TRAVELERS GROUP INC
8-A12B, 1997-09-09
FIRE, MARINE & CASUALTY INSURANCE
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                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                           
                                       FORM 8-A
                                           
                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                      PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                                           
                                 TRAVELERS GROUP INC.
                (Exact name of registrant as specified in its Charter)

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


388 Greenwich Street
New York, New York                                    10013
(Address of principal executive offices)            (zip code)

<TABLE>
<S>                                        <C>
If this Form relates to the registration    If this Form relates to the registration
of a class of debt securities and is        of a class of debt securities and is to 
effective upon filing pursuant to           become effective simultaneously with the
General Instruction A(c)(1) please          effectiveness of a concurrent           
check the following box / /                 registration statement under the        
                                            Securities Act of 1933 pursuant to      
                                            General Instruction A(c)(2) please check
                                            the following box / /                   

</TABLE>

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

    Title of each class                     Name of Each Exchange on Which
    to be so Registered                     Each Class is to be Registered

Depositary Shares, each representing        New York Stock Exchange
1/5th of a share of 6.231% Cumulative
Preferred Stock, Series H


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

                                                  (None)


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                    INFORMATION REQUIRED IN REGISTRATION STATEMENT
                                           
Item 1.  Description of Registrant's Securities to be Registered.

    See the information set forth under the headings "Description of Preferred
Stock Offered Hereby" and "Description of Depositary Shares" in the Registration
Statement on Form S-3 (No. 333-27155) and "Description of Series H Preferred
Stock" and "Description of Depositary Shares" in the Prospectus Supplement dated
September 3, 1997 filed pursuant to Rule 424(b)(5) of the Securities Act of
1933, as amended (the "Act").

Item 2.  Exhibits.

       2.1    Registration Statement on Form S-3 (No. 333-27155) of the
              Registrant (the "Registration Statement").

       2.2    Certificate of Designation of 6.231% Cumulative Preferred Stock,
              Series H, of the Registrant, incorporated by reference to Exhibit
              4.01 to the Registrant's Current Report on Form 8-K dated
              September 3, 1997.

       2.3    Form of Deposit Agreement, incorporated by reference to Exhibit
              4.18 to the Registration Statement.

       2.4    Form of Depositary Receipt, incorporated by reference to Exhibit
              4.19 to the Registration Statement.

       2.5    Prospectus Supplement dated September 3, 1997 filed pursuant to
              Rule 424(b)(5) of the Act.


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                                      SIGNATURES

    Pursuant to the requirements of Section 12 of the Securities Act of 1934,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       TRAVELERS GROUP INC.


                                       By  /s/ Robert Matza
                                         -------------------------------
                                            Robert Matza
                                            Vice President and
                                            Treasurer


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