Holders of Preferred Securities of such TRV Trust upon voluntary or involuntary
dissolution, winding-up or termination of such TRV Trust, (vi) the obligation,
if any, of such TRV Trust to purchase or redeem Preferred Securities issued by
such TRV Trust and the price or prices at which, the period or periods within
which and the terms and conditions upon which Preferred Securities issued by
such TRV Trust shall be purchased or redeemed, in whole or in part, pursuant to
such obligation, (vii) the voting rights, if any, of Preferred Securities issued
by such TRV Trust in addition to those required by law, including the number of
votes per Preferred Security and any requirement for the approval by the holders
of Preferred Securities, or of Preferred Securities issued by one or more TRV
Trusts, or of both, as a condition to specified action or amendments to the
Declaration of such TRV Trust, and (viii) any other relevant rights,
preferences, privileges, limitations or restrictions of Preferred Securities
issued by such TRV Trust consistent with the Declaration of such TRV Trust or
with applicable law. All Preferred Securities offered hereby will be guaranteed
by the Company to the extent set forth below under "Description of Guarantees."
Certain United States federal income tax considerations applicable to any
offering of Preferred Securities will be described in the Prospectus Supplement
relating thereto.

In connection with the issuance of Preferred Securities, each TRV Trust will
issue one series of Common Securities. The Declaration of each TRV Trust
authorizes the Regular Trustees of such trust to issue on behalf of such TRV
Trust one series of Common Securities having such terms including distributions,
redemption, voting, liquidation rights or such restrictions as shall be set
forth therein. The terms of the Common Securities issued by such TRV Trust will
be substantially identical to the terms of the Preferred Securities issued by
such TRV Trust and the Common Securities will rank pari passu, and payments will
be made thereon pro rata with such Preferred Securities except that, upon an
Event of Default under the Declaration of such TRV Trust, the rights of the
holders of such Common Securities to payment in respect of distributions and
payments upon liquidation,

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<PAGE>
redemption and otherwise will be subordinated to the rights of the holders of
such Preferred Securities. Except in certain limited circumstances, the Common
Securities of a TRV Trust will also carry the right to vote and to appoint,
remove or replace any of the TRV Trustees of such TRV Trust. All of the Common
Securities of a TRV Trust will be directly or indirectly owned by the Company.

If an Event of Default with respect to a Declaration of any TRV Trust occurs
and is continuing, then the holders of Preferred Securities of such TRV Trust
would rely on the enforcement by the Institutional Trustee of its rights as a
holder of the Junior Subordinated Debt Securities against the Company. In
addition, the holders of a majority in liquidation amount of such Preferred
Securities will have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Institutional Trustee
or to direct the exercise of any trust or power conferred upon the Institutional
Trustee under such Declaration, including the right to direct the Institutional
Trustee to exercise the remedies available to it as a holder of the Junior
Subordinated Debt Securities. If the Institutional Trustee fails to enforce its
rights under the Junior Subordinated Debt Securities, any holder of such
Preferred Securities may directly institute a legal proceeding against the
Company to enforce the Institutional Trustee's rights under the Junior
Subordinated Debt Securities without first instituting any legal proceeding
against the Institutional Trustee or any other person or entity. If an Event of
Default with respect to the Declaration of any TRV Trust has occurred and is
continuing and such event is attributable to the failure of the Company to pay
interest or principal on the Junior Subordinated Debt Securities on the date
such interest or principal is otherwise payable (or in the case of redemption,
on the redemption date), then a holder of Preferred Securities of such TRV Trust
may also directly institute a proceeding for enforcement of payment to such
holder of the principal of or interest on the Junior Subordinated Debt
Securities having a principal amount equal to the aggregate liquidation amount
of such Preferred Securities of such holder (a "Direct Action") on or after the
respective due date specified in the Junior Subordinated Debt Securities without
first (i) directing the Institutional Trustee to enforce the terms of the Junior
Subordinated Debt Securities or (ii) instituting a legal proceeding against the
Company to enforce the Institutional Trustee's Rights under the Junior
Subordinated Debt Securities. In connection with such Direct Action, the Company
will be subrogated to the rights of such holder of such Preferred Securities
under such Declaration to the extent of any payment made by the Company to such
holder of such Preferred Securities in such Direct Action. Consequently, the
Company will be entitled to payment of amounts that a holder of Preferred
Securities receives in respect of an unpaid distribution that resulted in the
bringing of a Direct Action to the extent that such holder receives or has
already received full payment with respect to such unpaid distribution from a
TRV Trust. The holders of Preferred Securities of a TRV Trust will not be able
to exercise directly any other remedy available to the holders of the Junior
Subordinated Debt Securities.

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DESCRIPTION OF GUARANTEES

Set forth below is a summary of information concerning the Guarantees that
will be executed and delivered by the Company for the benefit of the holders,
from time to time, of Preferred Securities. Each Guarantee will be qualified as
an indenture under the Trust Indenture Act. The Chase Manhattan Bank will act as
indenture trustee under each Guarantee (the "Guarantee Trustee"). The terms of
each Guarantee will be those set forth in such Guarantee and those made part of
such Guarantee by the Trust Indenture Act. The summary does not purport to be
complete and is subject in all respects to the provisions of, and is qualified
in its entirety by reference to, the form of Guarantee, which is filed as an
exhibit to the Registration Statement of which this Prospectus forms a part, and
the Trust Indenture Act. Each Guarantee will be held by the Guarantee Trustee
for the benefit of the holders of the Preferred Securities of a TRV Trust.

GENERAL

Pursuant to and to the extent set forth in each Guarantee, the Company will
irrevocably and unconditionally agree to pay in full to the holders of the
Preferred Securities issued by a TRV Trust (except to the extent paid by such
TRV Trust), as and when due, regardless of any defense, right of set-off or
counterclaim which such TRV Trust may have or assert, the following payments
(the "Guarantee Payments"), without duplication: (i) any accrued and unpaid
distributions that are required to be paid on such Preferred Securities, to the
extent such TRV Trust has funds available therefor, and (ii) the redemption
price of $25 per Preferred Security, plus all accrued and unpaid distributions
(the "Redemption Price"), to the extent such TRV Trust has funds available
therefor, with respect to any Preferred Securities called for redemption by such
TRV Trust, and (iii) upon a voluntary or involuntary dissolution, winding-up or
termination of such TRV Trust (other than in connection with the distribution of
Junior Subordinated Debt Securities to the holders of Preferred Securities or
the redemption of all of the Preferred Securities) the lesser of (a) the
aggregate of the liquidation amount and all accrued and unpaid distributions on
such Preferred Securities to the date of payment or (b) the amount of assets of
such TRV Trust remaining for distribution to holders of such Preferred
Securities in liquidation of such TRV Trust. The Company's obligation to make a
Guarantee Payment may be satisfied by direct payment of the required amounts by
the Company to the holders of Preferred Securities or by causing such TRV Trust
to pay such amounts to such holders.

Each Guarantee will be a guarantee on a subordinated basis with respect to
the Preferred Securities issued by a TRV Trust from the time of issuance of such
Preferred Securities but will not apply to any payment of distributions or
Redemption Price, or to payments upon the dissolution, winding-up or termination
of such TRV Trust, except to the extent such TRV Trust shall have funds
available therefor. If the Company does not make interest payments on the Junior
Subordinated Debt Securities purchased by a TRV Trust, such TRV Trust will not
pay distributions on the Preferred Securities issued by such TRV Trust and will
not have funds available therefor. See "Description of Junior Subordinated Debt
Securities." The Guarantee, when taken together with the Company's obligations
under the Junior Subordinated Debt Securities, the Indenture and the Declaration
of any TRV Trust, including its obligations to pay costs, expenses, debts and
liabilities of such TRV Trust (other than with respect to Trust Securities) will
provide a full and unconditional guarantee on a subordinated basis by the
Company of payments due on the Preferred Securities issued by such TRV Trust.

CERTAIN COVENANTS OF THE COMPANY

In each Guarantee, the Company will covenant that, so long as any Preferred
Securities issued by a TRV Trust remain outstanding, if there shall have
occurred any event that would constitute an Event of Default under such
Guarantee or the Declaration of such TRV Trust, then (a) the Company shall not
declare or pay any dividend on, make any distributions with respect to, or
redeem, purchase, acquire or make a liquidation payment with respect to, any of
its capital stock or make any guarantee payment with respect thereto (other than
(i) repurchases, redemptions or other acquisitions of shares of capital stock of
the Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of employees, officers, directors or
consultants, (ii) as a result of an exchange or conversion of any class or
series of the Company's capital stock for any other class or series of the
Company's capital stock, or (iii) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange provisions
of such capital stock or the security being converted or exchanged) and (b) the
Company shall not make any payment of interest on, or principal of (or

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<PAGE>
premium, if any, on), or repay, repurchase or redeem, any debt securities issued
by the Company which rank pari passu with or junior to such Junior Subordinated
Debt Securities. Each Guarantee, however, will except from the foregoing any
stock dividends paid by the Company where the dividend stock is the same stock
as that on which the dividend is being paid.

MODIFICATION OF THE GUARANTEES; ASSIGNMENT

Except with respect to any changes that do not adversely affect the rights
of holders of Preferred Securities to which a Guarantee relates (in which case
no vote will be required), each Guarantee may be amended only with the prior
approval of the holders of not less than a majority in aggregate liquidation
amount of the outstanding related Preferred Securities issued by a TRV Trust.
The manner of obtaining any such approval of holders of such Preferred
Securities will be set forth in an accompanying Prospectus Supplement. All
guarantees and agreements contained in a Guarantee shall bind the successors,
assignees, receivers, trustees and representatives of the Company and shall
inure to the benefit of the holders of the related Preferred Securities of a TRV
Trust then outstanding.

EVENTS OF DEFAULT

An Event of Default under a Guarantee will occur upon the failure of the
Company to perform any of its payment or other obligations thereunder. The
holders of a majority in aggregate liquidation amount of the Preferred
Securities to which a Guarantee relates have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Guarantee Trustee in respect of the Guarantee or to direct the exercise of any
trust or power conferred upon the Guarantee Trustee under the Guarantee. If the
Guarantee Trustee fails to enforce the Guarantee Trustee's rights under a
Guarantee, any holder of related Preferred Securities may directly institute a
legal proceeding against the Company to enforce the Guarantee Trustee's rights
under such Guarantee without first instituting a legal proceeding against the
TRV Trust that issued such Preferred Securities, the Guarantee Trustee or any
other person or entity. A holder of Preferred Securities may also directly
institute a legal proceeding against the Company to enforce such holder's right
to receive payment under such Guarantee without first (i) directing the
Guarantee Trustee to enforce the terms of the Guarantee or (ii) instituting a
legal proceeding against the TRV Trust that issued such Preferred Securities or
any other person or entity.

The Company will be required to provide annually to the Guarantee Trustee a
statement as to the performance by the Company of certain of its obligations
under each of the Guarantees and as to any default in such performance.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, prior to the occurrence of a default with respect to
a Guarantee, undertakes to perform only such duties as are specifically set
forth in the Guarantee and, after default with respect to a Guarantee, shall
exercise the same degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Subject to such provision, the Guarantee
Trustee is under no obligation to exercise any of the powers vested in it by a
Guarantee at the request of any holder of Preferred Securities to which such
Guarantee relates unless it is offered reasonable indemnity against the costs,
expenses and liabilities that might be incurred thereby.

TERMINATION OF THE GUARANTEES

Each Guarantee will terminate as to the Preferred Securities issued by a TRV
Trust upon full payment of the Redemption Price of all Preferred Securities of
such TRV Trust, upon distribution of the Junior Subordinated Debt Securities
held by such TRV Trust to the holders of the Preferred Securities of such TRV
Trust or upon full payment of the amounts payable in accordance with the
Declaration of such TRV Trust upon liquidation of such TRV Trust. Each Guarantee
will continue to be effective or will be reinstated, as the case may be, if at
any time any holder of related Preferred Securities issued by a TRV Trust must
restore payment of any sums paid under such Preferred Securities or such
Guarantee.

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STATUS OF THE GUARANTEES

Each Guarantee will constitute an unsecured obligation of the Company and
will rank (i) subordinate and junior in right of payment to all other
liabilities of the Company, (ii) pari passu with the most senior preferred or
preference stock now or hereafter issued by the Company and with any guarantee
now or hereafter entered into by the Company in respect of any preferred or
preference stock of any subsidiary of the Company and (iii) senior to the
Company's common stock. The terms of the Preferred Securities provide that each
holder of Preferred Securities issued by a TRV Trust by acceptance thereof
agrees to the subordination provisions and other terms of the applicable
Guarantee.

Each Guarantee will constitute a guarantee of payment and not of collection
(that is, the guaranteed party may institute a legal proceeding directly against
the guarantor to enforce its rights under a Guarantee without instituting a
legal proceeding against any other person or entity).

GOVERNING LAW

The Guarantees will be governed by, and construed in accordance with, the
internal laws of the State of New York.

PLAN OF DISTRIBUTION

Any TRV Trust may sell Preferred Securities in one or more of the following
ways from time to time: (i) to or through underwriters or dealers, (ii) directly
to purchasers, or (iii) through agents. Any such underwriters, dealers or agents
may include Smith Barney. The Prospectus Supplement with respect to any Offered
Securities will set forth (i) the terms of the offering of the Offered
Securities, including the name or names of any underwriters, dealers or agents,
(ii) the purchase price of the Offered Securities and the proceeds to the
Company or a TRV Trust as the case may be, from such sale, (iii) any
underwriting discounts and commissions or agency fees and other items
constituting underwriters' or agents' compensation, (iv) any initial public
offering prices, (v) any discounts or concessions allowed or reallowed or paid
to dealers and (vi) any securities exchange on which such Offered Securities may
be listed. Any initial public offering price, discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.

If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered Securities may be offered to the public either through underwriting
syndicates represented by one or more managing underwriters or directly by one
or more firms acting as underwriters. The underwriter or underwriters with
respect to a particular underwritten offering of Offered Securities will be
named in the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or underwriters will be
set forth on the cover of such Prospectus Supplement. Unless otherwise set forth
in the Prospectus Supplement relating thereto, the obligations of the
underwriters to purchase the Offered Securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all the
Offered Securities if any are purchased.

If dealers are utilized in the sale of Offered Securities, the Company or
the applicable TRV Trust will sell such Offered Securities to the dealers as
principals. The dealers may then resell such Offered Securities to the public at
varying prices to be determined by such dealers at the time of resale. The names
of the dealers and the terms of the transaction will be set forth in the
Prospectus Supplement relating thereto.

Any series of Preferred Securities may be sold from time to time either
directly by a TRV Trust or by its designated agents. Any agent involved in the
offer or sale of the Offered Securities in respect to which this Prospectus is
delivered will be named, and any commissions payable by the Company or the
applicable TRV Trust to such agent will be set forth in the Prospectus
Supplement relating thereto. Unless otherwise indicated in the Prospectus
Supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.

The Preferred Securities may be sold directly by a TRV Trust to
institutional investors or others who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale thereof. The terms
of any such sales will be described in the Prospectus Supplement relating
thereto.

If so indicated in the Prospectus Supplement, the Company or the applicable
TRV Trust will authorize agents, underwriters or dealers to solicit offers from
certain types of institutions to purchase Offered Securities

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from the Company or such TRV Trust at the public offering price set forth in the
Prospectus Supplement pursuant to delayed delivery contracts (the "Contracts")
providing for payment and delivery on a specified date or dates in the future.
Such Contracts will not be subject to any conditions except (a) the purchase by
an institution of the Offered Securities covered by its Contracts shall not at
the time of delivery be prohibited under the laws of any jurisdiction in the
United States to which such institution is subject and (b) if the Offered
Securities are being sold to underwriters, the Company shall have sold to such
underwriters the total principal amount of the Offered Securities less the
principal amount thereof covered by the Contracts. The Prospectus Supplement
will set forth the commission payable for solicitation of such Contracts.

Smith Barney, a member of the National Association of Securities Dealers,
Inc. (the "NASD"), a subsidiary of the Company and an affiliate of the TRV
Trusts, may participate in distributions of the Offered Securities. Accordingly,
the offerings of Offered Securities will conform with the requirements set forth
in Rule 2720 of the Conduct Rules of the NASD.

This Prospectus together with an applicable Prospectus Supplement may also
be used by Smith Barney in connection with offers and sales of the Offered
Securities (subject to obtaining any necessary approval of the NYSE for any such
offers and sales) 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 any of the Offered Securities and may discontinue any market-making
activities at any time without notice, at its sole discretion.

Agents, dealers and underwriters may be entitled, under agreements with the
Company or a TRV Trust, to indemnification by the Company or the applicable TRV
Trust against certain civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments that such agents,
dealers or underwriters may be required to make in respect thereof. Agents,
dealers and underwriters may be customers of, engage in transactions with, or
perform services for the Company or a TRV Trust in the ordinary course of
business.

Each series of Offered Securities will be a new issue of securities and will
have no established trading market. Any underwriters to whom Offered Securities
are sold for public offering and sale may make a market in such Offered
Securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The Offered Securities
may or may not be listed on a national securities exchange. No assurance can be
given that there will be a market for the Offered Securities.

LEGAL MATTERS

The validity of the Preferred Securities, the Junior Subordinated Debt
Securities, the Guarantees and certain matters relating thereto and certain
United States federal income tax matters will be passed upon for the Company and
the TRV Trusts by Skadden, Arps, Slate, Meagher & Flom, New York, New York.
Certain legal matters will be passed upon for the Underwriters by Dewey
Ballantine, New York, New York. As to matters governed by Delaware law (other
than the Delaware General Corporation Law), Dewey Ballantine will rely upon the
opinion of Skadden, Arps, Slate, Meagher & Flom. Kenneth J. Bialkin, a partner
of Skadden, Arps, Slate, Meagher & Flom, is a director of the Company and he
and other attorneys in such firm beneficially own an aggregate of less than
one percent of the common stock of the Company.

EXPERTS

The consolidated financial statements and schedules of the Company as of
December 31, 1995 and 1994, and for each of the years in the three-year period
ended December 31, 1995, incorporated by reference or included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995, 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, 1995 consolidated financial statements and schedules refer to
changes in the Company's methods of accounting for certain investments in debt
and equity securities in 1994 and methods of accounting for postretirement
benefits other than pensions and accounting for postemployment benefits in 1993.
The preacquisition consolidated financial statements of The Travelers
Corporation and subsidiaries as of December 31, 1993 and for the year then ended
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995, have been incorporated by

17
<PAGE>
reference herein, in reliance upon the report which includes an explanatory
paragraph referring to changes in the method of accounting for reinsurance in
1993 (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, 1995 and 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 April 2, 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.

18
<PAGE>
===================================== ===================================
- ------------------------------------- -----------------------------------

NO DEALER, SALESPERSON OR OTHER
INDIVIDUAL HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY TRUST PREFERRED SECURITIES
REPRESENTATIONS, OTHER THAN THOSE
CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS, IN CONNECTION WITH THE
OFFER CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING TRAVELERS CAPITAL I
PROSPECTUS, AND, IF GIVEN OR MADE,
ANY SUCH INFORMATION OR REPRESEN-
TATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY TRAVELERS
GROUP INC., TRAVELERS CAPITAL I OR % TRUST PREFERRED SECURITIES
ANY UNDERWRITER, DEALER OR AGENT.
THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY GUARANTEED TO THE EXTENT
OF THE SECURITIES OFFERED HEREBY BY SET FORTH HEREIN BY
ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS TRAVELERS GROUP INC.
NOT QUALIFIED TO DO SO OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO ------------
MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT
PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN (INCLUDING PROSPECTUS
NO CHANGE IN THE AFFAIRS OF DATED , 1996
TRAVELERS GROUP INC. OR TRAVELERS
CAPITAL I SINCE THE DATE HEREOF.

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

TABLE OF CONTENTS

PAGE
----
PROSPECTUS SUPPLEMENT
Summary.............................. S-4
Risk Factors......................... S-8
Use of Proceeds...................... S-12
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends............................ S-12
Accounting Treatment................. S-12
Capitalization....................... S-13
Description of the Preferred
Securities........................... S-14
Description of the Junior
Subordinated Debt Securities....... S-25
Description of Guarantee............. S-30
Effect of Obligations Under the
Junior Subordinated Debt Securities
and the Guarantee.................. S-32
United States Federal Income
Taxation............................. S-33
Underwriting......................... S-36
Legal Matters........................ S-37
PROSPECTUS
Available Information................ 3
Incorporation of Certain Documents by
Reference............................ 4
The Company.......................... 5
TRV Trusts........................... 5
Use of Proceeds...................... 6
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends............................ 6
Description of Junior Subordinated
Debt Securities...................... 7
Description of Preferred
Securities........................... 12
Description of Guarantees............ 14 SMITH BARNEY INC.
Plan of Distribution................. 16
Legal Matters........................ 17
Experts.............................. 17

===================================== ===================================
- ------------------------------------- -----------------------------------

<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses payable by the Company
in connection with the Securities being registered hereby. All of the fees set
forth below are estimates except for the SEC registration fee, the NASD fee and
the NYSE listing fee.

<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee........................... $ 344,828
NASD Filing Fee......................................................... 30,500
Rating Agency Fees...................................................... 400,000
Blue Sky Fees and Expenses.............................................. 20,000
Trustees' Fees and Expenses............................................. 5,000
Printing Fees and Expenses.............................................. 250,000
Accounting Fees and Expenses............................................ 75,000
New York Stock Exchange Listing Fee..................................... 170,300
Legal Fees and Expenses................................................. 100,000
Miscellaneous........................................................... 4,372
----------
Total............................................................. $1,400,000
----------
----------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

II-1
<PAGE>
indemnify him against such liabilities under Section 145. Section Three of
Article V of the Company's By-Laws provides that the Company shall indemnify its
directors and officers to the fullest extent permitted by the DGCL.

The Company also provides liability insurance for its directors and officers
which provides for coverage against loss from claims made against directors and
officers in their capacity as such, including, 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 of omissions
not in good faith or which involve international 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 Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).

The Declaration of each TRV Trust provides that no Institutional Trustee or
any of its affiliates, Delaware Trustee or any of its affiliates, or officer,
director, shareholder, member, partner, employee, representative custodian,
nominee or agent of the Institutional Trustee or the Delaware Trustee (each a
"Fiduciary Indemnified Person"), and no Regular Trustee, affiliate of any
Regular Trustee, or any officer, director, shareholder, member, partner,
employee, representative or agent of any Regular Trustee, or any employee or
agent of such TRV Trust or its affiliates (each a "Company Indemnified Person")
shall be liable, responsible or accountable in damages or otherwise to such TRV
Trust, any Affiliate of such TRV Trust or any holder of securities issued by
such TRV Trust, or to any officer, director, shareholder, partner, member,
representative, employee or agent of such TRV Trust or its Affiliates for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Fiduciary Indemnified Person or Company Indemnified Person in
good faith on behalf of such TRV Trust and in a manner such Fiduciary
Indemnified Person or Company Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Fiduciary Indemnified Person
or Company Indemnified Person by such Declaration or by law, except that a
Fiduciary Indemnified Person or a Company Indemnified Person shall be liable for
any loss, damage or claim incurred by reason of such Fiduciary Indemnified
Person's or Company Indemnified Person's gross negligence (or in the case of a
Fiduciary Indemnified Person, negligence) or willful misconduct with respect to
such acts or omissions. The Declaration of each TRV Trust also provides that, to
the full extent permitted by law, the Company shall indemnify any Company
Indemnified 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 such TRV Trust) by reason of the fact that he is or was a Company
Indemnified Person 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 TRV Trust, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Declaration of each
TRV Trust also provides that to the full extent permitted by law, the Company
shall indemnify any Company Indemnified 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 such TRV Trust to procure a judgment in its favor by
reason of the fact that he is or was a Company Indemnified Person 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 TRV Trust and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such Company Indemnified
Person shall have been adjudged to be liable to the TRV Trust unless and only to
the extent that the Court of Chancery of Delaware 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
such Court of Chancery or such other court shall deem proper. The Declaration of
each TRV Trust further provides that expenses (including attorneys' fees)
incurred by a Company Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in the
immediately preceding two sentences shall be paid by the Company in advance of
the final disposition of such action, suit or preceding upon

II-2
<PAGE>
receipt of an undertaking by or on behalf of such Company Indemnified Person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Company as authorized in the Declaration. The directors
and officers of the Company and the Regular Trustees are covered by insurance
policies indemnifying them against certain liabilities, including certain
liabilities arising under the Securities Act, which might be incurred by them in
such capacities and against which they cannot be indemnified by the Company or
the TRV Trusts. Any agents, dealers or underwriters who execute any of the
agreements filed as Exhibit 1.1 to this Registration Statement will agree to
indemnify the Company's directors and their officers and the TRV Trustees who
signed the Registration Statement against certain liabilities that may arise
under the Securities Act with respect to information furnished to the Company or
any of the TRV Trusts by or on behalf of any such indemnifying party.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENTS.

(a) Exhibits

<TABLE>
<C> <S>
1.1 --Form of Underwriting Agreement+

4.1 --Certificate of Trust of Travelers Capital I*

4.2 --Certificate of Trust of Travelers Capital II*

4.3 --Certificate of Trust of Travelers Capital III*

4.4 --Certificate of Trust of Travelers Capital IV*

4.5 --Certificate of Trust of Travelers Capital V*

4.6 --Form of Amended and Restated Declaration of Trust for Travelers Capital I*

4.7 --Form of Amended and Restated Declaration of Trust for Travelers Capital II*

4.8 --Form of Amended and Restated Declaration of Trust for Travelers Capital III*

4.9 --Form of Amended and Restated Declaration of Trust for Travelers Capital IV*

4.10 --Form of Amended and Restated Declaration of Trust for Travelers Capital V*

4.11 --Form of Indenture between Travelers Group Inc. and The Chase Manhattan Bank, as Trustee*

4.12 --Form of Preferred Security (included in Exhibit 4.6)

4.13 --Form of Common Security (included in Exhibit 4.6)

4.14 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital I*

4.15 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital II*

4.16 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital III*

4.17 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital IV*

4.18 --Form of Guarantee with respect to the Preferred Securities of Travelers Capital V*

4.19 --Form of Junior Subordinated Debt Securities (included in Exhibit 4.11)

5.1 --Opinion of Skadden, Arps, Slate, Meagher & Flom+

8.1 --Opinion of Skadden, Arps, Slate, Meagher & Flom+

12.1 --Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends of
Travelers Group Inc.*

23.1 --Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants +

23.2 --Consent of Coopers & Lybrand L.L.P., Independent Accountants +

23.3 --Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants +

23.4 --Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibits 5.1 and 8.1)

24.1 --Powers of Attorney of certain directors*

25.1 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Indenture+
</TABLE>

II-3
<PAGE>
<TABLE>
<C> <S>
25.2 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Travelers Capital I+

25.3 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Travelers Capital II+

25.4 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Travelers Capital III+

25.5 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Travelers Capital IV+

25.6 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Trustee under the Declaration of Trust of Travelers Capital V+

25.7 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Preferred Securities Guarantee of Travelers
Group Inc. for the benefit of the holders of Preferred Securities of Travelers Capital I+

25.8 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Preferred Securities Guarantee of Travelers
Group Inc. for the benefit of holders of Preferred Securities of Travelers Capital II+

25.9 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Preferred Securities Guarantee of Travelers
Group Inc. for the benefit of holders of Preferred Securities of Travelers Capital III+

25.10 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Preferred Securities Guarantee of Travelers
Group Inc. for the benefit of holders of Preferred Securities of Travelers Capital IV+

25.11 --Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Chase
Manhattan Bank, as Guarantee Trustee under the Preferred Securities Guarantee of Travelers
Group Inc. for the benefit of holders of Preferred Securities of Travelers Capital V+

28.1 --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 of the Form 10-K
for the year ended December 31, 1995 of Travelers Group Inc.) (File No. 1-9924)
</TABLE>

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

+ Filed herewith
* Filed previously

ITEM 17
. UNDERTAKING.

The undersigned Registrants hereby undertake:

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

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

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) that, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;

(iii) to include any material information with respect to the Plan of
Distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is

II-4
<PAGE>
contained in periodic reports filed by Travelers Group Inc. pursuant to
Section 13 or Section 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in this Registration
Statement.

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

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

The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of Travelers
Group Inc.'s Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, as amended (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.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the provisions referred to in Item 15 (other than the
insurance policies referred to therein), or otherwise, the Registrants have 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 Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
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 Registrants will, unless in the opinion of their 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.

The undersigned Registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities
Act each post-effective amendment that contains a form of prospectus 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.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Travelers Group
Inc. hereby certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 30th day of September, 1996.

TRAVELERS GROUP INC.

By /s/ JAMES DIMON
...........................
Name: James Dimon
Title: President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated on the 30th day of September, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------- -----------------------------------

<S> <C>
/s/ SANFORD I. WEILL Chairman of the Board and Chief
........................................... Executive Officer (Principal
Sanford I. Weill Executive Officer) and Director

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

/s/ IRWIN ETTINGER Executive Vice President and Chief
........................................... Accounting Officer (Principal
Irwin Ettinger Accounting Officer)

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

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

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

........................................... Director
Joseph A. Califano, Jr.

........................................... Director
Douglas D. Danforth

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

/s/ JAMES DIMON Director
...........................................
James Dimon
</TABLE>

II-6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------- -----------------------------------
<S> <C>
........................................... Director
Leslie B. Disharoon

........................................... Director
Gerald R. Ford

*
........................................... Director
Ann D. 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

*By: /s/ JAMES DIMON
.......................................
James Dimon
Attorney-in-fact
</TABLE>

II-7
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Travelers
Capital I, Travelers Capital II, Travelers Capital III, Travelers Capital IV and
Travelers Capital V each hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 30th day of September, 1996.

TRAVELERS CAPITAL I

By: /s/ HEIDI G. MILLER
..................................
Heidi G. Miller, as Trustee

By: /s/ IRWIN ETTINGER
..................................
Irwin Ettinger, as Trustee

TRAVELERS CAPITAL II

By: /s/ HEIDI G. MILLER
..................................
Heidi G. Miller, as Trustee

By: /s/ IRWIN ETTINGER
..................................
Irwin Ettinger, as Trustee

TRAVELERS CAPITAL III

By: /s/ HEIDI G. MILLER
..................................
Heidi G. Miller, as Trustee

By: /s/ IRWIN ETTINGER
..................................
Irwin Ettinger, as Trustee

TRAVELERS CAPITAL IV

By: /s/ HEIDI G. MILLER
..................................
Heidi G. Miller, as Trustee

By: /s/ IRWIN ETTINGER
..................................
Irwin Ettinger, as Trustee

TRAVELERS CAPITAL V

By: /s/ HEIDI G. MILLER
..................................
Heidi G. Miller, as Trustee

By: /s/ IRWIN ETTINGER
..................................
Irwin Ettinger, as Trustee

II-8
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ---------------------------------------------------------------------------- ----
<C> <S> <C>
1.1 --Form of Underwriting Agreement+

4.1 --Certificate of Trust of Travelers Capital I*

4.2 --Certificate of Trust of Travelers Capital II*

4.3 --Certificate of Trust of Travelers Capital III*

4.4 --Certificate of Trust of Travelers Capital IV*

4.5 --Certificate of Trust of Travelers Capital V*

4.6 --Form of Amended and Restated Declaration of Trust for Travelers Capital I*

4.7 --Form of Amended and Restated Declaration of Trust for Travelers Capital II*

4.8 --Form of Amended and Restated Declaration of Trust for Travelers Capital
III*

4.9 --Form of Amended and Restated Declaration of Trust for Travelers Capital IV*

4.10 --Form of Amended and Restated Declaration of Trust for Travelers Capital V*

4.11 --Form of Indenture between Travelers Group Inc. and The Chase Manhattan
Bank, as Trustee*

4.12 --Form of Preferred Security (included in Exhibit 4.1)

4.13 --Form of Common Security (included in Exhibit 4.1)

4.14 --Form of Guarantee with respect to the Preferred Securities of Travelers
Capital I*

4.15 --Form of Guarantee with respect to the Preferred Securities of Travelers
Capital II*

4.16 --Form of Guarantee with respect to the Preferred Securities of Travelers
Capital III*

4.17 --Form of Guarantee with respect to the Preferred Securities of Travelers
Capital IV*

4.18 --Form of Guarantee with respect to the Preferred Securities of Travelers
Capital V*

4.19 --Form of Junior Subordinated Debt Securities (included in Exhibit 4.1)

5.1 --Opinion of Skadden, Arps, Slate, Meagher & Flom+

8.1 --Opinion of Skadden, Arps, Slate, Meagher & Flom+

12.1 --Computation of Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends of Travelers Group Inc.*

23.1 --Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants+

23.2 --Consent of Coopers & Lybrand L.L.P., Independent Accountants+

23.3 --Consent of KPMG Peat Marwick LLP, Independent Certified Public
Accountants+

23.4 --Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibits 5.1
and 8.1)

24.1 --Powers of Attorney of certain directors*

25.1 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Trustee under the Indenture+

25.2 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Trustee under the Declaration of
Trust of Travelers Capital I+

25.3 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Trustee under the Declaration of
Trust of Travelers Capital II+
</TABLE>

<PAGE>

<TABLE>
<C> <S> <C>
25.4 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Trustee under the Declaration of
Trust of Travelers Capital III+

25.5 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Trustee under the Declaration of
Trust of Travelers Capital IV+

25.6 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Trustee under the Declaration of
Trust of Travelers Capital V+

25.7 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Guarantee Trustee under the
Preferred Securities Guarantee of Travelers Group Inc. for the benefit of
the holders of Preferred Securities of Travelers Capital I+

25.8 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Guarantee Trustee under the
Preferred Securities Guarantee of Travelers Group Inc. for the benefit of
holders of Preferred Securities of Travelers Capital II+

25.9 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Guarantee Trustee under the
Preferred Securities Guarantee of Travelers Group Inc. for the benefit of
holders of Preferred Securities of Travelers Capital III+

25.10 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Guarantee Trustee under the
Preferred Securities Guarantee of Travelers Group Inc. for the benefit of
holders of Preferred Securities of Travelers Capital IV+

25.11 --Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of The Chase Manhattan Bank, as Guarantee Trustee under the
Preferred Securities Guarantee of Travelers Group Inc. for the benefit of
holders of Preferred Securities of Travelers Capital V+

28.1 --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 of the Form 10-K for the year
ended December 31, 1995 of Travelers Group Inc.) (File No. 1-9924)
</TABLE>

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

+ Filed herewith.
* Filed previously.

EXHIBIT 1.1

__________ TRUST PREFERRED SECURITIES

TRAVELERS CAPITAL I

____% Trust Preferred Securities

(Liquidation amount $25 per Trust Preferred Security)
guaranteed to the extent set forth in the Prospectus
Supplement dated ______, 199_ by

TRAVELERS GROUP INC.

UNDERWRITING AGREEMENT
----------------------

__________, 199_

SMITH BARNEY INC.
[CO-MANAGERS]

As Representatives of the Several Underwriters

c/o SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

Travelers Capital I (the "Trust"), a statutory business trust
organized under the Business Trust Act (the "Delaware Act") of the State of
Delaware (Chapter 38, Title 12, of the Delaware Business Code, 12 Del. C.
Section 3801 et seq.), proposes, upon the terms and conditions set forth herein,
to issue and sell _______________% Trust Preferred Securities with an aggregate
liquidation amount equal to $__________ (the "Firm Preferred Securities") to the
several Underwriters named in Schedule I hereto (the "Underwriters"). The Trust
also proposes, upon the terms and conditions set forth herein and solely for the
purpose of covering over-allotments, to issue and sell to the Underwriters up to
an additional ____________ ___% Trust Preferred Securities with an aggregate
liquidation amount equal to $_________ (the "Additional Preferred Securities").
The Firm Preferred Securities and the Additional Preferred Securities are
hereinafter collectively referred to as the "Preferred Securities."

The Preferred Securities and the Common Securities (as defined herein)
are to be issued pursuant to the terms of a declaration of trust, dated as of
September 19, 1996, as amended and restated as of ________, 199_ (the
"Declaration"), among Travelers Group Inc., a Delaware corporation (the
"Company" and, together with the Trust, the "Offerors"), as sponsor, the
trustees named therein (the "TRV Trustees") and the holders from time to time of
undivided beneficial interests in the assets of the Trust. The Declaration is
qualified as an indenture under the Trust Indenture Act of 1939, as amended (the
"1939 Act"). Pursuant to the Declaration, the number of TRV Trustees will
initially be four. Two of the TRV Trustees (the "Regular Trustees") will be
persons who are employees or officers of, or affiliated with, the Company. The
third TRV Trustee will be a financial institution unaffiliated with the Company
that will serve as property trustee under the Declaration and as indenture
trustee with respect to the Preferred Securities for purposes of the 1939 Act
(the "Institutional Trustee"). The fourth TRV Trustee will be a financial
institution or an affiliate thereof which maintains a principal place of
business in the State of Delaware, meeting the requirements of the Delaware Act
(the "Delaware Trustee"). Initially, The Chase Manhattan

<PAGE>

Bank, a New York banking association ("Chase"), will act as the Institutional
Trustee and Chase Manhattan Bank Delaware, a banking association with its
principal place of business in the State of Delaware, will act as the Delaware
Trustee until removed or replaced by the holder of the Common Securities. The
Preferred Securities will be guaranteed by the Company on a subordinated basis
with respect to distributions and payments upon liquidation, redemption or
otherwise (the "Guarantee") pursuant to the Preferred Securities Guarantee
Agreement dated as of ________, 199_ (the "Guarantee Agreement") between the
Company and Chase, as Trustee (the "Guarantee Trustee"). The assets of the
Trust will consist of ____% Junior Subordinated Deferrable Interest Debentures
due ___________, 203_ (the "Subordinated Debentures") of the Company which will
be issued under an indenture, dated as of _________, 199_ (the "Indenture"),
between the Company and Chase, as Trustee (the "Indenture Trustee"). Under
certain circumstances, the Subordinated Debentures will be distributable to the
holders of undivided beneficial interests in the assets of the Trust. The
Preferred Securities, the Guarantee and the Subordinated Debentures are referred
to herein as the "Securities."

The Offerors wish to confirm as follows their agreement with you and
the other several Underwriters on whose behalf you are acting, in connection
with the several purchases of the Preferred Securities by the Underwriters.

1. Registration Statement and Prospectus. The Offerors have
----------------------------------------
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Securities Act"), a registration statement on Form S-3 (File
No. 333-12439) under the Securities Act (the "registration statement"),
including a prospectus subject to completion relating to the Securities. The
term "Registration Statement" as used in this Agreement means the registration
statement (including all financial schedules and exhibits), as amended at the
time it becomes effective, or, if the registration statement became effective
prior to the execution of this Agreement, as supplemented or amended prior to
the execution of this Agreement. If it is contemplated, at the time this
Agreement is executed, that a post-effective amendment to the registration
statement will be filed and must be declared effective before the offering of
the Preferred Securities may commence, the term "Registration Statement" as used
in this Agreement means the registration statement as amended by said
post-effective amendment. If an additional registration statement is prepared
and filed with the Commission in accordance with Rule 462(b) under the
Securities Act (an "Additional Registration Statement"), the term "Registration
Statement" as used in this Agreement includes the Additional Registration
Statement. The term "Base Prospectus" as used in this Agreement means the
prospectus in the form included in the Registration Statement. The term
"Prospectus" as used in this Agreement means the Base Prospectus together with
the prospectus supplement or supplements relating to the Preferred Securities
filed with the Commission pursuant to Rule 424(b) under the Securities Act. The
term "Prepricing Prospectus" as used in this Agreement means the prospectus
supplement subject to completion relating to the Preferred Securities together
with the Base Prospectus as such prospectus shall have been amended from time to
time prior to the date of such prospectus supplement and filed with the
Commission pursuant to Rule 424(b) under the Securities Act. Any reference in
this Agreement to the registration statement, the Registration Statement, any
Prepricing Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Form S-3 under the
Securities Act, as of the date of the registration statement, the Registration
Statement, such Prepricing Prospectus or the Prospectus, as the case may be, and
any reference to any amendment or supplement to the registration statement, the
Registration Statement, any Prepricing Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after such date under the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Exchange Act") which, upon filing,
are incorporated by reference therein, as required by Form S-3. As used herein,
the term "Incorporated Documents" means the documents which at the time are
incorporated by reference in the registration statement, the Registration
Statement, any Prepricing Prospectus, the Prospectus, or any amendment or
supplement thereto.

<PAGE>

2. Agreements to Sell and Purchase. The Trust hereby agrees,
----------------------------------
subject to all the terms and conditions set forth herein, to issue and sell to
each Underwriter and, upon the basis of the representations, warranties and
agreements of the Offerors herein contained and subject to all the terms and
conditions set forth herein each Underwriter agrees, severally and not jointly,
to purchase from the Trust, at a purchase price of $25 per Firm Preferred
Security, plus accrued distributions, if any, from ,
-----------
199 , the number of Firm Preferred Securities set forth opposite the name of
--
such Underwriter in Schedule I hereto (or such number of Firm Preferred
Securities increased as set forth in Section 10 hereof).

The Company agrees that, in view of the fact that the proceeds of the
sale of the Preferred Securities will be invested in the Subordinated
Debentures, it shall pay to the Underwriters as compensation ("Underwriters'
Compensation") for their arranging the investment of the proceeds therein, on
the Closing Date, $ per Firm Preferred Security, provided, however, that
-----
such compensation shall be $ per Preferred Security for each sale
---------------
of 10,000 or more Firm Preferred Securities to a single purchaser. The
Underwriters shall inform the Company in writing on the Closing Date of the
aggregate number of Firm Preferred Securities so sold.

The Trust also agrees, subject to all the terms and conditions set
forth herein, to sell to the Underwriters, and upon the basis of the
representations, warranties and agreements of the Company herein contained and
subject to all the terms and conditions set forth herein, the Underwriters shall
have the right to purchase from the Company pursuant to an option (the "over-
allotment option") which may be exercised at any one time prior to 9:00 P.M.,
New York City time, on the 30th day after the date of the Prospectus (or, if
such 30th day shall be a Saturday or Sunday or a holiday, on the next business
day thereafter when the New York Stock Exchange is open for trading), up to
----
Additional Preferred Securities at the same purchase price as the Firm
- --------
Preferred Securities, plus accrued distributions, if any, from ,
--------------
199 . Upon exercise of the over-allotment option, each Underwriter, severally
--
and not jointly, agrees to purchase that number of Additional Preferred
Securities (subject to such adjustments as you may determine in order to avoid
fractional shares) which bears the same proportion to the aggregate number of
Additional Preferred Securities to be purchased by the Underwriters as the
number of Firm Preferred Securities set forth opposite the name of such
Underwriter bears in Schedule I hereto (or such number of Firm Preferred
Securities increased as set forth in Section 10 hereof) to the aggregate number
of Firm Preferred Securities. The Company agrees that it will pay Underwriters'
Compensation on the Option Closing Date in the amounts per Preferred Security
set forth in the immediately preceding paragraph with respect to any Additional
Preferred Securities purchased by the Underwriters.

3. Terms of Public Offering. The Offerors have been advised by you
------------------------
that the Underwriters propose to make a public offering of their respective
portions of the Preferred Securities as soon as the Underwriters deem advisable
after the Registration Statement has become effective, this Agreement has been
executed and delivered, and the Declaration, the Guarantee Agreement and the
Indenture have been qualified under the 1939 Act. The entire proceeds from the
sale of the Preferred Securities will be combined with the entire proceeds from
the sale by the Trust to the Company of its common securities (the "Common
Securities"), and will be used by the Trust to purchase an equivalent amount of
the Subordinated Debentures.

4. Delivery of the Preferred Securities and Payment Therefor.
---------------------------------------------------------------
Delivery to the Underwriters of and payment for the Firm Preferred Securities
shall be made at the office of Smith Barney Inc., 388 Greenwich Street, New
York, New York 10013, at 8:30 A.M., New York City time, on ___________, 199_
(the "Closing Date"). The place of closing for the Preferred Securities and the
Closing Date may be varied by agreement between you and the Company.

Delivery to the Underwriters of and payment for any Additional
Preferred Securities to be purchased by the Underwriters shall be made at the
aforementioned office of Smith Barney Inc. at such time on such date (the
"Option Closing Date"), which may be the same as the Closing Date but shall in
no event be earlier than the Closing Date nor earlier than two nor later than
ten business days after the giving

<PAGE>

of the notice hereinafter referred to, as shall be specified in a written notice
from you to the Offerors of the Underwriters' determination to purchase the
number of Additional Preferred Securities specified in such notice. The place
of closing for any Additional Preferred Securities and the Option Closing Date
for such Additional Preferred Securities may be varied by agreement between you
and the Offerors.

The Firm Preferred Securities and any Additional Preferred Securities
which the Underwriters may elect to purchase shall be delivered to you for the
accounts of the several Underwriters registered in the name of CEDE & CO., as
nominee for the Depository Trust Company, against payment of the purchase price
therefor in immediately available funds. The Preferred Securities to be
delivered to the Underwriters shall be made available to you in New York City
for inspection and packaging not later than 9:30 A.M., New York City time, on
the business day next preceding the Closing Date or the Option Closing Date, as
the case may be.

5. Agreements of the Offerors. The Offerors jointly and severally
--------------------------
agree with the several Underwriters as follows:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for the Registration Statement or a post-effective amendment thereto
(or any Additional Registration Statement) to be declared or to become effective
before the offering of the Securities may commence, the Offerors will endeavor
to cause the Registration Statement or such post-effective amendment to become
effective as soon as possible and will advise you promptly and, if requested by
you, will confirm such advice in writing, when the Registration Statement or
such post-effective amendment (or any Additional Registration Statement) has
become effective.

(b) The Offerors will advise you promptly and, if requested by you,
will confirm such advice in writing: (i) of any request by the Commission for
amendment of or a supplement to the Registration Statement, any Prepricing
Prospectus or the Prospectus or for additional information; (ii) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of the suspension of qualification of the Securities
for offering or sale in any jurisdiction or the initiation of any proceeding for
such purpose; and (iii) within the period of time referred to in paragraph (f)
below, of the happening of any event, which makes any statement of a material
fact made in the Registration Statement or the Prospectus (as then amended or
supplemented) untrue or which requires the making of any additions to or changes
in the Registration Statement or the Prospectus (as then amended or
supplemented) in order to state a material fact required by the Securities Act
or the regulations thereunder to be stated therein or necessary in order to make
the statements therein not misleading, or of the necessity to amend or
supplement the Prospectus (as then amended or supplemented) to comply with the
Securities Act or any other law. If at any time the Commission shall issue any
stop order suspending the effectiveness of the Registration Statement, the
Offerors will make every reasonable effort to obtain the withdrawal of such
order at the earliest possible time.

(c) The Offerors will furnish to you, without charge, (i)
-----------
copies (which may be photocopies) of the registration statement as originally
- -
filed with the Commission via EDGAR and of each amendment thereto so filed,
including financial statements and all exhibits to the registration statement,
and will furnish you with an equal number of copies of executed signature pages
regarding the same, (ii) such number of conformed copies of the registration
statement as originally filed and of each amendment thereto, but without
exhibits, as you may reasonably request and (iii) such number of copies of the
Declaration, the Guarantee and the Indenture and of the Incorporated Documents,
as you may reasonably request.

(d) Prior to the end of the period of time referred to in the first
sentence in subsection (f) below, the Offerors will not file any amendment to
the Registration Statement or any Additional Registration Statement or make any
amendment or supplement to the Prospectus to which you shall reasonably object
or file any Form 8-K which upon filing becomes an Incorporated Document and of
which

<PAGE>

you shall not previously have been advised (other than Form 8-Ks filed in
connection with debt offerings by the Company).

(e) Prior to the execution and delivery of this Agreement, the
Offerors have delivered to you, without charge, in such quantities as you have
reasonably requested, copies of each Prepricing Prospectus. The Offerors
consent to the use, in accordance with the provisions of the Securities Act and
with the securities or Blue Sky laws of the jurisdictions in which the Preferred
Securities are offered by the several Underwriters and by dealers, prior to the
date of the Prospectus, of each Prepricing Prospectus so furnished by the
Offerors.

(f) As soon after the execution and delivery of this Agreement as
possible and thereafter from time to time for such period as in the opinion of
counsel for the Underwriters a Prospectus is required by the Securities Act to
be delivered in connection with sales by any Underwriter or dealer, the Offerors
will expeditiously deliver to each Underwriter and each dealer, without charge,
as many copies of the Prospectus (and of any amendment or supplement thereto) as
you may reasonably request. The Offerors' consent to the use of the Prospectus
(and of any amendment or supplement thereto) in accordance with the provisions
of the Securities Act and with the securities or Blue Sky laws of the
jurisdictions in which the Preferred Securities are offered by the several
Underwriters and by all dealers to whom Preferred Securities may be sold, both
in connection with the offering and sale of the Preferred Securities and for
such period of time thereafter as the Prospectus is required by the Securities
Act to be delivered in connection with sales by any Underwriter or dealer. If
during such period of time any event shall occur that in the judgment of the
Offerors or in the opinion of counsel for the Underwriters is required to be set
forth in the Prospectus (as then amended or supplemented) or should be set forth
therein in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is necessary
to supplement or amend the Prospectus (or to file under the Exchange Act any
document which, upon filing, becomes an Incorporated Document) in order to
comply with the Securities Act or any other law, the Offerors will forthwith
prepare and, subject to the provisions of paragraph (d) above, file with the
Commission an appropriate supplement or amendment thereto (or to such document),
and will expeditiously furnish to the Underwriters and dealers a reasonable
number of copies thereof.

(g) The Offerors will cooperate with you and with counsel for the
Underwriters in connection with the registration or qualification of the
Securities for offering and sale by the several Underwriters and by dealers
under the securities or Blue Sky laws of such jurisdictions as you may designate
and will file such consents to service of process or other documents necessary
or appropriate in order to effect such registration or qualification; provided
that in no event shall the Company or the Trust be obligated to qualify to do
business in any jurisdiction where it is not now so qualified or to take any
action which would subject it to service of process in suits, other than those
arising out of the offering or sale of the Preferred Securities, in any
jurisdiction where it is not now so subject.

(h) The Offerors will make generally available to the Trust's
security holders a consolidated earnings statement, which need not be audited,
covering a twelve-month period commencing after the effective date of the
Registration Statement and ending not later than 15 months thereafter, as soon
as practicable after the end of such period, which consolidated earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act.

(i) During the period of three years hereafter, the Company will
furnish to you, upon your request (i) as soon as available, a copy of each
report of the Company mailed to stockholders and a copy of each Annual Report on
Form 10-K, each quarterly report on Form 10-Q and each current report on Form 8-
K filed by the Company with the Commission under the Exchange Act, and (ii) from
time to time such other information concerning the Company as you may reasonably
request, and the Trust will furnish to you, upon your request, a copy of each
report of the Trust mailed to holders of Preferred Securities or Common
Securities.

<PAGE>

(j) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the
second paragraph of Section 10 hereof or by notice given by you terminating this
Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement
shall be terminated by the Underwriters because of any failure or refusal on the
part of the Offerors to comply with the terms or fulfill any of the conditions
of this Agreement, the Company agrees to reimburse the Representatives for all
reasonable out-of-pocket expenses (including reasonable fees and expenses of
counsel for the Underwriters) incurred by you in connection herewith.

(k) The Trust will apply the net proceeds from the sale of the
Preferred Securities, and the Company will apply the net proceeds from the sale
of the Subordinated Debentures, substantially in accordance with the description
set forth in the Prospectus.

(l) The Offerors will timely file the Prospectus pursuant to Rule
424(b) under the Securities Act.

(m) Each of the Trust and the Company agree, during the period
beginning on the date of this Agreement and continuing to and including the date
that is 60 days after the Closing Date, not to offer, sell, contract to offer,
sell or otherwise dispose of any preferred securities, any preferred stock or
any other securities (including any backup undertakings for such preferred stock
or other securities) of the Company or of the Trust, in each case that are
substantially similar to the Preferred Securities, or any securities convertible
into or exchangeable for the Preferred Securities or such substantially similar
securities of either the Trust or the Company, except Preferred Securities
offered pursuant to the Base Prospectus, without the prior written consent of
Smith Barney Inc.

(n) Except as stated in this Agreement and in the Prepricing
Prospectus and Prospectus, the Company has not taken, nor will it take, directly
or indirectly, any action designed to or that might reasonably be expected to
cause or result in stabilization or manipulation of the price of the Preferred
Securities to facilitate the sale or resale of the Preferred Securities.

6. Representations and Warranties of the Offerors. The Offerors
------------------------------------------------
jointly and severally represent and warrant to, and agree with, each Underwriter
that:

(a) The Prepricing Prospectus dated , 19 complied in
-------------- --
all material respects with the provisions of the Securities Act. The Commission
has not issued any order preventing or suspending the use of any Prepricing
Prospectus.

(b) The registration statement in the form in which it became or
becomes effective and also in such form as it may be when any post-effective
amendment thereto shall become effective, any Additional Registration Statement
when filed with the Commission pursuant to Rule 462(b) under the Securities Act
and the Prospectus and any supplement or amendment thereto when filed with the
Commission under Rule 424(b) under the Securities Act complied or will comply in
all material respects with the provisions of the Securities Act and will not at
any such times contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except that this representation and warranty does not
apply to statements in or omissions from the registration statement or the
Prospectus made in reliance upon and in conformity with (i) information relating
to any Underwriter furnished to the Offerors in writing by or on behalf of any
Underwriter through you expressly for use therein, or (ii) the Statement of
Eligibility and Qualification (Form T-1) under the 1939 Act of each of the
Institutional Trustee, the Guarantee Trustee and the Indenture Trustee.

(c) The Incorporated Documents heretofore filed, when they were filed
(or, if any amendment with respect to any such document was filed, when such
amendment was filed), conformed in all material respects with the requirements
of the Exchange Act and the rules and regulations thereunder,

<PAGE>

any further Incorporated Documents so filed will, when they are filed, conform
in all material respects with the requirements of the Exchange Act and the rules
and regulations thereunder; no such document when it was filed (or, if an
amendment with respect to any such document was filed, when such amendment was
filed), contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading; and no such further document, when it is
filed, will contain an untrue statement of a material fact or will omit to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading.

(d) The execution and delivery of, and the performance by the Company
and the Trust of their respective obligations under this Agreement have been
duly and validly authorized by the Company and the Trust, respectively, and this
Agreement has been duly executed and delivered by the Company and the Trust.

(e) The Preferred Securities have been duly and validly authorized by
the Declaration and, when executed by the Trust and authenticated by the
Institutional Trustee in accordance with the Declaration and delivered to you
against payment therefor in accordance with the terms hereof, will be validly
issued and (subject to the terms of the Declaration) will be fully paid and non-
assessable undivided beneficial interests in the assets of the Trust, will be
entitled to the benefits of the Declaration and will conform to all statements
relating thereto contained in the Registration Statement and the Prospectus, and
any amendment or supplement thereto; the issuance of the Preferred Securities is
not subject to preemptive or other similar rights; holders of Preferred
Securities will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit under the General
Corporation Law of the State of Delaware; and the Preferred Securities have been
registered under the Exchange Act and authorization for listing the Preferred
Securities on the New York Stock Exchange has been given.

(f) The Declaration has been duly and validly authorized by the
Company and, at the Closing Date, will have been duly executed and delivered by
the Company and the Regular Trustees, and assuming due execution and delivery by
the Institutional Trustee and the Delaware Trustee, the Declaration will be a
valid and legally binding obligation of the Company and the Regular Trustees,
enforceable in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other similar laws affecting creditors'
rights generally and general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity); and the
Declaration has been (or will have been) duly qualified under the 1939 Act and
conforms to the description thereof in the Registration Statement and the
Prospectus, and any amendment or supplement thereto.

(g) The Guarantee has been duly and validly authorized by the Company
and, at the Closing Date, will have been duly executed and delivered by the
Company, and assuming due execution and delivery by the Guarantee Trustee, the
Guarantee will be a valid and legally binding obligation of the Company,
enforceable in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency or other similar laws affecting creditors'
rights generally and general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity); and the
Guarantee has been (or will have been) duly qualified under the 1939 Act and
conforms to the description thereof in the Registration Statement and the
Prospectus, and any amendment or supplement thereto.

(h) The Indenture has been duly and validly authorized by the Company
and, at the Closing Date, will have been duly executed and delivered by the
Company, and assuming due execution and delivery by the Indenture Trustee, the
Indenture will be a valid and binding obligation of the Company, enforceable in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other similar laws affecting creditors' rights
generally and general principles of equity (regardless of whether enforceability
is considered in a proceeding at law or in equity); and the Indenture has been
(or will have been) duly qualified under the 1939 Act and conforms to the
description thereof in the Registration Statement and the Prospectus, and any
amendment or supplement thereto.

<PAGE>

(i) The Subordinated Debentures have been duly and validly authorized
by the Company and, when authenticated by the Indenture Trustee in the manner
provided for in the Indenture and issued in accordance with the Indenture and
delivered to the Trust against payment therefor as described in the Registration
Statement and the Prospectus, and any amendment or supplement thereto, will be
valid and legally binding obligations of the Company, enforceable in accordance
with their terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other similar laws affecting creditors' rights generally, and
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), and will be in the form contemplated by,
and entitled to the benefits of, the Indenture and conforms to the description
thereof in the Registration Statement and the Prospectus, and any amendment or
supplement thereto.

(j) The Trust has been duly created and is validly existing and in
good standing as a business trust under the Delaware Act with the power and
authority to own property and to conduct its business as described in the
Registration Statement and Prospectus, and any amendment or supplement thereto,
and to enter into and perform its obligations under this Agreement, the
Preferred Securities and the Declaration and is not required to be authorized to
do business in any other jurisdiction; the Trust is not a party to or otherwise
bound by any agreement other than those described in the Prospectus, and any
amendment or supplement thereto; the Trust will be classified as a grantor trust
and not as an association taxable as a corporation for United States federal
income tax purposes; and the Trust is and will be treated as a consolidated
subsidiary of the Company pursuant to generally accepted accounting principles.

(k) The Regular Trustees of the Trust are officers of the Company and
have been duly authorized by the Company to execute and deliver the Declaration.

(l) The Company is a corporation duly organized and validly existing
in good standing under the laws of the State of Delaware with full corporate
power and authority to enter into and perform its obligations under this
Agreement, the Declaration, the Indenture, the Guarantee and the Subordinated
Debentures, and to purchase, own and hold the Common Securities issued by the
Trust.

(m) The consolidated historical and pro forma financial statements,
together with related schedules and notes, included or incorporated by reference
in the Registration Statement and the Prospectus (and any amendment or
supplement thereto), comply as to form in all material respects with the
requirements of the Securities Act. Such historical financial statements
present fairly the consolidated financial position of the Company and its
subsidiaries at the respective dates indicated and the results of their
operations and their cash flows for the respective periods indicated in
accordance with generally accepted accounting principles consistently applied
throughout such periods. The pro forma financial statements have been prepared
in accordance with the Commission's rules and guidelines with respect to pro
forma financial statements and have been properly compiled on the basis
described therein, and the assumptions used in the preparation thereof are, in
the Company's opinion, reasonable.

(n) The Offerors have not distributed and, prior to the later to
occur of (i) the Closing Date and (ii) completion of the distribution of the
Preferred Securities, will not distribute any offering materials in connection
with the offering and sale of the Preferred Securities other than the
Registration Statement, the Prepricing Prospectus, the Prospectus or other
materials, if any, permitted by the Securities Act.

(o) No holder of any security of the Company or the Trust has any
right to require registration of the Preferred Securities or of any other
security of the Company or the Trust because of the filing of the registration
statement or the consummation of the transactions contemplated by this
Agreement.

(p) Neither the Trust nor the Company is now, nor after giving effect
to the transactions contemplated hereby will be, and neither the Trust nor the
Company is controlled by, or acting

<PAGE>

on behalf of any person which is, an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

7. Indemnification and Contribution. (a) Each of the Trust and the
---------------------------------
Company jointly and severally agrees to indemnify and hold harmless each of you
and each other Underwriter and each person, if any, who controls any Underwriter
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act from and against any and all losses, claims, damages, liabilities
and expenses (including reasonable costs of investigation) arising out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Prepricing Prospectus or in the Registration Statement or the
Prospectus or in any amendment or supplement thereto, or arising out of or based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses arise
out of or are based upon any untrue statement or omission or alleged untrue
statement or omission which has been made therein or omitted therefrom in
reliance upon and in conformity with the information relating to such
Underwriter furnished in writing to the Offerors by or on behalf of any
Underwriter through you expressly for use in connection therewith; provided,
however, that the indemnification contained in this paragraph (a) with respect
to any Prepricing Prospectus shall not inure to the benefit of any Underwriter
(or to the benefit of any person controlling such Underwriter) to the extent
that any such loss, claim, damage, liability or expense arises from the sale of
the Preferred Securities by such Underwriter to any person if it shall be
established that a copy of the Prospectus shall not have been delivered or sent
to such person within the time required by the Securities Act and the
regulations thereunder, and the untrue statement or alleged untrue statement or
omission or alleged omission of a material fact contained in such Prepricing
Prospectus was corrected in the Prospectus and such correction would have cured
the defect giving rise to such loss, claim, damage, liability or expense,
provided that the Offerors have delivered the Prospectus to the several
Underwriters in requisite quantity on a timely basis to permit such delivery or
sending. The foregoing indemnity agreement shall be in addition to any
liability which the Trust or the Company may otherwise have.

(b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Trust or the Company, such Underwriter or
such controlling person shall promptly notify the Trust and the Company, and the
Trust or the Company shall assume the defense thereof, including the employment
of counsel and payment of all fees and expenses. Such Underwriter or any such
controlling person shall have the right to employ separate counsel in any such
action, suit or proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Underwriter or
such controlling person unless (i) the Trust or the Company has agreed in
writing to pay such fees and expenses, (ii) the Trust or the Company has failed
to assume the defense and employ counsel, or (iii) the named parties to any such
action, suit or proceeding (including any impleaded parties) include both such
Underwriter or such controlling person and the Trust or the Company, and such
Underwriter or such controlling person shall have been advised by its counsel
that representation of such indemnified party and the Trust or the Company by
the same counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the same counsel has
been proposed) due to actual or potential differing interests between them (in
which case the Trust or the Company shall not have the right to assume the
defense of such action, suit or proceeding on behalf of such Underwriter or such
controlling person). It is understood, however, that the Trust and the Company
together shall, in connection with any one such action, suit or proceeding or
separate but substantially similar or related actions, suits or proceedings in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of only one
separate firm of attorneys (in addition to any local counsel) at any time for
all such Underwriters and controlling persons not having actual or potential
differing interests with you or among themselves, which firm shall be designated
in writing by Smith Barney Inc., and that all such fees and expenses shall be
reimbursed as they are incurred. The Trust and the Company shall not be liable
for any settlement of any such action, suit or proceeding effected without the
Company's written consent, but if settled with such written consent, or if there
be a final judgment for the plaintiff in any such action, suit

<PAGE>

or proceeding, the Trust and the Company agree to indemnify and hold harmless
any Underwriter, to the extent provided in the preceding paragraph, and any such
controlling person from and against any loss, claim, damage, liability or
expense by reason of such settlement or judgment.

(c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Trust, the Company, the Company's directors, the Company's
officers and the TRV Trustees who sign the Registration Statement, and any
person who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, to the same extent as the
foregoing indemnity from the Trust and the Company to each Underwriter, but only
with respect to information relating to such Underwriter furnished in writing by
or on behalf of such Underwriter through you expressly for use in the
Registration Statement, the Prospectus or any Prepricing Prospectus, or any
amendment or supplement thereto. If any action, suit or proceeding shall be
brought against the Trust, the Company, any of the Company's directors, any such
officer or trustee, or any such controlling person, based on the Registration
Statement, the Prospectus or any Prepricing Prospectus, or any amendment or
supplement thereto, and in respect of which indemnity may be sought against any
Underwriter pursuant to this paragraph (c), such Underwriter shall have the
rights and duties given to the Trust or the Company by paragraph (b) above
(except that if the Trust or the Company shall have assumed the defense thereof,
such Underwriter shall not be required to do so, but may employ separate counsel
therein and participate in the defense thereof, but the fees and expenses of
such counsel shall be at such Underwriter's expense), and the Trust, the
Company, the Company's directors, any such officer or trustee, and any such
controlling person shall have the rights and duties given to the Underwriters by
paragraph (b) above. The foregoing indemnity agreement shall be in addition to
any liability which the Underwriters may otherwise have.

(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Trust and the Company on the one hand and the Underwriters on the other hand
from the offering of the Preferred Securities, or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Trust and the Company
on the one hand and the Underwriters on the other in connection with the
statements or omissions that resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Trust and the Company on the one hand and
the Underwriters on the other shall be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by
the Trust bear to the total Underwriting Compensation received by the
Underwriters, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault of the Trust and the Company on the one hand and
the Underwriters on the other hand shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Offerors on the one hand or by the Underwriters on
the other hand and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

(e) The Trust, the Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this Section 7 were
determined by a pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities and expenses referred to in paragraph (d) above
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action, suit or
proceeding. Notwithstanding the provisions of this Section 7, no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price of

<PAGE>

the Preferred Securities underwritten by it and distributed to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations to contribute pursuant to this
Section 7 are several in proportion to the respective numbers of Preferred
Securities set forth opposite their names in Schedule I hereto (or such numbers
of Preferred Securities increased as set forth in Section 10 hereof) and not
joint.

(f) No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement, compromise or consent relating to
any pending or threatened action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement, compromise
or consent (i) includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such action, suit or
proceeding and (ii) does not include a statement as to or an admission of fault
or culpability by or on behalf of any indemnified party.

(g) Any losses, claims, damages, liabilities or expenses for which an
indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Trust and the Company set forth in this
Agreement shall remain operative and in full force and effect, regardless of (i)
any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter, the Trust, the Company, the Company's directors or
officers, the TRV Trustees, or any person controlling the Company, (ii)
acceptance of any Preferred Securities and payment therefor hereunder, and (iii)
any termination of this Agreement. A successor to any Underwriter or any person
controlling any Underwriter, or to the Trust, the Company, the Company's
directors or officers, the TRV Trustees, or any person controlling the Company,
shall be entitled to the benefits of the indemnity, contribution, and
reimbursement agreements contained in this Section 7.

8. Conditions of Underwriters' Obligations. The obligations of the
----------------------------------------
several Underwriters to purchase and pay for the Securities as provided herein
shall be subject to the accuracy, as of the date of this Agreement and the
Closing Date (as if made at the Closing Date), of the representations and
warranties of the Offerors herein, to the performance by the Offerors of their
obligations hereunder, and to the following additional conditions:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for the registration statement or a post-effective amendment thereto
(or an Additional Registration Statement) to be declared or to become effective
before the offering of the Preferred Securities may commence, the registration
statement or such post-effective amendment or Additional Registration Statement
shall have become effective not later than 5:30 P.M., New York City time, on the
date hereof, or at such later date and time as shall be consented to in writing
by you, and all filings, if any, required by Rules 424 and 430A under the
Securities Act shall have been timely made; and no stop order suspending the
effectiveness of the registration statement shall have been issued and no
proceeding for that purpose shall have been instituted or, to the knowledge of
the Offerors or any Underwriter, threatened by the Commission, and any request
of the Commission for additional information (to be included in the registration
statement or the Prospectus or otherwise) shall have been complied with to your
satisfaction.

(b) Subsequent to the effective date of this Agreement, there shall
not have occurred (i) any change, or any development involving a prospective
change, in or affecting the business or properties of the Company or its
subsidiaries which, in the judgment of a majority in interest of the
Underwriters, including the Representatives, materially impairs the investment
quality of the Preferred Securities, or (ii) any event or development relating
to or involving the Company or any officer or director of the Company

<PAGE>

which makes any statement made in the Prospectus untrue or which, in the opinion
of the Company and its counsel or the Underwriters and their counsel, requires
the making of any addition to or change in the Prospectus in order to state a
material fact required by the Securities Act or any other law to be stated
therein or necessary in order to make the statements therein not misleading, if
amending or supplementing the Prospectus to reflect such event or development
would, in your opinion, as Representatives of the several Underwriters,
materially adversely affect the market for the Preferred Securities.

(c) You shall have received an opinion, dated the Closing Date, of
Skadden, Arps, Slate, Meagher & Flom, special counsel to the Offerors,
substantially in the form attached hereto as Exhibit A.

In rendering their opinion as aforesaid, counsel may rely upon an
opinion or opinions, each dated the Closing Date, of other counsel retained by
them or the Company as to laws of any jurisdiction other than the United States,
the State of New York or the State of Delaware, provided that (i) each such
local counsel is acceptable to the Representatives, (ii) such reliance is
expressly authorized by each opinion so relied upon and a copy of each such
opinion is delivered to the Representatives and is, in form and substance
satisfactory to them and their counsel, and (iii) counsel shall state in their
opinion that they believe that they and the Underwriters are justified in
relying thereon. Insofar as such opinions involve factual matters, such counsel
may rely, to the extent such counsel deems proper, upon certificates of officers
of the Company, its subsidiaries and the Trust and certificates of public
officials.

(d) You shall have received an opinion, dated the Closing Date, of
Charles O. Prince, III, Esq., Executive Vice President and General Counsel of
the Company, substantially in the form attached hereto as Exhibit B.

(e) You shall have received an opinion, dated the Closing Date, of
Skadden, Arps, Slate, Meagher & Flom, special tax counsel to the Company and the
Trust, substantially in the form attached hereto as Exhibit C.

(f) You shall have received an opinion, dated the Closing Date, of
Seward & Kissel, counsel to Chase, substantially in the form attached hereto as
Exhibit D.

(g) You shall have received an opinion, dated the Closing Date, of
Dewey Ballantine, counsel for the Underwriters, substantially in the form
attached hereto as Exhibit E.

(h) The Company and the Trust shall each have furnished to a
certificate, dated the Closing Date, and, in the case of the Company, signed by
the Chairman of the Board, any Vice Chairman, the President, any Executive Vice
President, any Vice President, the Treasurer or Firoz B. Tarapore, a Deputy
Treasurer of the Company, and the principal financial or accounting officer of
the Company and, in the case of the Trust, signed by one of the Regular Trustees
to the effect that the signers of such certificate have carefully examined the
Registration Statement, the Prospectus and this Agreement and that:

(i) the representations and warranties of the Company or the
Trust, as the case may be, in this Agreement are true and correct on and as
of the Closing Date with the same effect as if made on the Closing Date,
and the Company or the Trust, as the case may be, has complied in all
material respects with all the agreements and satisfied all the conditions
on its part to be performed or satisfied by it hereunder at or prior to the
Closing Date;

(ii) no stop order suspending the effectiveness of Registration
Statement has been issued, and no proceedings for that purpose have been
instituted or, to their knowledge, threatened;

<PAGE>

(iii) the Registration Statement, including any supplements or
amendments thereto, does not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading; the Prospectus,
including any supplements or amendments thereto, does not contain any un-
true statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and
since the effective date of the Registration Statement there has not
occurred any event concerning which information is required to be contained
in an amended or supplemented Prospectus concerning which such information
is not contained therein; and

(iv) there have been no material adverse changes in the general
affairs of the Company and its subsidiaries taken as a whole or the Trust,
as the case may be, or in the financial position as shown by information
contained in the Registration Statement and the Prospectus, other than
changes disclosed in or contemplated by the Registration Statement and the
Prospectus.

(i) You shall have received on the Closing Date a letter from KPMG
Peat Marwick LLP, dated the Closing Date, substantially in the form heretofore
approved by you.

(j) On or after the date of this Agreement no downgrading shall have
occurred in the rating accorded the Preferred Securities or the Company's debt
securities by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Securities Act).

(k) The Preferred Securities shall have been registered under the
Exchange Act and shall have been listed or approved for listing on the New York
Stock Exchange.

(l) Prior to the Closing Date, the Company shall have furnished to
you such further information, certificates and documents as you may reasonably
request.

The obligations of the Underwriters to purchase any Additional
Preferred Securities hereunder are subject to the satisfaction on and as of any
Option Closing Date of the conditions set forth in this Section 8, except that,
if any Option Closing Date is other than the Closing Date, the certificates,
opinions and letters referred to in this Section 8 shall be dated the Option
Closing Date and shall be revised to reflect the sale of the Additional
Preferred Securities.

9. Expenses. The Company agrees to pay the following costs and
--------
expenses and all other costs and expenses incident to the performance by it and
by the Trust of its and the Trust's respective and joint obligations hereunder:
(i) the preparation, printing or reproduction, and filing (including filing
fees) with the Commission of the registration statement (including financial
statements and exhibits thereto), each Prepricing Prospectus, the Prospectus,
each amendment or supplement to any of them, this Agreement, the Declaration,
the Guarantee, the Indenture and the Statement of Eligibility and Qualification
of each of the Institutional Trustee, the Guarantee Trustee and the Indenture
Trustee; (ii) the printing (or reproduction) and delivery (including postage,
air freight charges and charges for counting and packaging) of such copies of
the registration statement, each Prepricing Prospectus, the Prospectus, the
documents incorporated by reference in the Registration Statement, and all
amendments or supplements to any of them, as may be reasonably requested for use
in connection with the offering and sale of the Preferred Securities; (iii) the
preparation, printing (or reproduction), execution and delivery of the
Declaration, the Guarantee and the Indenture and the preparation, printing,
authentication, issuance and delivery of the Securities, including any stamp
taxes in connection with the original issuance and sale of the Preferred
Securities; (iv) the printing (or reproduction) and delivery of this Agreement,
the preliminary and supplemental Blue Sky Memoranda and all other agreements or
documents printed (or reproduced) and delivered in connection with the offering
of the Preferred Securities; (v) the registration of the Securities under the
Exchange Act and the listing of the Preferred Securities on the New York Stock
Exchange; (vi) the registration or qualification of the Securities for offer and
sale under the securities or Blue Sky laws of the several states as provided in

<PAGE>

Section 5(g) hereof (including the reasonable fees, expenses and disbursements
of counsel for the Underwriters relating to the preparation, printing (or
reproduction), and delivery of the preliminary and supplemental Blue Sky
Memoranda and such registration and qualification); (vii) the filing fees and
the reasonable fees and expenses of counsel for the Underwriters in connection
with any filings required to be made with the National Association of Securities
Dealers, Inc.; (viii) the fees and expenses of the Institutional Trustee, the
Delaware Trustee, the Guarantee Trustee and the Indenture Trustee; (ix) the fees
and expenses associated with obtaining ratings for the Preferred Securities from
nationally recognized statistical rating organizations; (x) the transportation
and other expenses incurred by or on behalf of representatives of the Offerors
(other than the Underwriters and their representatives) in connection with
presentations to prospective purchasers of the Preferred Securities; and (xi)
the fees and expenses of the Company's accountants and the fees and expenses of
counsel (including local and special counsel) for the Offerors.

10. Effective Date of Agreement. This Agreement shall become
------------------------------
effective: (i) upon the execution and delivery hereof by the parties hereto; or
(ii) if, at the time this Agreement is executed and delivered, it is necessary
for the registration statement or a post-effective amendment thereto or an
Additional Registration Statement to be declared effective before the offering
of the Preferred Securities may commence, when notification of the effectiveness
of the registration statement or such post-effective amendment has been released
by the Commission or, in the case of an Additional Registration Statement, upon
the filing of such Additional Registration Statement. Until such time as this
Agreement shall have become effective, it may be terminated by the Company or
the Trust, by notifying you, or by you, as Representatives of the several
Underwriters, by notifying the Offerors.

If any one or more of the Underwriters shall fail or refuse to
purchase Firm Preferred Securities which it or they are obligated to purchase
hereunder, and the aggregate number of Firm Preferred Securities which such
defaulting Underwriter or Underwriters are obligated but fail or refuse to
purchase is not more than one-tenth of the aggregate number of the Firm
Preferred Securities, each non-defaulting Underwriter shall be obligated,
severally, in the proportion which the number of Firm Preferred Securities set
forth opposite its name in Schedule I hereto bears to the aggregate number of
Firm Preferred Securities set forth opposite the names of all non-defaulting
Underwriters, to purchase the Firm Preferred Securities which such defaulting
Underwriter or Underwriters are obligated, but fail or refuse, to purchase. If
any Underwriter or Underwriters shall fail or refuse to purchase Firm Preferred
Securities and the aggregate number of Firm Preferred Securities with respect to
which such default occurs is more than one-tenth of the aggregate number of the
Firm Preferred Securities and arrangements satisfactory to you and the Offerors
for the purchase of such Firm Preferred Securities by one or more non-defaulting
Underwriters or other party or parties approved by you and the Offerors are not
made within 36 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Underwriter or the Offerors. In any
such case which does not result in termination of this Agreement, either you or
the Offerors shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and the Prospectus or any other documents or arrangements
may be effected. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any such default of any such
Underwriter under this Agreement. The term "Underwriter" as used in this
Agreement includes, for all purposes of this Agreement, any party not listed in
Schedule I hereto who, with your approval and the approval of the Offerors,
purchases Firm Preferred Securities which a defaulting Underwriter is obligated,
but fails or refuses, to purchase.

Any notice under this Section 10 may be given by telegram, telecopy or
telephone but shall be subsequently confirmed by letter.

11. Termination of Agreement. This Agreement shall be subject to
-------------------------
termination in your absolute discretion, without liability on the part of any
Underwriter to the Offerors, by notice to the Offerors, if prior to the Closing
Date or any Option Closing Date (if different from the Closing Date and then
only as to the Additional Preferred Securities) there shall have occurred:
(i) any suspension or

<PAGE>

limitation of trading in securities generally on the New York Stock Exchange, or
any setting of minimum prices for trading on such exchange, or any suspension of
trading of any securities of the Company on any exchange or in the over-the-
counter market; (ii) any banking moratorium declared by Federal or New York
authorities; or (iii) any outbreak or escalation of major hostilities in which
the United States is involved, any declaration of war by Congress or any other
substantial national or international calamity or emergency if, in the judgment
of a majority in interest of the Underwriters, including any Representatives,
the effect of any such outbreak, escalation, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of the sale of
and payment for the Securities. Notice of such termination may be given to the
Company by telegram, telecopy or telephone and shall be subsequently confirmed
by letter.

12. Information Furnished by the Underwriters. The statements set
------------------------------------------
forth in the last paragraph on the cover page, the stabilization legend on the
third page, and the statements in the first paragraph, the seventh paragraph,
the ninth paragraph and the tenth paragraph under the caption "Underwriting" in
the Prospectus Supplement and the stabilization legend on the third page in the
Prospectus, constitute the only information furnished by or on behalf of the
Underwriters through you as such information is referred to in Sections 6(b) and
7 hereof.

13. Miscellaneous. Except as otherwise provided herein, notice given
-------------
pursuant to any provision of this Agreement shall be in writing and shall be
delivered (i) if to the Offerors, to the Company, or to the Trust care of the
Company, at the office of the Company at 388 Greenwich Street, New York, New
York 10013, Attention: Charles O. Prince, III, Esq., Executive Vice President
and General Counsel, with a copy to Skadden, Arps, Slate, Meagher & Flom, 919
Third Avenue, New York, New York 10022, Attention: Kenneth J. Bialkin; or (ii)
if to you, as Representatives of the several Underwriters, care of Smith Barney
Inc., 388 Greenwich Street, New York, New York 10013, Attention: Manager,
Investment Banking Division, with a copy to General Counsel, Investment Banking
Division, and to Dewey Ballantine, 1301 Avenue of the Americas, New York, New
York 10019, Attention: Frederick W. Kanner.

This Agreement has been and is made solely for the benefit of the
several Underwriters, the Trust, the Company, the Company's directors and
officers, the TRV Trustees, and the other controlling persons referred to in
Section 7 hereof and their respective successors and assigns, to the extent
provided herein, and no other person shall acquire or have any right under or by
virtue of this Agreement. Neither the term "successor" nor the term "successors
and assigns" as used in this Agreement shall include a purchaser from any
Underwriter of any of the Preferred Securities in his status as such purchaser.

14. Applicable Law; Counterparts. This Agreement shall be governed
----------------------------
by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed within the State of New York.

This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.

<PAGE>

Please confirm that the foregoing correctly sets forth the agreement
among the Trust, the Company and the several Underwriters.

Very truly yours,

TRAVELERS CAPITAL I

By _____________________
as Regular Trustee

TRAVELERS GROUP INC.

By _____________________
Name:
Title:

Confirmed as of the date first
above mentioned on behalf of
themselves and the other several
Underwriters named in Schedule I
hereto.

SMITH BARNEY INC.
[OTHER CO-MANAGERS]

As Representatives of the Several Underwriters

By SMITH BARNEY INC.

By . . . . . . . . . . . .
Managing Director

<PAGE>

SCHEDULE I

TRAVELERS CAPITAL I
____% Trust Preferred Securities

Number of Firm
Underwriters Preferred Securities
- ------------ --------------------

Smith Barney Inc. . . . . . . . . . . . . . . . . . . . . . .
-----------------

Total . . . . . . . . . . . . . . . . . . . . . . . . .
=================

Exhibit 5.1

September 30, 1996

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

Travelers Capital I
Travelers Capital II
Travelers Capital III
Travelers Capital IV
Travelers Capital V
c/o Travelers Group Inc.
388 Greenwich Street
New York, New York 10013

Re: Travelers Group Inc.
Travelers Capital I
Travelers Capital II
Travelers Capital III
Travelers Capital IV
Travelers Capital V
Registration Statement on Form S-3
Registration No. 333-12439
----------------------------------

Ladies and Gentlemen:

We have acted as special counsel to (1) Travelers Capital I, Travelers
Capital II, Travelers Capital III, Travelers Capital IV and Travelers Capital V
(each, a "Travelers Trust" and, together, the "Travelers Trusts"), each a
statutory business trust formed under the laws of the State of Delaware, and (2)
Travelers

<PAGE>

Travelers Group Inc.
Travelers Capital I
Travelers Capital II
Travelers Capital III
Travelers Capital IV
Travelers Capital V
September 30, 1996
Page 2

Group Inc. (the "Company"), a corporation organized under the laws of the State
of Delaware, in connection with the preparation of a Registration Statement on
Form S-3 (Registration No. 333-12439), filed by the Company and the Travelers
Trusts with the Securities and Exchange Commission (the "Commission") on
September 20, 1996 under the Securities Act of 1933, as amended (the "Act") and
Amendment No. 1 thereto, filed with the Commission on September 30, 1996 (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"), in connection with the public offering of preferred
securities (the "Trust Preferred Securities") of each of the Travelers Trusts,
and certain other securities.

The Trust Preferred Securities of each Travelers Trust are to be
issued pursuant to the Amended and Restated Declaration of Trust of such
Travelers Trust (each, a "Declaration" and, collectively, the "Declarations"),
each such Declaration being among the Company, as sponsor and as the issuer of
certain debentures to be held by the Property Trustee (as defined below) of such
Travelers Trust, Chase Manhattan Bank Delaware, as Delaware trustee (the
"Delaware Trustee"), The Chase Manhattan Bank, as property trustee (the "Proper-
ty Trustee"), and Heidi G. Miller and Irwin R. Ettinger, as regular trustees
(together, the "Regular Trustees").

This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
otherwise

<PAGE>

Travelers Group Inc.
Travelers Capital I
Travelers Capital II
Travelers Capital III
Travelers Capital IV
Travelers Capital V
September 30, 1996
Page 3

defined herein have the meanings ascribed to them in the Registration Statement.

In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the form of
Prospectus Supplement relating to the Trust Preferred Securities included as an
exhibit to the Registration Statement (the "Prospectus Supplement"), (ii) the
certificate of trust of each of the Travelers Trusts (the "Certificates of
Trust") filed with the Secretary of State of the State of Delaware on September
19, 1996; (iii) the form of the Declaration of each of the Travelers Trusts
(including the designations of the terms of the Trust Preferred Securities of
such Travelers Trust annexed thereto); (iv) the form of the Trust Preferred
Securities of each of the Travelers Trusts; (v) the form of the preferred
securities guarantee agreement (the "Preferred Securities Guarantee"), between
the Company and The Chase Manhattan Bank, as guarantee trustee (the "Preferred
Securities Guarantee Trustee"); (vi) the form of the Junior Subordinated Debt
Securities (the "Junior Subordinated Debt Securities") of the Company which are
to be issued pursuant to an indenture (the "Indenture"), between the Company and
The Chase Manhattan Bank, as debt trustee (the "Debt Trustee"); and (vii) the
form of the Indenture. We have also examined originals or copies, certified or
otherwise identified to our

<PAGE>

Travelers Group Inc.
Travelers Capital I
Travelers Capital II
Travelers Capital III
Travelers Capital IV
Travelers Capital V
September 30, 1996
Page 4

satisfaction, of such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the authentici-
ty of the originals of such copies. In making our examination of documents
executed or to be executed by parties other than the Company and the Travelers
Trusts, we have or will have assumed that such parties had the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and that, except as set
forth in paragraphs (2) and (3) below, such documents constitute valid and
binding obligations of such parties. In addition, we have assumed that the
Declaration of each Travelers Trust, the Preferred Securities of each Travelers
Trust, the Preferred Securities Guarantee, the Junior Subordinated Debt Securi-
ties and the Indenture when executed, will be executed in substantially the form
reviewed by us and that the terms of the Junior Subordinated Debt Securities
when established in conformity with the Indenture will not violate any appli-
cable law. As to any facts material to the opinions expressed herein which were
not independently established or verified, we have relied upon oral or written
statements and representations of officers,

<PAGE>

Travelers Group Inc.
Travelers Capital I
Travelers Capital II
Travelers Capital III
Travelers Capital IV
Travelers Capital V
September 30, 1996
Page 5

trustees and other representatives of the Company, the Travelers Trusts and
others.

Members of our firm are admitted to the bar in the States of Delaware
and New York, and we express no opinion as to the laws of any other jurisdiction
other than the laws of the United States of America to the extent specifically
referred to herein.

Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, we are of the opinion that:

1. The Trust Preferred Securities of each Travelers Trust, when the
Declaration of such Travelers Trust is duly executed and delivered by the
parties thereto, will be duly authorized for issuance and, when issued and
executed in accordance with such Declaration and paid for as set forth in the
Prospectus Supplement, will be validly issued, fully paid and nonassessable,
representing undivided beneficial interests in the assets of such Travelers
Trust; and the holders of such Preferred Securities will be entitled to the same
limitation of personal liability extended to stockholders of private corpora-
tions for profit organized under the General Corporation Law of the State of
Delaware. We bring to your attention, however, that the holders of Preferred
Securities of each Travelers Trust may be obligated, pursuant to the Declaration
of such Travelers Trust, to (i) provide indemnity and/or security in connection
with

<PAGE>

Travelers Group Inc.
Travelers Capital I
Travelers Capital II
Travelers Capital III
Travelers Capital IV
Travelers Capital V
September 30, 1996
Page 6

and pay taxes or governmental charges arising from transfers of Preferred
Securities and (ii) provide security and indemnity in connection with the
requests of or directions to the Property Trustee of such Travelers Trust to
exercise its rights and powers under the Declaration of such Travelers Trust.

2. The Preferred Securities Guarantee, when duly executed and
delivered by the parties thereto, will be a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms, except to
the extent that (a) enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, or other similar laws now or hereafter
in effect relating to creditors' rights generally and (ii) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).

3. When (i) the Indenture has been duly authorized, executed and
delivered, (ii) the terms of the Junior Subordinated Debt Securities have been
established in conformity with the Indenture, and (iii) the Junior Subordinated
Debt Securities are duly executed, delivered, authenticated and issued in accor-
dance with the Indenture and delivered and paid for as set forth in the Pro-
spectus Supplement, the Junior Subordinated Debt Securities will be valid and
binding obligations of the Company, entitled to the benefits of the Indenture
and enforceable against the Company in accordance with their terms, except to
the extent that enforcement thereof may

<PAGE>

Travelers Group Inc.
Travelers Capital I
Travelers Capital II
Travelers Capital III
Travelers Capital IV
Travelers Capital V
September 30, 1996
Page 7

be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally
and (ii) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).

This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth below, is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent. We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also hereby consent
to the use of our name under the heading "Legal Matters" in the base prospectus
which forms a part of the Registration Statement and under the heading "Legal
Matters" in the Prospectus Supplement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Commis-
sion promulgated thereunder. This opinion is expressed as of the date hereof
unless otherwise expressly stated and we disclaim any undertaking to advise you
of the facts stated or assumed herein or any subsequent changes in applicable
law.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom
----------------------------------------

Exhibit 8.1

September 30, 1996

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

Travelers Capital I
388 Greenwich Street
New York, New York 10013

Re: Registration Statement on Form S-3
Registration No. 333-12439
----------------------------------

Ladies and gentlemen:

We have acted as counsel for Travelers Group Inc., a Delaware corpora-
tion (the "Company"), and Travelers Capital I, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), in connection with the
above-captioned registration statement on Form S-3 (the "Registration State-
ment") filed with the Securities and Exchange Commission (the "Commission") for
the purpose of registering (i) Trust Preferred Securities representing undivided
beneficial interests in the assets of the Trust and (ii) Junior Subordinated
Deferrable Interest Debentures issued by the Company to the Trust, in connection
with the sale of the Trust Preferred Securities.

We hereby confirm that, although the discussion set forth under the
heading "UNITED STATES FEDERAL INCOME TAXATION" in the form of Prospectus
Supplement for an

<PAGE>

Travelers Group, Inc.
Travelers Capital I
September 30, 1996
Page 2

offering of Trust Preferred Securities filed as an exhibit to the Registration
Statement (the "Form of Prospectus Supplement") does not purport to discuss all
possible United States federal income tax consequences of the purchase, owner-
ship and disposition of Trust Preferred Securities, in our opinion, such
discussion constitutes, in all material respects, a fair and accurate summary of
the United States federal income tax consequences of the purchase, ownership and
disposition of Trust Preferred Securities, based upon current law. It is
possible that contrary positions may be taken by the Internal Revenue Service
and that a court may agree with such contrary positions.

This opinion is furnished to you solely for your benefit in connection
with the filing of the Registration Statement and, except as set forth below, is
not to be used, circulated, quoted or otherwise referred to for any other
purpose or relied upon by any other person for any purpose without our prior
written consent. We hereby consent to the use of our name under the heading
"Legal Matters" in the Form of Prospectus Supplement and the filing of this
opinion with the Commission as Exhibit 8.1 to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Commission promulgated thereun-
der. This opinion is expressed as of the date hereof unless otherwise expressly
stated and applies only to the disclosure under the heading "UNITED STATES
FEDERAL INCOME TAXATION" set forth in the Form of Prospectus Supplement filed as
of the date hereof. We disclaim any undertaking to advise you of any subsequent
changes of

<PAGE>

Travelers Group, Inc.
Travelers Capital I
September 30, 1996
Page 3

the facts stated or assumed herein or any subsequent changes in applicable law.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom
----------------------------------------

Exhibit 23.01

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Travelers Group Inc.:

We consent to the incorporation by reference in Amendment No. 1 to the
registration statement on Form S-3 of our reports dated January 16, 1996 which
are incorporated by reference or included in the 1995 Annual Report on Form 10-
K, as amended, of Travelers Group Inc. incorporated herein by reference, and to
the reference to our firm under the heading "Experts" in the registration
statement. Our reports refer to changes in the Company's method of accounting
for certain investments in debt and equity securities in 1994, and methods of
accounting for postretirement benefits other than pensions and accounting for
postemployment benefits in 1995.

/s/ KPMG Peat Marwick LLP

New York, New York
September 30, 1996

EXHIBIT 23.02

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

The Board of Directors
Travelers Group Inc.

We consent to the incorporation by reference in Amendment No. 1 to the
Registration Statement of Travelers Group Inc. (the "Company") on Form S-3, of
our report dated January 24, 1994, relating to our audit of the preacquisition
consolidated statements of operations and retained earnings and cash flows for
the year ended December 31, 1993 of The Travelers Corporation and Subsidiaries,
(the preacquisition consolidated financial statements), which report is included
in the Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 1995, and includes an explanatory paragraph referring to changes in
the method of accounting for reinsurance in 1993. We also consent to the
reference to our Firm under the caption "Experts".

COOPERS & LYBRAND L.L.P.

Hartford, Connecticut
September 30, 1996

Exhibit 23.03

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Aetna Services, Inc. (formerly "Aetna Life and Casualty Company"):

We consent to the incorporation by reference in Amendment No. 1 to the
registration statement on Form S-3 filed by Travelers Group Inc. of our report
dated February 28, 1996 on the combined financial statements of The Aetna
Casualty and Surety Company and The Standard Fire Insurance Company and their
subsidiaries which is included in the Current Report on Form 8-K/A-1 of
Travelers Group Inc. dated April 2, 1996 incorporated herein by reference, and
to the reference to our firm under the heading "Experts" in the registration
statement.

/s/ KPMG Peat Marwick LLP

Hartford, Connecticut
September 30, 1996

Exhibit 25.1

Securities Act of 1933 File No:____________
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))
_______________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)

270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

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

Delaware 52-1568099
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

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

Junior Subordinated Debt Securities
(Title of the securities)
________________________________________________________________________

<PAGE>

GENERAL

Item 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.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September
9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which
is incorporated by reference).

2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)

7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank.)

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, 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 September, 1996.

THE CHASE MANHATTAN BANK

By /s/ Sheik Wiltshire
--------------------------------
Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

DOLLAR AMOUNTS
ASSETS IN MILLIONS

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . . $ 4,167
Interest-bearing balances . . . . . . . . . . . . . 5,094
Securities:
Held to maturity securities . . . . . . . . . . . . . . 3,367
Available for sale securities . . . . . . . . . . . . . 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . 7,204
Securities purchased under agreements to resell . . 136
Loans and lease financing receivables:
Loans and leases, net of unearned income . $67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve . . 75
------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . . 6,993
--------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $151,453
=========

<PAGE>

LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . $ 16,711
Interest-bearing . . . . . . . . . . . 30,206
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . $ 2,197
Interest-bearing . . . . . . . . . . . . 29,380
------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase . . 8,536
Demand notes issued to the U.S. Treasury . . . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less . . . 10,018
With a remaining maturity of more than one year . . 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and outstanding 1,001
Subordinated notes and debentures . . . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . . . 8,091

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . 143,824
---------

EQUITY CAPITAL

Common stock . . . . . . . . . . . . . . . . . . . . . 620
Surplus . . . . . . . . . . . . . . . . . . . . . . . 4,664
Undivided profits and capital reserves . . . . . . . . 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities . . . . . . . . . . . (633)
Cumulative foreign currency translation adjustments . . 8

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . 7,629
__________
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . $151,453
==========

I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness 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 conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

EXHIBIT 25.2

Securities Act of 1933 File No:____________
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))

_______________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)

270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

TRAVELERS CAPITAL 1
(Exact name of registrant as specified in its charter)

Delaware 06-6432178
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

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

Trust Preferred Securities
(Title of the securities)
________________________________________________________________________

<PAGE>
GENERAL

Item 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.

New York State Banking Department, State House, Albany, New York 12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank.)

8. Not applicable.

9. Not applicable.

SIGNATURE

THE CHASE MANHATTAN BANK

By Sheik Wiltshire
------------------------
-

Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Millions

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . $4,167
Interest-bearing balances . . . . . . . . . . . . 5,094
Securities:
Held to maturity securities . . . . . . . . . . . . . . 3,367
Available for sale securities . . . . . . . . . . . . . 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . 7,204
Securities purchased under agreements to resell . 136
Loans and lease financing receivables:
Loans and leases, net of unearned income . $67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve . . 75
-------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . 6,993
--------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . $151,453
. . . . . . . . . . . . . . . . . . . . =========

<PAGE>

LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . $16,711
Interest-bearing . . . . . . . . . . . 30,206
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . . $ 2,197
Interest-bearing . . . . . . . . . . . . 29,380
------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase . 8,536
Demand notes issued to the U.S. Treasury . . . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less . . 10,018
With a remaining maturity of more than one year . 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and outstanding 1,001
Subordinated notes and debentures . . . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . . . 8,091

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . 143,824
-------

EQUITY CAPITAL

Common stock . . . . . . . . . . . . . . . . . . . . . . . 620
Surplus . . . . . . . . . . . . . . . . . . . . . . . 4,664
Undivided profits and capital reserves . . . . . . . . . . . 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities . . . . . . . . . . . . . . (633)
Cumulative foreign currency translation adjustments . . . . 8

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . 7,629

TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . . $151,453
. . . . . . . . . . . . . . . . . . . . . . ==========

I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness 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 conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

Exhibit 25.3

Securities Act of 1933 File No:____________
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))

_____________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)

270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

TRAVELERS CAPITAL II
(Exact name of registrant as specified in its charter)

Delaware 06-6432179
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Trust Preferred Securities
(Title of the securities)
________________________________________________________________________

<PAGE>

GENERAL

Item 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.

New York State Banking Department, State House, Albany, New York 12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each
such affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

1. A copy of the Articles of Association of the Trustee as
now in effect, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31, 1977, December
31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and
July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with
Registration Statement No. 333-06249, which is incorporated by reference).

2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference.
On July 14, 1996, in connection with the merger of Chemical Bank and
The Chase Manhattan Bank (National Association), Chemical Bank, the
surviving corporation, was renamed The Chase Manhattan Bank.)

3. None, authorization to exercise corporate trust powers
being contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration Statement
No. 333-06249, which is incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On
July 14, 1996, in connection with the merger of Chemical Bank and The
Chase Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank.)

7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The
Chase Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank.)

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, 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 September, 1996.

THE CHASE MANHATTAN BANK

By Sheik Wiltshire
------------------------
Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve
Bank of this
District pursuant to the provisions of the Federal
Reserve Act.

Dollar Amounts
ASSETS in Millions

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . . $ 4,167
Interest-bearing balances . . . . . . . . . . . . . 5,094
Securities: . . . . . . . . . . . . . . . . . . . . .
Held to maturity securities . . . . . . . . . . . . . . 3,367
Available for sale securities . . . . . . . . . . . . . 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . 7,204
Securities purchased under agreements to resell. . . 136
Loans and lease financing receivables:
Loans and leases, net of unearned income . . $67,215
Less: Allowance for loan and lease losses1,. 768
Less: Allocated transfer risk reserve . . . 75
-------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . . 6,993
--------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $151,453
========

1
<PAGE>

LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . . . $16,711
Interest-bearing . . . . . . . . . . . . . 30,206
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . . . $ 2,197
Interest-bearing . . . . . . . . . . . . . 29,380
-------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase . . . 8,536
Demand notes issued to the U.S. Treasury . . . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less. . . . 10,018
With a remaining maturity of more than one year. . . 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and
outstanding . . . . . . . . . . . . . . . . . . . . . . 1,001
Subordinated notes and debentures . . . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . . . 8,091

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . 143,824
-------

EQUITY CAPITAL

Common stock . . . . . . . . . . . . . . . . . . . . 620
Surplus . . . . . . . . . . . . . . . . . . . . . . 4,664
Undivided profits and capital reserves. . . . . . . . 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities . . . . . . . . . . (633)
Cumulative foreign currency translation adjustments . 8

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . 7,629
-------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . . $151,453
========

I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the appropriate Federal regulatory authority and is
true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

EXHIBIT 25.4

Securities Act of 1933 File No:____________
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))

_______________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)
270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

TRAVELERS CAPITAL III
(Exact name of registrant as specified in its charter)

Delaware 06-6432181
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Trust Preferred Securities
(Title of the securities)
________________________________________________________________________

<PAGE>

GENERAL

Item 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.

New York State Banking Department, State House, Albany,
New York 12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.

Federal Deposit Insurance Corporation,
Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank.)

8. Not applicable.

9. Not applicable.

SIGNATURE

THE CHASE MANHATTAN BANK

By /s/ Sheik Wiltshire
-----------------------------
Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Millions

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . $ 4,167
Interest-bearing balances . . . . . . . . . . . . 5,094
Securities:
Held to maturity securities . . . . . . . . . . . . . . 3,367
Available for sale securities . . . . . . . . . . . . . 27,786
Federal Funds sold and securities purchased
under agreements to resell in domestic
offices of the bank and of its Edge and
Agreement subsidiaries, and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . 7,204
Securities purchased under
agreements to resell . . . . . . . . . . . . . . . . 136
Loans and lease financing receivables:
Loans and leases, net of unearned
income . . . . . . . . . . . . . . . . . . .$67,215
Less: Allowance for loan and
lease losses . . . . . . . . . . . . . . . . 1,768
Less: Allocated transfer risk
reserve . . . . . . . . . . . . . . . . . . 75
-------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including
capitalized leases) . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . . 6,993
-----
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $151,453
=========

<PAGE>

LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . . . . .$16,711
Interest-bearing . . . . . . . . . . . . . . . . 30,206
------
In foreign offices, Edge and
Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . . . . . $ 2,197
Interest-bearing . . . . . . . . . . . . . . . 29,380
------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase 8,536
Demand notes issued to the U.S. Treasury . . . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less . . 10,018
With a remaining maturity of more than one year . 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and outstanding 1,001
Subordinated notes and debentures . . . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . . . 8,091

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . 143,824
-------

EQUITY CAPITAL

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . 7,629
-----

TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . $151,453
=========

JOSEPH L. SCLAFANI

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

Exhibit 25.5

Securities Act of 1933 File No:____________
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))

_______________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)

270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

TRAVELERS CAPITAL IV
(Exact name of registrant as specified in its charter)

Delaware 06-6432183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Trust Preferred Securities
(Title of the securities)
________________________________________________________________________

<PAGE>

GENERAL

Item 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.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington,
D.C., 20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

5. Not applicable.

8. Not applicable.

9. Not applicable.

SIGNATURE

THE CHASE MANHATTAN BANK

By /s/ Sheik Wiltshire
---------------------------------
Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

DOLLAR AMOUNTS
ASSETS IN MILLIONS

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . . $ 4,167
Interest-bearing balances . . . . . . . . . . . . . 5,094
Securities: . . . . . . . . . . . . . . . . . . . . .
Held to maturity securities . . . . . . . . . . . . . . 3,367
Available for sale securities . . . . . . . . . . . . . 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . 7,204
Securities purchased under agreements to resell . . 136
Loans and lease financing receivables:
Loans and leases, net of unearned income $67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve 75
-------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . . 6,993
---------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $151,453
=========

1
<PAGE>

LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . $16,711
Interest-bearing . . . . . . . . . . . 30,206
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . $ 2,197
Interest-bearing . . . . . . . . . . . 29,380
------

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . 143,824
---------

EQUITY CAPITAL

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . 7,629
__________
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . $151,453
==========

JOSEPH L. SCLAFANI

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

EXHIBIT 25.6

Securities Act of 1933 File No:____________
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))

_______________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)

270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

TRAVELERS CAPITAL V
(Exact name of registrant as specified in its charter)

Delaware 06-6432184
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Trust Preferred Securities
(Title of the securities)
________________________________________________________________________

<PAGE>
GENERAL

Item 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.

New York State Banking Department, State House, Albany, New York 12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank.)

8. Not applicable.

9. Not applicable.

SIGNATURE

THE CHASE MANHATTAN BANK

By Sheik Wiltshire
------------------------
Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve
Bank of this
District pursuant to the provisions of the Federal
Reserve Act.

Dollar Amounts
ASSETS in Millions

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . . . $ 4,167
Interest-bearing balances . . . . . . . . . . . . . . 5,094
Securities: . . . . . . . . . . . . . . . . . . . . . . .
Held to maturity securities . . . . . . . . . . . . . . . . 3,367
Available for sale securities . . . . . . . . . . . . . . . 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . . 7,204
Securities purchased under agreements to resell . . . 136
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . $67,215
Less: Allowance for loan and lease losses . . 1,768
Less: Allocated transfer risk reserve . . . . 75
-----
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . . . . 6,993
-----
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . $151,453
. . . . . . . . . . . . . . . . . . . . . . . . . . . =========

<PAGE>
LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . . . . $16,711
Interest-bearing . . . . . . . . . . . . . . 30,206
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . . . $ 2,197
Interest-bearing . . . . . . . . . . . . . 29,380
------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase . . . 8,536
Demand notes issued to the U.S. Treasury . . . . . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less . . . . 10,018
With a remaining maturity of more than one year . . . 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and outstanding. . 1,001
Subordinated notes and debentures . . . . . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . . . . . 8,091

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . 143,824
-------

EQUITY CAPITAL

Common stock . . . . . . . . . . . . . . . . . . . . . . . 620
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . 4,664
Undivided profits and capital reserves . . . . . . . . . . 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities . . . . . . . . . . . . . (633)
Cumulative foreign currency translation adjustments . . . 8

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . 7,629
__________
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . . $151,453
==========

JOSEPH L. SCLAFANI

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

EXHIBIT 25.7

Securities Act of 1933 File No:____________
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))

___________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)

270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

TRAVELERS CAPITAL I
(Exact name of registrant as specified in its charter)

Delaware 06-6432178
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Guarantee of Trust Preferred Securities
(Title of the securities)
________________________________________________________________________

<PAGE>

GENERAL

Item 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.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement
No. 333-06249, which is incorporated by reference).

2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference.
On July 14, 1996, in connection with the merger of Chemical Bank and The
Chase Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank.)

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249,
which is incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement
No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was
renamed The Chase Manhattan Bank.)

7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or
examining authority. (On July 14, 1996, in connection with the merger of
Chemical Bank and The Chase Manhattan Bank (National Association), Chemical
Bank, the surviving corporation, was renamed The Chase Manhattan Bank.)

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, 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 September, 1996.

THE CHASE MANHATTAN BANK

By Sheik Wiltshire
------------------------
Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Millions

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . $ 4,167
Interest-bearing balances . . . . . . . . . . . . 5,094
Securities: . . . . . . . . . . . . .
Held to maturity securities . . . . . . . . . . . . . 3,367
Available for sale securities . . . . . . . . . . . . 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . 7,204
Securities purchased under agreements to resell 136
Loans and lease financing receivables:
Loans and leases, net of unearned income $67,215
Less: Allowance for loan and lease losses 1,768
Less: Allocated transfer risk reserve 75
-------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . 6,993
-----
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . $151,453
=========

<PAGE>

LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . $16,711
Interest-bearing . . . . . . . . . . . 30,206
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . $ 2,197
Interest-bearing . . . . . . . . . . . 29,380
------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase 8,536
Demand notes issued to the U.S. Treasury . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less. . 10,018
With a remaining maturity of more than one year. 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and outstanding 1,001
Subordinated notes and debentures . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . 8,091

TOTAL LIABILITIES . . . . . . . . . . . . . . . . 143,824
-------

EQUITY CAPITAL

Common stock . . . . . . . . . . . . . . . . . . 620
Surplus . . . . . . . . . . . . . . . . . . . . 4,664
Undivided profits and capital reserves 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities . . . . . . . . (633)
Cumulative foreign currency translation
adjustments . . . . . . . . . . . . . . . . . . 8

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . 7,629
__________
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . $151,453
==========

I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness 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 conformance with the
instructions issued by the appropriate Federal regulatory authority and is
true and correct.

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

EXHIBIT 25.8

Securities Act of 1933 File No:____________
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))

_______________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)

270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

TRAVELERS CAPITAL II
(Exact name of registrant as specified in its charter)

Delaware 06-6432179
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Guarantee Of Trust Preferred Securities
(Title of the securities)
________________________________________________________________________

<PAGE>
GENERAL

Item 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.

New York State Banking Department, State House, Albany, New York 12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank.)

8. Not applicable.

9. Not applicable.

SIGNATURE

THE CHASE MANHATTAN BANK

By Sheik Wiltshire
------------------------
Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Millions

<PAGE>

LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . . $16,711
Interest-bearing . . . . . . . . . . . . 30,206
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . $ 2,197
Interest-bearing . . . . . . . . . . . 29,380
------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase . 8,536
Demand notes issued to the U.S. Treasury . . . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less . . 10,018
With a remaining maturity of more than one year . 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and outstanding 1,001
Subordinated notes and debentures . . . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . . . 8,091

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . 143,824
-------

EQUITY CAPITAL

Common stock . . . . . . . . . . . . . . . . . . . . 620
Surplus . . . . . . . . . . . . . . . . . . . . 4,664
Undivided profits and capital reserves . . . . . . . . 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities . . . . . . . . . . . (633)
Cumulative foreign currency translation adjustments . 8

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . 7,629

TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . $151,453
. . . . . . . . . . . . . . . . . . . . ==========

I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

Exhibit 25.9

Securities Act of 1933 File No:____________
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))

_______________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)

270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

TRAVELERS CAPITAL III
(Exact name of registrant as specified in its charter)

Delaware 06-6432181
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Guarantee Of Trust Preferred Securities
(Title of the securities)
________________________________________________________________________

<PAGE>

GENERAL

Item 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.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank.)

8. Not applicable.

9. Not applicable.

SIGNATURE

THE CHASE MANHATTAN BANK

By /s/ Sheik Wiltshire
------------------------
Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Millions

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . . $ 4,167
Interest-bearing balances . . . . . . . . . . . . . 5,094
Securities: . . . . . . . . . . . . . . . . . . . . .
Held to maturity securities . . . . . . . . . . . . . . 3,367
Available for sale securities . . . . . . . . . . . . . 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . . . 7,204
Securities purchased under agreements to resell . . . . 136
Loans and lease financing receivables:
Loans and leases, net of unearned income. . . $67,215
Less: Allowance for loan and lease losses . . 1,768
Less: Allocated transfer risk reserve . . . . 75
-------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . . . 6,993
--------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . $151,453
=========

1
<PAGE>

LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . . $16,711
Interest-bearing . . . . . . . . . . . . 30,206
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . . $ 2,197
Interest-bearing . . . . . . . . . . . . 29,380
------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase. . . . 8,536
Demand notes issued to the U.S. Treasury. . . . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less . . . . 10,018
With a remaining maturity of more than one year . . . 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and outstanding 1,001
Subordinated notes and debentures . . . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . . . 8,091

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . 143,824
-------

EQUITY CAPITAL

Common stock . . . . . . . . . . . . . . . . . . . . . 620
Surplus . . . . . . . . . . . . . . . . . . . . . . . 4,664
Undivided profits and capital reserves. . . . . . . . . 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities . . . . . . . . . . . (633)
Cumulative foreign currency translation adjustments . . 8

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . 7,629
_______
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . $151,453
==========

JOSEPH L. SCLAFANI

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

EXHIBIT 25.10

Securities Act of 1933 File No:_____
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))

_______________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)

270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

TRAVELERS CAPITAL IV
(Exact name of registrant as specified in its charter)

Delaware 06-6432183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Guarantee Of Trust Preferred Securities
(Title of the securities)
________________________________________________________________________

<PAGE>

GENERAL

Item 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.

New York State Banking Department, State House, Albany, New York 12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank.)

8. Not applicable.

9. Not applicable.

SIGNATURE

THE CHASE MANHATTAN BANK

By Sheik Wiltshire
------------------------
Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of
this
District pursuant to the provisions of the Federal Reserve
Act.

Dollar Amounts
ASSETS in Millions

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . . $ 4,167
Interest-bearing balances . . . . . . . . . . . . . 5,094
Securities:
Held to maturity securities . . . . . . . . . . . . . . 3,367
Available for sale securities . . . . . . . . . . . . . 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . 7,204
Securities purchased under agreements to resell 136
Loans and lease financing receivables:
Loans and leases, net of unearned income . . $67,215
Less: Allowance for loan and lease losses . . 1,768
Less: Allocated transfer risk reserve . . . . 75
------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . . 6,993
-----
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $151,453
=========

<PAGE>

LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . . . $16,711
Interest-bearing . . . . . . . . . . . . . 30,206
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . . $ 2,197
Interest-bearing . . . . . . . . . . . . 29,380
------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase 8,536
Demand notes issued to the U.S. Treasury . . . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less . . . . 10,018
With a remaining maturity of more than one year . . . 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and
outstanding . . . . . . . . . . . . . . . . . . . . 1,001
Subordinated notes and debentures . . . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . . . 8,091

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . 143,824
-------

EQUITY CAPITAL

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . 7,629
__________
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . $151,453
==========

JOSEPH L. SCLAFANI

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )

EXHIBIT 25.11

Securities Act of 1933 File No:____________
(If application to determine eligibility of trustee
or delayed offering pursuant to Section 305(b)(2))

_______________________________________________________________________________

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

FORM T-1
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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

13-4994650
(I.R.S. Employer Identification Number)

270 Park Avenue, New York, New York
(Address of principal executive offices)

10017
(Zip Code)
_______________

TRAVELERS CAPITAL V
(Exact name of registrant as specified in its charter)

Delaware 06-6432184
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Guarantee Of Trust Preferred Securities
(Title of the securities)
________________________________________________________________________

<PAGE>
GENERAL

Item 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.

New York State Banking Department, State House, Albany, New York 12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

- 2 -

<PAGE>

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of Eligibility.

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank.)

8. Not applicable.

9. Not applicable.

SIGNATURE

THE CHASE MANHATTAN BANK

By Sheik Wiltshire
------------------------
Second Vice President

- 3 -

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of
this
District pursuant to the provisions of the Federal Reserve
Act.

Dollar Amounts
ASSETS in Millions

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin . . . . . . . . . . . . . . . . . $ 4,167
Interest-bearing balances . . . . . . . . . . . . . 5,094
Securities: . . . . . . . . . . . . .
Held to maturity securities . . . . . . . . . . . . . . 3,367
Available for sale securities . . . . . . . . . . . . . 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . . . . 7,204
Securities purchased under agreements to resell . . . 136
Loans and lease financing receivables:
Loans and leases, net of unearned income . . $67,215
Less: Allowance for loan and lease losses . . 1,768
Less: Allocated transfer risk reserve . . . 75
------
Loans and leases, net of unearned income,
allowance, and reserve . . . . . . . . . . . . . . 65,372
Trading Assets . . . . . . . . . . . . . . . . . . . . 28,610
Premises and fixed assets (including capitalized
leases) . . . . . . . . . . . . . . . . . . . . . . 1,326
Other real estate owned . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and
associated companies . . . . . . . . . . . . . . . . 68
Customer's liability to this bank on acceptances
outstanding . . . . . . . . . . . . . . . . . . . . 995
Intangible assets . . . . . . . . . . . . . . . . . . 309
Other assets . . . . . . . . . . . . . . . . . . . . . 6,993
-----
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $151,453
=========

<PAGE>

LIABILITIES

Deposits
In domestic offices . . . . . . . . . . . . . . . . $46,917
Noninterest-bearing . . . . . . . . . . . . $16,711
Interest-bearing . . . . . . . . . . . . . 30,206
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . . . . 31,577
Noninterest-bearing . . . . . . . . . . . .$ 2,197
Interest-bearing . . . . . . . . . . . . . 29,380
------

Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased . . . . . . . . . . . . . . . 12,155
Securities sold under agreements to repurchase . . . . 8,536
Demand notes issued to the U.S. Treasury . . . . . . . . 1,000
Trading liabilities . . . . . . . . . . . . . . . . . . 20,914
Other Borrowed money:
With a remaining maturity of one year or less . . . . 10,018
With a remaining maturity of more than one year . . . 192
Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . 12
Bank's liability on acceptances executed and outstanding 1,001
Subordinated notes and debentures . . . . . . . . . . . 3,411
Other liabilities . . . . . . . . . . . . . . . . . . . 8,091

TOTAL LIABILITIES .. . . . . . . . . . . . . . . . . . 143,824
-------

EQUITY CAPITAL

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . 7,629
__________
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . . . . . $151,453
==========

JOSEPH L. SCLAFANI

WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )