TRAVELERS FUND BD FOR VARIABLE ANNUITIES, 497, 1998-05-04

TRAVELERS FUND BD FOR VARIABLE ANNUITIES
497, 1998-05-04

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<PAGE> 1

TRAVELERS VINTAGE VARIABLE ANNUITY

CONTRACT PROFILE
MAY 1, 1998

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD
KNOW AND CONSIDER BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE FULLY
DESCRIBED IN THE FULL PROSPECTUS WHICH IS ATTACHED TO THIS PROFILE. PLEASE READ
THE PROSPECTUS CAREFULLY. THE TERMS "WE," "US", "OUR" AND THE "COMPANY" REFER TO
TRAVELERS INSURANCE COMPANY. "YOU" AND "YOUR" REFER TO THE CONTRACT OWNER.

1. THE VARIABLE ANNUITY CONTRACT. The Contract offered by Travelers Insurance
Company is a variable annuity that is intended for retirement savings or other
long-term investment purposes. The Contract provides a death benefit as well as
guaranteed income payment options. Generally, an individual Contract will be
issued; however in some states, a group Contract may be issued, and you will
receive a Certificate. For convenience, we refer to both Contracts and
Certificates as "Contracts." Under a tax-qualified Contract, you can make one or
more payments, as you choose, on a tax-deferred basis. Under a nonqualified
Contract, you can make one or more payments with after-tax dollars. You direct
your payment(s) to one or more of the variable funding options listed in Section
4 and/or to the Fixed Account. We guarantee money directed to the Fixed Account
as to principal and interest. The variable funding options are designed to
produce a higher rate of return than the Fixed Account; however, this is not
guaranteed. You may also lose money in the variable funding options.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. During the accumulation phase, under a
qualified contract, your pre-tax contributions accumulate on a tax-deferred
basis and are taxed as income when you make a withdrawal, presumably when you
are in a lower tax bracket. During the accumulation phase, under a nonqualified
contract, earnings on your after-tax contributions accumulate on a tax-deferred
basis and are taxed as income when you make a withdrawal. The income phase
occurs when you begin receiving regular payments from your Contract. The amount
of money you accumulate in your Contract determines the amount of income
(annuity payments) you receive during the income phase.

2. ANNUITY PAYMENTS (THE INCOME PHASE). You may choose to receive annuity
payments from the Fixed Account or the variable funding options. If you want to
receive regular income payments from your annuity, you can choose one of the
following annuity options: Option 1 -- payments for your life (life
annuity) -- assuming that you are the annuitant; Option 2 -- payments for your
life with an added guarantee that payments will continue to your beneficiary for
a certain number of months (120, 180 or 240, as you select), if you should die
during that period; Option 3 -- Joint and Last Survivor Annuity, in which
payments are made for your life and the life of another person (usually your
spouse). This option can also be elected with payments continuing at a reduced
rate after the death of one payee. There are also two Income Options: Fixed
Amount -- the cash surrender value of your Contract will be paid to you in equal
payments; or Fixed Period -- the cash surrender value will be used to make
payments for a fixed time period. If you should die before the end of the Fixed
Period, the remaining amount would go to your beneficiary.

Once you make an election of an annuity option or an income option and begin to
receive payments, it cannot be changed. During the income phase, you have the
same investment choices you had during the accumulation phase. If amounts are
directed to the variable funding options, the dollar amount of your payments may
increase or decrease.

3. PURCHASE. You may purchase the Contract with an initial payment of at least
$5,000. You may make additional payments of at least $500 at any time during the
accumulation phase. (In some states, additional payments are not allowed.)
<PAGE> 2

WHO SHOULD PURCHASE THIS CONTRACT?

The Contract is currently available for use in connection with (1) individual
nonqualified purchases; (2) Individual Retirement Annuities (IRAs); and (3)
qualified retirement plans. Qualified contracts include contracts qualifying
under Section 401(a), 403(b), or 408(b) of the Internal Revenue Code of 1986, as
amended.

4. INVESTMENT OPTIONS. You can direct your money into the Fixed Account or any
or all of the following variable funding options. The funding options are
described in the prospectuses for the funds. The Concert Allocation Series
Select Portfolios invest exclusively in shares of 29 underlying mutual funds
("Fund of Funds"), as described in the Fund prospectus. Depending on market
conditions, you may make or lose money in any of these variable options:

DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Total Return Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Total Return Fund
SMITH BARNEY CONCERT ALLOCATION SERIES, INC.
Concert Select Balanced Portfolio
Concert Select Growth Portfolio
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
G.T. Global Strategic Income Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
TRAVELERS SERIES FUND, INC., CONTINUED
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization
Growth Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney Money Market Portfolio
Smith Barney Pacific Basin Portfolio
TBC Managed Income Portfolio
Van Kampen American Capital Enterprise
Portfolio
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
MFS Emerging Growth Portfolio
MFS Research Portfolio
Strategic Stock Portfolio

5. EXPENSES. The Contract has insurance features and investment features, and
there are costs related to each. For Contracts with a value of less than
$40,000, the Company deducts an annual administrative charge of $30. The annual
insurance charge varies depending on which death benefit you choose. For the
standard death benefit, the insurance charge is 1.02% of the amounts you direct
to the variable funding options; for the enhanced death benefit (if available)
the insurance charge is 1.30%. There is a related sub-account administrative
charge of .15% annually of the amounts directed to the variable funding options,
regardless of which death benefit is elected.

Each funding option other than the Select Portfolios has a charge for investment
management and other expenses. The charges, which vary by funding option, range
from 0.65% to 1.38% annually, of the average daily net asset balance of the
funding option. For the Select Portfolios, the management fee is 0.35% plus a
pro rata portion of the management fees and other expenses of the underlying
funds.

If you withdraw amounts under the Contract, the Company may deduct a withdrawal
charge (0% to 6%) of the amount of purchase payments withdrawn from the
Contract. If you withdraw all amounts under the Contract, or if you begin
receiving annuity payments, the Company may be required by your state to deduct
a premium tax of 0%-5%.

The following table is designed to help you understand the Contract charges. The
"Total Annual Insurance Charges" column includes the total of the mortality and
expense risk ("insurance") charge for the standard death benefit and the
enhanced death benefit and, for each, the sub-

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account administrative charges, and reflects the $30 annual contract charge as
.018%. The "Total Annual Funding Option Expenses" column reflects the investment
charges for each portfolio. The charges below reflect any expense reimbursement
or fee waiver. For more detailed information, see the fee table in the Contract
prospectus. For the five Concert Allocation Series Select Portfolios which
invest in underlying funds exclusively, the charges include an estimate of the
pro rata underlying funding option expenses. Such expenses range from .50% to
1.29%, as described fully in the Fund prospectus. The columns under the heading
"Examples" show you how much you would pay under the Contract for a one-year
period and for a 10-year period.

The examples assume that you invested $1,000 in a Contract that earns 5%
annually and that you withdraw your money at the end of year 1 and at the end of
year 10. For year 1, the Total Annual Insurance Charges are assessed as well as
the withdrawal charges. For year 10, the example shows the aggregate of all the
annual charges assessed during that time, but no withdrawal charge is shown. For
these examples, the premium tax is assumed to be 0%. In the table below, "(a)"
represents charges and expenses for the Standard Death Benefit, and "(b)"
represents charges and expenses for the Enhanced Death Benefit.
<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
ANNUAL FUNDING TOTAL AT END OF:
INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio.......................... (a) 1.19% 0.78% 1.97% $80 $229
(b) 1.47% 0.78% 2.25% 83 258
GREENWICH STREET SERIES FUND
Total Return Portfolio....................... (a) 1.19% 0.79% 1.98% 80 230
(b) 1.47% 0.79% 2.26% 83 259
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Total Return
Fund....................................... (a) 1.19% 1.00% 2.19% 82 252
(b) 1.47% 1.00% 2.47% 85 280
Salomon Brothers Variable Investors Fund..... (a) 1.19% 1.00% 2.19% 82 252
(b) 1.47% 1.00% 2.47% 85 280
SMITH BARNEY CONCERT ALLOCATION SERIES, INC.
Concert Select Balanced Portfolio............ (a) 1.19% 1.10% 2.29% 83 262
(b) 1.47% 1.10% 2.57% 86 290
Concert Select Conservative Portfolio*....... (a) 1.19% 1.06% 2.25% 83 258
(b) 1.47% 1.06% 2.53% 86 286
Concert Select Growth Portfolio.............. (a) 1.19% 1.15% 2.34% 84 267
(b) 1.47% 1.15% 2.62% 86 295
Concert Select High Growth Portfolio*........ (a) 1.19% 1.24% 2.43% 85 276
(b) 1.47% 1.24% 2.71% 87 304
Concert Select Income Portfolio*............. (a) 1.19% 1.00% 2.19% 82 252
(b) 1.47% 1.00% 2.47% 85 280
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation Portfolio........... (a) 1.19% 0.85% 2.04% 81 237
(b) 1.47% 0.85% 2.32% 83 265
Alliance Growth Portfolio.................... (a) 1.19% 0.82% 2.01% 80 234
(b) 1.47% 0.82% 2.29% 83 262
G.T. Global Strategic Income Portfolio....... (a) 1.19% 1.07% 2.26% 83 259
(b) 1.47% 1.07% 2.54% 86 287
MFS Total Return Portfolio................... (a) 1.19% 0.86% 2.05% 81 238
(b) 1.47% 0.86% 2.33% 84 266
Putnam Diversified Income Portfolio.......... (a) 1.19% 0.88% 2.07% 81 240
(b) 1.47% 0.88% 2.35% 84 268
Smith Barney High Income Portfolio........... (a) 1.19% 0.70% 1.89% 79 221
(b) 1.47% 0.70% 2.17% 82 250
Smith Barney International Equity
Portfolio.................................. (a) 1.19% 1.01% 2.20% 82 253
(b) 1.47% 1.01% 2.48% 85 281
Smith Barney Large Capitalization Growth
Portfolio.................................. (a) 1.19% 1.00% 2.19% 82 252
(b) 1.47% 1.00% 2.47% 85 280
</TABLE>

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<PAGE> 4
<TABLE>
<CAPTION>
TOTAL EXAMPLES: TOTAL
TOTAL ANNUAL ANNUAL EXPENSES
ANNUAL FUNDING TOTAL AT END OF:
INSURANCE OPTION ANNUAL -----------------
PORTFOLIO NAME CHARGES EXPENSES CHARGES 1 YEAR 10 YEARS
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------

<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
TRAVELERS SERIES FUND, INC. (CONT.)
Smith Barney Large Cap Value Portfolio....... (a) 1.19% 0.69% 1.88% $79 $220
(formerly Smith Barney Income and Growth
Portfolio) (b) 1.47% 0.69% 2.16% 82 249
Smith Barney Money Market Portfolio.......... (a) 1.19% 0.65% 1.84% 79 216
(b) 1.47% 0.65% 2.12% 81 245
Smith Barney Pacific Basin Portfolio......... (a) 1.19% 1.38% 2.57% 86 290
(b) 1.47% 1.38% 2.85% 89 317
TBC Managed Income Portfolio................. (a) 1.19% 0.87% 2.06% 81 239
(b) 1.47% 0.87% 2.34% 84 267
Van Kampen American Capital Enterprise
Portfolio.................................. (a) 1.19% 0.74% 1.93% 80 225
(b) 1.47% 0.74% 2.21% 82 254
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio................... (a) 1.19% 0.80% 1.99% 80 231
(b) 1.47% 0.80% 2.27% 83 260
Disciplined Mid Cap Stock Portfolio.......... (a) 1.19% 0.95% 2.14% 82 247
(b) 1.47% 0.95% 2.42% 84 275
Disciplined Small Cap Stock Portfolio........ (a) 1.19% 1.00% 2.19% 82 252
(b) 1.47% 1.00% 2.47% 85 280
MFS Emerging Growth Portfolio................ (a) 1.19% 0.95% 2.14% 82 247
(b) 1.47% 0.95% 2.42% 84 275
MFS Research Portfolio....................... (a) 1.19% 1.00% 2.19% 82 252
(b) 1.47% 1.00% 2.47% 85 280
Strategic Stock Portfolio.................... (a) 1.19% 0.90% 2.09% 81 242
(b) 1.47% 0.90% 2.37% 84 270
</TABLE>

* Not available to new contract owners after May 1, 1998, in most states.

6. TAXES. The payments you make to a qualified Contract during the accumulation
phase are made with before-tax dollars. You will be taxed on your purchase
payments and on any earnings when you make a withdrawal or begin receiving
annuity or income payments. Under a nonqualified Contract, payments to the
Contract are made with after tax dollars, and any earnings will accumulate
tax-deferred. You will be taxed on these earnings when they are withdrawn from
the Contract.

For owners of qualified Contracts, if you reach a certain age, you may be
required by federal tax laws to begin receiving payments from your annuity or
risk paying a penalty tax. In those cases, we can calculate and pay you the
minimum required distribution amounts. If you are younger than 59 1/2 when you
take money out, you may be charged a 10% federal penalty tax on the amount
withdrawn.

7. ACCESS TO YOUR MONEY. You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (6% if withdrawn within one year, gradually decreasing to 0%
for payments held by the Company for 7 years or more). After the first contract
year, you may withdraw up to 15% (10% in New York) of the contract value (as of
the end of the previous contract year) without a withdrawal charge. Of course,
you may also have to pay income taxes and a tax penalty on any money you take
out.

8. PERFORMANCE. The value of the Contract will vary depending upon the
investment performance of the variable funding options you choose. The following
chart shows total returns for each funding option for the time periods shown.
These numbers reflect the insurance charges, administrative charge, investment
charges and all other expenses of the funding option. The numbers do not reflect
any withdrawal charge, or any applicable taxes which, if applied, would

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<PAGE> 5

reduce such performance. Past performance is not a guarantee of future results.
Performance information that predates the separate account is considered
"nonstandard" by the SEC. Such nonstandard performance information is shown in
the Statement of Additional Information that you may request free of charge.

LAST TEN CALENDAR YEARS (OR FULL YEARS SINCE INCEPTION):

<TABLE>
<CAPTION>
STANDARD DEATH BENEFIT ENHANCED DEATH BENEFIT
- ---------------------------------------------------------------------------------------------------------------------------------
INCEPTION
PORTFOLIO NAME 1997 1996 1995 1997 1996 1995 DATE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
GREENWICH STREET SERIES FUND
Total Return Portfolio....... 15.47% 23.93% 23.43% 15.14% 23.59% 23.08% 11/21/94
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation
Portfolio.................. 10.83% 13.55% -- 10.52% 13.23% -- 10/10/95
Alliance Growth Portfolio.... 27.51% 27.85% 33.27% 27.15% 27.49% 32.90% 6/20/94
G.T. Global Strategic Income
Portfolio.................. 6.14% 17.39% 18.58% 5.84% 17.06% 18.24% 6/20/94
MFS Total Return Portfolio... 19.76% 13.14% 24.21% 19.43% 12.82% 23.86% 6/20/94
Putnam Diversified Income
Portfolio.................. 6.42% 6.95% 16.00% 6.13% 6.65% 15.68% 6/20/94
Smith Barney High Income
Portfolio.................. 12.51% 11.80% 17.68% 12.20% 11.48% 17.35% 6/20/94
Smith Barney International
Equity Portfolio........... 1.49% 16.32% 9.96% 1.20% 15.99% 9.66% 6/20/94
Smith Barney Large Cap Value
Portfolio (formerly Smith
Barney Income and Growth
Portfolio)................. 25.14% 18.36% 31.50% 24.79% 18.02% 31.33% 6/20/94
Smith Barney Money Market
Portfolio.................. 3.85% 3.71% 4.17% 3.56% 3/42% 3.87% 6/20/94
Smith Barney Pacific Basin
Portfolio.................. -28.88% 8.03% 1.19% -29.08% 7.73% 0.91% 6/20/94
TBC Managed Income
Portfolio.................. 8.43% 1.79% 14.54% 8.13% 1.51% 14.22% 6/20/94
Van Kampen American Capital
Enterprise Portfolio....... 27.09% 21.47% 31.12% 26.73% 21.13% 30.75% 6/20/94
THE TRAVELERS SERIES TRUST
MFS Emerging Growth
Portfolio.................. 19.77% -- -- 19.43% -- -- 8/30/96
</TABLE>

Those funding options not illustrated above do not yet have one full year of
performance history.

9. DEATH BENEFIT. Assuming you are the Annuitant, if you die before you move to
the income phase, the person you have chosen as your beneficiary will receive a
death benefit. The death benefit paid depends on your age at the time of your
death. The value of the death benefits will be determined at the close of the
business day on which the Company's Home Office receives due proof of death and
written distribution instructions. In most states, you may choose (at the time
of purchase) between the standard death benefit and the enhanced death benefit.

Under the standard death benefit, if you die before you reach age 85 and before
the maturity date, the death benefit equals the greatest of: (1) the contract
value; (2) the total purchase payments made under the Contract less all partial
withdrawals; or (3) the contract value on the latest fifth contract year
anniversary occurring on or before your 75(th) birthday.

Assuming you are the annuitant, if you die on or after age 85 and before the
maturity date, the death benefit payable will be the contract value, less any
applicable premium tax or outstanding loans.

Under the enhanced death benefit, if you die before you reach age 80 and before
the maturity date, the enhanced death benefit equals the greatest of (1) the
contract value; (2) the 5% Roll-Up Death Benefit Value; or (3) the maximum of
all annual Step-Up Death Benefit Values. See the Contract prospectus for a
complete explanation of this enhanced death benefit.

If you die on or after age 80, different death benefit values will be payable to
your beneficiary. See the Contract prospectus for details.

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<PAGE> 6

Assuming you are the annuitant, if you die on or after age 90 and before the
maturity date, the death benefit payable will be the contract value, less any
applicable premium tax or outstanding loans.

For contracts sold prior to June 1, 1997, please refer to Appendix C.

In all cases described above, amounts will be reduced by any applicable premium
tax, outstanding loans or withdrawals not previously deducted. The enhanced
death benefit may not be available in all states. Certain states may have
varying age requirements. Please refer to the Contract prospectus.

10. OTHER INFORMATION

RIGHT TO RETURN

If you cancel the Contract within twenty days after you receive it, you will
receive a full refund of the Contract value (including charges). Where state law
requires a longer period, or the return of purchase payments, the Company will
comply. You bear the investment risk during the right to return period;
therefore, the Contract value returned may be greater or less than your purchase
payment. If the Contract is purchased as an Individual Retirement Annuity, and
is returned within the first seven days after delivery, your full purchase
payment will be refunded; during the remainder of the right to return period,
the Contract value (including charges) will be refunded. The Contract value will
be determined at the close of business on the day we receive a written request
for a refund.

TRANSFERS

You can transfer between the variable funding options as frequently as you wish
without any current tax implications. Currently there is no charge for
transfers, nor a limit to the number of transfers allowed. The Company may, in
the future, charge a fee for any transfer request, or limit the number of
transfers allowed. The Company, at the minimum, would always allow one transfer
every six months. You may transfer between the Fixed Account and the variable
funding options twice a year (during the 30 days after the six-month contract
date anniversary), provided the amount is not greater than 15% of the Fixed
Account value on that date. Please refer to Appendix B for information regarding
transfers between the Fixed Account and variable funding options.

ADDITIONAL FEATURES

This Contract has other features you may be interested in. These include:

DOLLAR COST AVERAGING. This is a program that allows you to invest a fixed
amount of money in funding options each month, theoretically giving you a lower
average cost per unit over time than a single one-time purchase. Dollar Cost
Averaging requires regular investments regardless of fluctuating price levels,
and does not guarantee profits or prevent losses in a declining market.
Potential investors should consider their financial ability to continue
purchases through periods of low price levels.

SYSTEMATIC WITHDRAWAL OPTION. Before the maturity date, you can arrange to
have money sent to you at set intervals throughout the year. Of course, any
applicable charges and taxes will apply on amounts withdrawn.

AUTOMATIC REBALANCING. You may elect to have the Company periodically
reallocate the values in your contract to match your original (or your latest)
funding option allocation request.

11. INQUIRIES. If you need more information, please contact us at (800)
842-8573 or:
Travelers Insurance Company
Annuity Investor Services
One Tower Square
Hartford, CT 06183-9061
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<PAGE> 7

TRAVELERS VINTAGE PROSPECTUS

This prospectus describes Travelers Vintage, a flexible premium variable annuity
contract (the "Contract") issued by The Travelers Insurance Company (the
"Company"). The Contract is available in connection with certain retirement
plans that qualify for special federal income tax treatment ("qualified
Contracts") as well as those that do not qualify for such treatment
("nonqualified Contracts"). Vintage may be issued as an individual Contract or
as a group Contract. In states where only group Contracts are available, you
will be issued a certificate summarizing the provisions of the group Contract.
For convenience, this prospectus refers to both Contracts and certificates as
"Contracts."

You can choose to have your purchase payments accumulate on a fixed basis (i.e.
a Fixed Account funded through the Company's general account) and/or a variable
basis (i.e., one or more of the sub-accounts ("funding options") of the
Travelers Fund BD for Variable Annuities ("Fund BD")). Your contract value will
vary daily to reflect the investment experience of the funding options you
select and any interest credited to the Fixed Account. The variable funding
options currently available are:

DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio
GREENWICH STREET SERIES FUND
Total Return Portfolio
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Investors Fund
Salomon Brothers Variable Total Return Fund
SMITH BARNEY CONCERT ALLOCATION SERIES, INC.
Concert Select Balanced Portfolio
Concert Select Growth Portfolio
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation Portfolio
Alliance Growth Portfolio
G.T. Global Strategic Income Portfolio
MFS Total Return Portfolio
Putnam Diversified Income Portfolio
Smith Barney High Income Portfolio
TRAVELERS SERIES FUND, INC., CONTINUED
Smith Barney International Equity Portfolio
Smith Barney Large Capitalization Growth
Portfolio
Smith Barney Large Cap Value Portfolio
Smith Barney Money Market Portfolio
Smith Barney Pacific Basin Portfolio
TBC Managed Income Portfolio
Van Kampen American Capital Enterprise
Portfolio
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio
Disciplined Mid Cap Stock Portfolio
Disciplined Small Cap Stock Portfolio
MFS Emerging Growth Portfolio
MFS Research Portfolio
Strategic Stock Portfolio

The Fixed Account is described in Appendix B. Unless specified otherwise, this
prospectus refers to the variable funding options. The contracts and/or some of
the funding options may not be available in all states. THIS PROSPECTUS IS VALID
ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR THE VARIABLE FUNDING
OPTIONS. THESE PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

This Prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about Fund BD by
requesting a copy of the Statement of Additional Information ("SAI") dated May
1, 1998. The SAI has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this Prospectus. To request a
copy, write to The Travelers Insurance Company, Annuity Investor Services, One
Tower Square, Hartford, Connecticut 06183-9061, call 1-800-842-8573, or access
the SEC's website (http:www.sec.gov). The Contents of the SAI appears in
Appendix D of this Prospectus.

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.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTMENT.

PROSPECTUS DATED MAY 1, 1998
<PAGE> 8

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................. 2
FEE TABLE.............................. 3
CONDENSED FINANCIAL INFORMATION........ 7
THE ANNUITY CONTRACT................... 7
Purchase Payments...................... 7
Accumulation Units..................... 7
The Funding Options.................... 7
Substitutions and Additions............ 10
CHARGES AND DEDUCTIONS................. 10
Withdrawal Charge...................... 10
Free Withdrawal Allowance.............. 11
Administrative Charges................. 11
Mortality and Expense Risk Charge...... 11
Reduction or Elimination of Contract
Charges.............................. 11
Funding Option Expenses................ 12
Premium Tax............................ 12
Changes in Taxes Based Upon Premium or
Value................................ 12
OWNERSHIP PROVISIONS................... 12
Types of Ownership..................... 12
Beneficiary............................ 12
Annuitant.............................. 13
TRANSFERS.............................. 13
Dollar Cost Averaging.................. 13
SURRENDERS AND REDEMPTIONS............. 14
Systematic Withdrawals................. 14
Loans.................................. 14
DEATH BENEFIT.......................... 14
Death Proceeds Before the Maturity
Date................................. 15
Death Proceeds After the Maturity
Date................................. 16
THE ANNUITY PERIOD..................... 17
Maturity Date.......................... 17
Allocation of Annuity.................. 17
Variable Annuity....................... 17
Fixed Annuity.......................... 18
PAYMENT OPTIONS........................ 18
Election of Options.................... 18
Annuity Options........................ 18
Income Options......................... 19
MISCELLANEOUS CONTRACT PROVISIONS...... 20
Right to Return........................ 20
Termination............................ 20
Required Reports....................... 20
Suspension of Payments................. 20
Transfers of Contract Values to Other
Annuities............................ 20
THE SEPARATE ACCOUNT................... 20
Mixed and Shared Funding............... 21
Performance Information................ 21
FEDERAL TAX CONSIDERATIONS............. 22
General Taxation of Annuities.......... 22
Types of Contracts: Qualified or
Nonqualified......................... 22
Nonqualified Annuity Contracts......... 22
Qualified Annuity Contracts............ 23
Penalty Tax for Premature
Distributions........................ 23
Diversification Requirements for
Variable Annuities................... 23
Ownership of the Investments........... 23
Mandatory Distributions for Qualified
Plans................................ 24
OTHER INFORMATION...................... 24
The Insurance Company.................. 24
IMSA................................... 24
Year 2000 Compliance................... 24
Distribution of Variable Annuity
Contracts............................ 25
Conformity with State and Federal
Laws................................. 25
Voting Rights.......................... 25
Legal Proceedings And Opinions......... 25
APPENDIX A: Condensed Financial
Information.......................... 27
APPENDIX B: The Fixed Account.......... 29
APPENDIX C............................. 30
APPENDIX D: Contents of the Statement
of Additional Information............ 31
</TABLE>

INDEX OF SPECIAL TERMS

The following terms are italicized throughout the prospectus. Refer to the page
listed for an explanation of each term.

<TABLE>
<S> <C>
Accumulation Unit...................... 7
Annuitant.............................. 13
Annuity Payments....................... 17
Annuity Unit........................... 17
Cash Surrender Value................... 14
Contract Date.......................... 7
Contract Owner (You, Your)............. 12
Contract Value......................... 7
Contract Year.......................... 7
Fixed Account.......................... 29
Funding Option(s)...................... 7
Income Payments........................ 18
Maturity Date.......................... 7
Purchase Payment....................... 7
Written Request........................ 7
</TABLE>

2
<PAGE> 9

FEE TABLE
- --------------------------------------------------------------------------------

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
WITHDRAWAL CHARGE (as a percentage of purchase
payments):
LENGTH OF TIME FROM PURCHASE PAYMENT
</TABLE>

<TABLE>
<CAPTION>
(NUMBER OF YEARS) CHARGE
<S> <C>
1 6%
2 6%
3 6%
4 3%
5 2%
6 1%
7 and thereafter 0%
ANNUAL CONTRACT ADMINISTRATIVE CHARGE $30
(Waived if contract value is $40,000 or more)
ANNUAL SEPARATE ACCOUNT CHARGES:
(as a percentage of the average daily net assets of the
Separate Account)
</TABLE>

<TABLE>
<CAPTION>
STANDARD ENHANCED
DEATH BENEFIT DEATH BENEFIT
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Mortality and Expense Risk Charge.................... 1.02% 1.30%
Administrative Expense Charge........................ 0.15% 0.15%
----- -----
Total Separate Account Charges..................... 1.17% 1.45%
FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the funding option as of December
31, 1997, unless otherwise noted.)
</TABLE>

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL
(AFTER EXPENSE (AFTER EXPENSE UNDERLYING
UNDERLYING FUNDING OPTIONS: REIMBURSEMENT) REIMBURSEMENT) FUND EXPENSES
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio................................. 0.75% 0.03% 0.78%
GREENWICH STREET SERIES FUND
Total Return Portfolio.............................. 0.55% 0.24% 0.79%
SALOMON BROTHERS VARIABLE SERIES FUNDS, INC.
Salomon Brothers Variable Total Return Fund......... 0.80% 0.20%(1) 1.00%
Salomon Brothers Variable Investors Fund............ 0.70% 0.30%(1) 1.00%
SMITH BARNEY CONCERT ALLOCATION SERIES, INC.
Concert Select Balanced Portfolio................... 0.35% 0.75%(2) 1.10%
Concert Select Conservative Portfolio(7)............ 0.35% 0.71%(2) 1.06%
Concert Select Growth Portfolio..................... 0.35% 0.80%(2) 1.15%
Concert Select High Growth Portfolio(7)............. 0.35% 0.89%(2) 1.24%
Concert Select Income Portfolio(7).................. 0.35% 0.65%(2) 1.00%
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation Portfolio.................. 0.80% 0.05%(4) 0.85%
Alliance Growth Portfolio........................... 0.80% 0.02%(4) 0.82%
G.T. Global Strategic Income Portfolio.............. 0.80% 0.27%(3) 1.07%
MFS Total Return Portfolio.......................... 0.80% 0.06%(4) 0.86%
Putnam Diversified Income Portfolio................. 0.75% 0.13%(4) 0.88%
Smith Barney High Income Portfolio.................. 0.60% 0.10%(4) 0.70%
Smith Barney International Equity Portfolio......... 0.90% 0.11%(4) 1.01%
Smith Barney Large Cap Growth Portfolio............. 0.75% 0.25%(4) 1.00%
Smith Barney Large Cap Value Portfolio (formerly
Smith Barney Income and Growth Portfolio)......... 0.65% 0.04%(4) 0.69%
Smith Barney Money Market Portfolio................. 0.60% 0.05%(3) 0.65%
Smith Barney Pacific Basin Portfolio................ 0.90% 0.48%(3) 1.38%
TBC Managed Income Portfolio........................ 0.65% 0.22%(4) 0.87%
Van Kampen American Capital Enterprise Portfolio.... 0.70% 0.04%(4) 0.74%
</TABLE>

3
<PAGE> 10

NOTES:

The purpose of the Fee Table is to assist Contract Owners in understanding the
various costs and expenses that a Contract Owner will bear, directly or
indirectly. See "Charges and Deductions" in this prospectus for additional
information. Expenses shown do not include premium taxes, which may be
applicable. "Other Expenses" include operating costs of the fund. These expenses
are reflected in each funding option's net asset value and are not deducted from
the account value under the Contract.

(1) The amounts set forth for Other Expenses are based on estimates for the
current fiscal year and will include fees for shareholder services,
administrative fees, custodial fees, legal and accounting fees, printing
costs and registration fees. These expenses reflect the voluntary agreement
by the Fund's adviser to impose an expense cap for the fiscal year ending
December 31, 1998 on the total operating expenses of each Fund (exclusive of
taxes, interest and extraordinary expenses such as litigation and
indemnification expenses) at the amounts shown in the table through the
reimbursement of expenses. Absent such agreement, the ratio of other
expenses and total operating expenses to the average daily net assets would
be 1.91% and 2.61%, respectively, for the INVESTORS FUND; and 1.91% and
2.71%, respectively, for the TOTAL RETURN FUND.

(2) The Concert Allocation Series Select Portfolios (a "Fund of Funds") invest
in the shares of other mutual funds. Their management fee is 0.35% and they
have no expenses. The other expenses shown are based on the expected
weighted average of underlying fund expense ratios (which include a
management fee and other expenses) as of January 31, 1998, the underlying
funds' fiscal year end. See the Fund prospectus for information regarding
the equity/fixed income (including money market) investment target and range
for each portfolio, and for the expense ratios for the underlying funds.
Such ratios range from 0.50% to 1.29%.

(3) Other expenses are as of October 31, 1997 and take into account the current
expense limitations agreed to by the Portfolios' investment manager (the
"Manager"). The Manager waived all of its fees for the period and reimbursed
the Portfolios for their expenses. Without such arrangements, the Total
Expenses for the Portfolios would have been as follows: 1.58% for SMITH
BARNEY PACIFIC BASIN PORTFOLIO; 1.38% for G.T. GLOBAL STRATEGIC INCOME
PORTFOLIO; and 0.67% for SMITH BARNEY MONEY MARKET PORTFOLIO.

(4) Other expenses are as of October 31, 1997 (the Fund's fiscal year end).
There were no fees waived or expenses reimbursed for these funds in 1997.

(5) Other Expenses are based on estimates for the current fiscal year and will
include fees for shareholder services, administrative fees, custodial fees ,
legal and accounting fees, printing costs and registration fees.
Additionally, these fees reflect a voluntary expense reimbursement
arrangement by Travelers to reimburse the Portfolios for the amount by which
their aggregate total operating expenses exceed 1.00% for the DISCIPLINED
SMALL CAP STOCK PORTFOLIO and MFS RESEARCH PORTFOLIO; 0.80% for the
CONVERTIBLE BOND PORTFOLIO, and 0.90% for STRATEGIC STOCK PORTFOLIO. These
expenses have been illustrated at a limit which the Portfolios' adviser
believes to be in line with the actual projected expenses of the Portfolios.

(6) Other Expenses reflect the current expense reimbursement arrangement with
Travelers where Travelers has agreed to reimburse the Portfolios for the
amount by which their aggregate expenses (including management fees, but
excluding brokerage commissions, interest charges and taxes) exceeds 0.95%.
Without such arrangements, the Total Funding Option Expenses would have been
1.05% for MFS EMERGING GROWTH PORTFOLIO, and 1.82% for DISCIPLINED MID CAP
STOCK PORTFOLIO.

(7) Not available to new contract owners after May 1, 1998, in most States.

4
<PAGE> 11

EXAMPLE*: STANDARD DEATH BENEFIT

Assuming a 5% annual return on assets, a $1,000 investment would be subject to
the following expenses:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN**: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio............. $80 $122 $126 $229 $20 $62 $106 $229
GREENWICH STREET SERIES FUND
Total Return Portfolio.......... 80 122 127 230 20 62 107 230
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable Total
Return Fund................... 82 128 137 252 22 68 117 252
Salomon Brothers Variable
Investors Fund................ 82 128 137 252 22 68 117 252
SMITH BARNEY CONCERT ALLOCATION
SERIES, INC.
Concert Select Balanced
Portfolio..................... 83 131 142 262 23 71 122 262
Concert Select Conservative
Portfolio***.................. 83 130 140 258 23 70 120 258
Concert Select Growth
Portfolio..................... 84 133 145 267 24 73 125 267
Concert Select High Growth
Portfolio***.................. 85 136 149 276 25 76 129 276
Concert Select Income
Portfolio***.................. 82 128 137 252 22 68 117 252
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation
Portfolio..................... 81 124 130 237 21 64 110 237
Alliance Growth Portfolio....... 80 123 128 234 20 63 108 234
G.T. Global Strategic Income
Portfolio..................... 83 131 141 259 23 71 121 259
MFS Total Return Portfolio...... 81 124 130 238 21 64 110 238
Putnam Diversified Income
Portfolio..................... 81 125 131 240 21 65 111 240
Smith Barney High Income
Portfolio..................... 79 119 122 221 19 59 102 221
Smith Barney International
Equity Portfolio.............. 82 129 138 253 22 69 118 253
Smith Barney Large
Capitalization Growth
Portfolio..................... 82 128 137 252 22 68 117 252
Smith Barney Large Cap Value
Portfolio (formerly Smith
Barney Income and Growth
Portfolio).................... 79 119 122 220 19 59 102 220
Smith Barney Money Market
Portfolio..................... 79 118 119 216 19 58 99 216
Smith Barney Pacific Basin
Portfolio..................... 86 140 156 290 26 80 136 290
TBC Managed Income Portfolio.... 81 125 131 239 21 65 111 239
Van Kampen American Capital
Enterprise Portfolio.......... 80 121 124 225 20 61 104 225
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio...... 80 122 127 231 20 62 107 231
Disciplined Mid Cap Stock
Portfolio..................... 82 127 135 247 22 67 115 247
Disciplined Small Cap Stock
Portfolio..................... 82 128 137 252 22 68 117 252
MFS Emerging Growth Portfolio... 82 127 135 247 22 67 115 247
MFS Research Portfolio.......... 82 128 137 252 22 68 117 252
Strategic Stock Portfolio....... 81 125 132 242 21 65 112 242
</TABLE>

* The example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown. The
Example reflects the $30 Annual Contract Administrative Charge as an annual
charge of 0.018% of assets.

** The Withdrawal Charge is waived if annuity payout has begun or if an income
option of at least five years' duration is begun after the first Contract
Year. (See "Charges and Deductions.")

*** Not available to new contract owners after May 1, 1998, in most states.

5
<PAGE> 12

EXAMPLE*: ENHANCED DEATH BENEFIT

Assuming a 5% annual return on assets, a $1,000 investment would be subject to
the following expenses:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN**: ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
UNDERLYING FUNDING OPTION 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DREYFUS VARIABLE INVESTMENT FUND
Small Cap Portfolio............. $83 $130 $140 $258 $23 $70 $120 $258
GREENWICH STREET SERIES FUND
Total Return Portfolio.......... 83 131 141 259 23 71 121 259
SALOMON BROTHERS VARIABLE SERIES
FUNDS, INC.
Salomon Brothers Variable Total
Return Fund................... 85 137 151 280 25 77 131 280
Salomon Brothers Variable
Investors Fund................ 85 137 151 280 25 77 131 280
SMITH BARNEY CONCERT ALLOCATION
SERIES, INC.
Concert Select Balanced
Portfolio..................... 86 140 156 290 26 80 136 290
Concert Select Conservative
Portfolio***.................. 86 139 154 286 26 79 134 286
Concert Select Growth
Portfolio..................... 86 141 159 295 26 81 139 295
Concert Select High Growth
Portfolio***.................. 87 144 163 304 27 84 143 304
Concert Select Income
Portfolio***.................. 85 137 151 280 25 77 131 280
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation
Portfolio..................... 83 132 144 265 23 72 124 265
Alliance Growth Portfolio....... 83 131 142 262 23 71 122 262
G.T. Global Strategic Income
Portfolio..................... 86 139 155 287 26 79 135 287
MFS Total Return Portfolio...... 84 133 144 266 24 73 124 266
Putnam Diversified Income
Portfolio..................... 84 133 145 268 24 73 125 268
Smith Barney High Income
Portfolio..................... 82 128 136 250 22 68 116 250
Smith Barney International
Equity Portfolio.............. 85 137 152 281 25 77 132 281
Smith Barney Large
Capitalization Growth
Portfolio..................... 85 137 151 280 25 77 131 280
Smith Barney Large Cap Value
Portfolio (formerly Smith
Barney Income and Growth
Portfolio).................... 82 128 136 249 22 68 116 249
Smith Barney Money Market
Portfolio..................... 81 126 134 245 21 66 114 245
Smith Barney Pacific Basin
Portfolio..................... 89 148 170 317 29 88 150 317
TBC Managed Income Portfolio.... 84 133 145 267 24 73 125 267
Van Kampen American Capital
Enterprise Portfolio.......... 82 129 138 254 22 69 118 254
THE TRAVELERS SERIES TRUST
Convertible Bond Portfolio...... 83 131 141 260 23 71 121 260
Disciplined Mid Cap Stock
Portfolio..................... 84 135 149 275 24 75 129 275
Disciplined Small Cap Stock
Portfolio..................... 85 137 151 280 25 77 131 280
MFS Emerging Growth Portfolio... 84 135 149 275 24 75 129 275
MFS Research Portfolio.......... 85 137 151 280 25 77 131 280
Strategic Stock Portfolio....... 84 134 146 270 24 74 126 270
</TABLE>

** The Withdrawal Charge is waived if annuity payout has begun or if an income
option of at least five years' duration is begun after the first Contract
Year. (See "Charges and Deductions.")

*** Not available to new contract owners after May 1, 1998, in most states.

6
<PAGE> 13

CONDENSED FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

See Appendix A.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------

Travelers Vintage Annuity is a contract between you (the contract owner) and
Travelers Insurance Company ("us" or the "Company"). Under this contract, you
make purchase payments to us and we credit them to your account. The Company
promises to pay you an income, in the form of annuity or income payments,
beginning on a future date that you choose, the maturity date. The purchase
payments accumulate tax deferred in the funding options of your choice. We offer
multiple variable funding options, and one fixed account option. You assume the
risk of gain or loss according to the performance of the variable funding
options. The contract value is the amount of purchase payments, plus or minus
any investment experience or interest. The contract value also reflects all
withdrawals made and charges deducted. There is generally no guarantee that at
the maturity date the contract value will equal or exceed the total purchase
payments made under the Contract. The date the Contract and its benefits became
effective is referred to as the contract date. Each 12-month period following
the contract date is called a contract year.

Certain changes and elections must be made in writing to the Company. Where the
term "written request" is used, it means that written information must be sent
to the Company's Home Office in a form and content satisfactory to us.

PURCHASE PAYMENTS

The initial purchase payment must be at least $5,000. Additional payments of at
least $500 may be made under the Contract at any time. Under certain
circumstances, we may waive the minimum purchase payment requirement. Purchase
payments over $1,000,000 may be made with our prior consent. In some states, we
do not accept additional purchase payments. The initial purchase payment is due
and payable before the Contract becomes effective.

We will apply the initial purchase payment within two business days after we
receive it at our Home Office. Subsequent purchase payments will be credited to
a Contract within one business day. Our business day ends when the New York
Stock Exchange closes, usually 4:00 p.m. Eastern time.

ACCUMULATION UNITS

An accumulation unit is used to calculate the value of a Contract. An
accumulation unit works like a share of a mutual fund. Each funding option has a
corresponding accumulation unit value. The accumulation units are valued each
business day and may increase or decrease from day to day. The number of
accumulation units we will credit to your Contract once we receive a purchase
payment is determined by dividing the amount directed to each funding option by
the value of the accumulation unit. We calculate the value of an accumulation
unit for each funding option each day after the New York Stock Exchange closes.
After the value is calculated, your account is credited. During the annuity
period (i.e., after the maturity date), you are credited with annuity units.

THE FUNDING OPTIONS

You choose which of the following variable funding options to have your purchase
payments allocated to. You will find detailed information about the options and
their inherent risks in the current prospectuses for the funding options which
must accompany this prospectus. Since each option has varying degrees of risk,
please read the prospectuses carefully before investing. Additional copies of
the prospectuses may be obtained by contacting your registered representative or
by calling 1-800-842-8573.

7
<PAGE> 14

The current funding options are listed below, along with their investment
advisers and any subadviser:

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DREYFUS VARIABLE INVESTMENT
FUND
Small Cap Portfolio Seeks to maximize capital appreciation. The Dreyfus Corporation
GREENWICH STREET SERIES FUND
Total Return Portfolio An equity portfolio that seeks to provide total Mutual Management Corporation
return, consisting of long-term capital ("MMC") (formerly Smith Barney
appreciation and income. The Portfolio will invest Mutual Funds Management, Inc.)
primarily in a diversified portfolio of
dividend-paying common stocks.
SALOMON BROTHERS VARIABLE
SERIES FUND, INC.
Salomon Brothers Variable Seeks long-term growth of capital. Current income Salomon Brothers Asset
Investors Fund is a secondary objective. Management ("SBAM")
Salomon Brothers Variable Seeks above-average income (compared to a SBAM
Total Return Fund portfolio invested entirely in equity securities).
Secondarily, seeks opportunities for growth of
capital and income.
SMITH BARNEY CONCERT ALLOCATION
SERIES, INC.
Concert Select Balanced Seeks a balance of growth of capital and income by Travelers Investment Adviser
Portfolio investing in a select group of mutual funds. ("TIA")
Concert Select Growth Seeks long-term growth of capital by investing in TIA
Portfolio a select group of mutual funds.
TRAVELERS SERIES FUND, INC.
AIM Capital Appreciation Seeks capital appreciation by investing TIA
Portfolio principally in common stock, with emphasis on Subadviser: AIM Capital
medium-sized and smaller emerging growth Management Inc.
companies.
Alliance Growth Portfolio Seeks long-term growth of capital by investing TIA
predominantly in equity securities of companies Subadviser: Alliance Capital
with a favorable outlook for earnings and whose Management L.P.
rate of growth is expected to exceed that of the
U.S. economy over time. Current income is only an
incidental consideration.
G.T. Global Strategic Seeks primarily high current income and, TIA
Income Portfolio secondarily, capital appreciation. The Portfolio Subadviser: G.T. Capital
allocates its assets among debt securities of Management, Inc.
issuers in the U.S., developed foreign countries,
and emerging markets.
MFS Total Return Portfolio Seeks to obtain above-average income (compared to TIA
a portfolio entirely invested in equity Subadviser: Massachusetts
securities) consistent with the prudent employment Financial Services Company
of capital. Generally, at least 40% of the ("MFS")
Portfolio's assets will be invested in equity
securities.
Putman Diversified Income Seeks high current income consistent with TIA
Portfolio preservation of capital. The Portfolio will Subadviser: Putnam Investment
allocate its investments among the U.S. Government Management, Inc.
Sector, the High Yield Sector, and the
International Sector of the fixed income
securities markets.
Smith Barney High Income Seeks high current income. Capital appreciation is MMC
Portfolio a secondary objective. The Portfolio will invest
at least 65% of its assets in high-yielding
corporate debt obligations and preferred stock.
</TABLE>

8
<PAGE> 15

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
TRAVELERS SERIES FUND, INC. (CONT.)
Smith Barney International Seeks total return on assets from growth of MMC
Equity Portfolio capital and income by investing at least 65% of
its assets in a diversified portfolio of equity
securities of established non-U.S. issuers.

Smith Barney Large Seeks long-term growth of capital by investing in MMC
Capitalization Growth equity securities of companies with large market
Portfolio capitalizations.

Smith Barney Large Cap Seeks current income and long-term growth of MMC
Value Portfolio (formerly income and capital by investing primarily, but not
"Smith Barney Income and exclusively, in common stocks.
Growth Portfolio")

Smith Barney Money Market Seeks maximum current income and preservation of MMC
Portfolio capital by investing in high quality, short-term
money market instruments. An investment in this
fund is neither insured nor guaranteed by the U.S.
Government, and there is no assurance that a
stable $1 value per share will be maintained.

Smith Barney Pacific Basin Seeks long-term capital appreciation, through MMC
Portfolio investment primarily in equity securities of
companies in Asian Pacific Countries.

TBC Managed Income Seeks high current income consistent with prudent TIA
Portfolio risk of capital through investments in corporate Subadviser: The Boston Company
debt obligations, preferred stocks, and Asset
obligations issued or guaranteed by the U.S. Management, Inc.
Government or its agencies or instrumentalities.

Van Kampen American Capital Seeks capital appreciation through investment in MMC
Enterprise Portfolio securities believed to have above-average Subadviser: Van Kampen American
potential for capital appreciation. Any income Capital Asset Management, Inc.
received on such securities is incidental to the
objective of capital appreciation.

THE TRAVELERS SERIES TRUST

Convertible Bond Portfolio Seeks current income and capital appreciation by Travelers Asset Management
investing in convertible securities and in International Corporation
combinations of nonconvertible fixed-income ("TAMIC")
securities and warrants or call options that
together resemble convertible securities.

Disciplined Mid Cap Stock Seeks growth of capital by investing primarily in TAMIC
Fund a broadly diversified portfolio of common stocks. Subadviser: Travelers
Investment Management Company
("TIMCO")

Disciplined Small Cap Fund Seeks long-term capital appreciation by investing TAMIC
primarily (at least 65% of its total assets) in Subadviser: TIMCO
the common stocks of U.S. Companies with
relatively small market capitalizations at the
time of investment.

MFS Emerging Growth Seeks long-term growth of capital. Dividend and TAMIC
Portfolio interest income from portfolio securities, if any, Subadviser: MFS
is incidental.

MFS Research Portfolio Seeks to provide long-term growth of capital and TAMIC
future income. Subadviser: MFS
</TABLE>

9
<PAGE> 16

Strategic Stock Portfolio Seeks to provide an above-average total return TAMIC
through a combination of potential capital Subadviser: TIMCO
appreciation and dividend income by investing
primarily in high dividend yield stocks
periodically selected from the companies included
in (i) the Dow Jones Industrial Average and (ii)
the Standard & Poor's 100 Stock Index.
</TABLE>

SUBSTITUTIONS AND ADDITIONS

If any of the funding options should become unavailable for allocating purchase
payments, or if we believe that further investment in a funding option becomes
inappropriate for the purposes of the Contract, we may substitute another
funding option. However, we will not make any substitutions without notifying
you and obtaining any applicable state and SEC approval. From time to time we
may make new funding options available.

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------

WITHDRAWAL CHARGE

No sales charges are deducted from purchase payments when they are applied under
the Contract. However, a withdrawal charge will be deducted if any or all of the
contract value is withdrawn during the first six years following a purchase
payment. The length of time from when we receive the purchase payment to the
time of withdrawal determines the amount of the charge.

The withdrawal charge is equal to a percentage of the amount of purchase
payments withdrawn from the Contract and is calculated as follows:

<TABLE>
<CAPTION>
LENGTH OF TIME FROM
PURCHASE PAYMENT WITHDRAWAL
(NUMBER OF YEARS) CHARGE
<S> <C>
1 6%
2 6%
3 6%
4 3%
5 2%
6 1%
7 and thereafter 0%
</TABLE>

For purposes of the withdrawal charge calculation, withdrawals will be deemed to
be taken first from any free withdrawal amount (as described below); next from
remaining purchase payments (on a first-in, first-out basis); and then from
contract earnings (in excess of any free withdrawal amount). Unless you instruct
us otherwise, we will deduct the withdrawal charge from the amount requested.

We will not deduct a withdrawal charge (1) from payments we make due to the
death of the contract owner or the death of the annuitant with no contingent
annuitant surviving; (2) if an annuity payout has begun; or (3) if an income
option of at least five years' duration is begun after the first contract year.

10
<PAGE> 17

FREE WITHDRAWAL ALLOWANCE

There is a 15% free withdrawal allowance available each year after the first
contract year (10% in New York). The available withdrawal amount will be
calculated as of the end of the previous contract year. The free withdrawal
allowance applies to partial withdrawals and to full withdrawals, except those
transferred directly to annuity contracts issued by other financial
institutions. In Washington state, the free withdrawal provision applies to all
withdrawals.

ADMINISTRATIVE CHARGES

A contract administrative charge of $30 is deducted annually from Contracts with
a value of less than $40,000. This charge compensates us for expenses incurred
in establishing and maintaining the Contract. The charge is deducted from the
contract value on the fourth Friday of August of each year by cancelling
accumulation units applicable to each funding option on a pro rata basis. This
charge will be prorated from the date of purchase to the next charge deduction
date. A prorated charge will also be made if the Contract is completely
withdrawn or terminated. We will not deduct a Contract administrative charge:
(1) if the distribution results from the death of the contract owner or the
annuitant with no contingent annuitant surviving, (2) after an annuity payout
has begun, or (3) if the contract value on the date of assessment is equal to or
greater than $40,000.

An administrative expense charge is deducted on each business day from amounts
allocated to the variable funding options in order to compensate the Company for
certain administrative and operating expenses. The charge equals, on an annual
basis, 0.15% of the daily net asset value allocated to each of the variable
funding options.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk charge from
amounts held in the variable funding options. The deduction is reflected in our
calculation of accumulation and annuity unit values. We reserve the right to
lower the mortality and expense risk charge at any time. The mortality risk
portion of the insurance charge compensates us for guaranteeing to provide
annuity payments according to the terms of the Contract regardless of how long
the annuitant lives and for guaranteeing to provide the standard or the enhanced
death benefit if an annuitant dies prior to the maturity date. The expense risk
portion compensates us for the risk that the charges under the Contract, which
cannot be increased during the duration of the Contract, will be insufficient to
cover actual costs.

For those contract owners who have elected a standard death benefit provision,
the mortality and expense risk charge is equivalent, on an annual basis, to
1.02% of the daily net asset value of amounts held in the Separate Account.

For those contract owners who have elected an enhanced death benefit provision,
the mortality and expense risk charge is equivalent, on an annual basis, to
1.30% of the daily net asset value of amounts held in the Separate Account.

REDUCTION OR ELIMINATION OF CONTRACT CHARGES

The withdrawal charge, the administrative charges, and the mortality and expense
risk charge under the Contract may be reduced or eliminated when certain sales
or administration of the Contract result in savings or reduction of sales or
administrative expenses and/or mortality and expense risks. Any such reduction
will be based on the following: (1) the size and type of group to which sales
are to be made; (2) the total amount of purchase payments to be received; and
(3) any prior or existing relationship with the Company. There may be other
circumstances, of which the Company is not presently aware, which could result
in fewer sales expenses, administrative charges or mortality and expense risk
charges. For certain trusts, the Company may change the order in which purchase
payments and earnings are withdrawn in order to determine

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the withdrawal charge. In no event will reduction or elimination of the
withdrawal charge or the administrative charge be permitted where such reduction
or elimination will be unfairly discriminatory to any person.

FUNDING OPTION EXPENSES

The deductions from and expenses paid out of the assets of the various funding
options are summarized in the fee table and are described in the accompanying
prospectuses.

PREMIUM TAX

Certain state and local governments charge premium taxes ranging from 0% to 5%,
depending upon jurisdiction. The Company is responsible for paying these taxes
and will determine the method used to recover premium tax expenses incurred.
Where required, the Company will deduct any applicable premium taxes from the
contract value either upon death, surrender, annuitization, or at the time
purchase payments are made to the Contract, but no earlier than when the Company
has a tax liability under state law.

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

If there is any change in a law assessing taxes against the Company based upon
the premiums, contract gains or value of the contract, we reserve the right to
charge you proportionately for this tax.

OWNERSHIP PROVISIONS
- --------------------------------------------------------------------------------

TYPES OF OWNERSHIP

Contract Owner (you). The Contract belongs to the contract owner named in the
contract (on the Specifications page), or to any other person to whom the
Contract is subsequently assigned. An assignment of ownership or a collateral
assignment may be made only for nonqualified contracts. You have sole power
during the annuitant's lifetime to exercise any rights and to receive all
benefits given in the contract provided you have not named an irrevocable
beneficiary and provided the Contract is not assigned.

You receive all payments while the annuitant is alive unless you direct them to
an alternate recipient. An alternate recipient does not become the contract
owner.

Joint Owner. For nonqualified contracts only, joint owners may be named in a
written request before the Contract is in effect. Joint owners may independently
exercise transfers allowed under the Contract. All other rights of ownership
must be exercised by joint action. Joint owners own equal shares of any benefits
accruing or payments made to them. All rights of a joint owner end at death if
the other joint owner survives. The entire interest of the deceased joint owner
in the Contract will pass to the surviving joint owner.

Succeeding Owner. For nonqualified contracts only, if joint owners are not
named, the contract owner may name a succeeding owner in a written request. The
succeeding owner becomes the contract owner if living when the contract owner
dies. The succeeding owner has no interest in the Contract before then. The
contract owner may change or delete a succeeding owner by written request.

BENEFICIARY

The beneficiary is named by you in a written request. The beneficiary has the
right to receive any remaining contractual benefits upon the death of the
annuitant or the contract owner. If more than one beneficiary survives the
annuitant, the beneficiaries will share equally in benefits unless

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different shares are recorded with the Company by written request before the
death of the annuitant or contract owner.

With nonqualified contracts, the beneficiary named in the Contract may differ
from the designated beneficiary (for example, the joint owner or a contingent
annuitant). In such cases, the designated beneficiary receives the contract
(rather than the beneficiary) upon your death.

Unless an irrevocable beneficiary has been named, you have the right to change
any beneficiary by written request during the lifetime of the annuitant and
while the Contract continues.

ANNUITANT

The annuitant is designated in the contract (on the Specifications page), and is
the individual on whose life the maturity date and the amount of the monthly
annuity payments depend. The annuitant may not be changed after the Contract is
in effect.

For nonqualified contracts only, the contract owner may also name one individual
as a contingent annuitant by written request before the Contract becomes
effective. A contingent annuitant may not be changed, deleted or added to the
Contract after the Contract becomes effective.

TRANSFERS
- --------------------------------------------------------------------------------

At any time up to 30 days before the maturity date, you may transfer all or part
of the contract value between funding options. There are no charges or
restrictions on the amount or frequency of transfers currently; however, we
reserve the right to charge a fee for any transfer request, and to limit the
number of transfers to one in any six-month period. Since different funding
options have different expenses, a transfer of contract values from one funding
option to another could result in your investment becoming subject to higher or
lower expenses. After the maturity date, you may make transfers between funding
options only with our consent. For information regarding the transfer of funds
between the Fixed Account and variable funding options, please refer to Appendix
B.

DOLLAR COST AVERAGING

Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly or quarterly basis so that
more accumulation units are purchased in a funding option if the cost per unit
is low and less accumulation units are purchased if the cost per unit is high.
Therefore, a lower-than-average cost per unit may be achieved over the long run.

You may elect automated transfers through written request or other method
acceptable to the Company. (For Contracts issued in New York, the election must
be made in writing.) You must have a minimum total Contract Value of $5,000 to
enroll in the Dollar Cost Averaging program. The minimum total automated
transfer amount is $400.

You may establish automated transfers of Contract Values from the Fixed Account,
subject to certain restrictions. Automated transfers from the Fixed Account may
not deplete your Fixed Account Value in less than twelve months (six months
under certain special circumstances), from your enrollment in the Dollar Cost
Averaging program.

You may start or stop participation in the Dollar Cost Averaging program at any
time, but you must give the Company at least 30 days' notice to change any
automated transfer instructions that are currently in place. All provisions and
terms of the Contract apply to automated transfers, including provisions
relating to the transfer of money between funding options. We reserve the right
to suspend or modify transfer privileges at any time and to assess a processing
fee for this service.

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SURRENDERS AND REDEMPTIONS
- --------------------------------------------------------------------------------

Any time before the maturity date, you may redeem all or any portion of the cash
surrender value, that is, the contract value, less any withdrawal charge and any
premium tax not previously deducted. You must submit a written request
specifying the fixed or variable funding option(s) from which amounts are to be
withdrawn. The cash surrender value will be determined as of the close of
business after we receive your surrender request at the Home Office. The cash
surrender value may be more or less than the purchase payments made depending on
the contract value at the time of surrender.

We may defer payment of any cash surrender value for a period of not more than
seven days after the request is received, but it is our intent to pay as soon as
possible. We cannot process withdrawal requests that are not in good order. We
will contact you if there is a deficiency causing a delay and will advise what
is needed to act upon the withdrawal request.

SYSTEMATIC WITHDRAWALS

Before the maturity date, you may choose to withdraw a specified dollar amount
(at least $100) on a monthly, quarterly, semiannual or annual basis. Any
applicable withdrawal charges (in excess of the free withdrawal allowance) and
any applicable premium taxes will be deducted. To elect systematic withdrawals,
you must have a minimum contract value of $15,000. We will surrender
accumulation units from all funding options in which you have an interest,
unless you instruct us otherwise. You may begin or discontinue systematic
withdrawals at any time by notifying us in writing, but at least 30 days' notice
must be given to change any systematic withdrawal instructions that are
currently in place.

We reserve the right to discontinue offering systematic withdrawals or to assess
a processing fee for this service upon 30 days' written notice to contract
owners (where allowed by state law).

Each systematic withdrawal is subject to federal income taxes on the taxable
portion. In addition, a 10% federal penalty tax may be assessed on systematic
withdrawals if the contract owner is under age 59 1/2. You should consult with
your tax adviser regarding the tax consequences of systematic withdrawals.

LOANS

Loans may be available under your Contract. If available, all loan provisions
are described in your Contract or loan agreement.

DEATH BENEFIT
- --------------------------------------------------------------------------------

Before the maturity date, a death benefit is payable to the beneficiary when
either the annuitant, contract owner or the first of joint owners dies and there
is no contingent annuitant. Two different types of death benefits are available
under the Contract: a Standard Death Benefit and an Enhanced Death Benefit (the
Enhanced Death Benefit may not be available in all jurisdictions). The death
benefit is calculated at the close of the business day on which the Company's
Home Office receives due proof of death and written instructions on the
distribution of death benefit proceeds.

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DEATH PROCEEDS BEFORE THE MATURITY DATE

STANDARD DEATH BENEFIT. Under the standard death benefit, IF THE ANNUITANT DIES
BEFORE AGE 75 AND BEFORE THE MATURITY DATE, the Company will pay to the
beneficiary a death benefit in an amount equal to the greatest of (1), (2) or
(3) below, each reduced by any applicable premium tax or outstanding loans not
previously deducted:

1) the contract value;

2) the total purchase payments made under the Contract; or

3) the contract value on the latest fifth contract year anniversary
immediately preceding the date on which the Company receives due proof
of death.

IF THE ANNUITANT DIES ON OR AFTER AGE 75, BUT BEFORE AGE 85 (AGE 90 IN FLORIDA)
AND BEFORE THE MATURITY DATE, the Company will pay to the Beneficiary a death
benefit in an amount equal to the greatest of (1), (2) or (3) below, each
reduced by any applicable premium tax or prior loans not previously deducted:

1) the contract value;

2) the total purchase payments made under the Contract; or

3) the contract value on the latest fifth contract year anniversary
occurring on or before the annuitant's 75th birthday.

IF THE ANNUITANT DIES ON OR AFTER AGE 85 AND BEFORE THE MATURITY DATE, the
Company will pay to the beneficiary a death benefit in an amount equal to the
contract value, less any applicable premium tax or outstanding loans.

ENHANCED DEATH BENEFIT

IF THE ANNUITANT DIES BEFORE AGE 80 AND BEFORE THE MATURITY DATE, the Company
will pay to the beneficiary the greatest of (1), (2) or (3) below, each reduced
by any applicable premium tax or outstanding loans.

1) the contract value;

2) the Roll-Up Death Benefit Value (as described below) available at the
Death Report Date; or

3) the maximum of all Step-Up Death Benefit Values (as described below) in
effect on the Death Report Date.

IF THE ANNUITANT DIES ON OR AFTER AGE 80, BUT BEFORE AGE 90 AND BEFORE THE
MATURITY DATE, the Company will pay to the beneficiary the greatest of (1), (2)
or (3) below, each reduced by any applicable premium tax or outstanding loans as
of the Death Report Date:

1) the contract value;

2) the Roll-Up Death Benefit Value (as described below) available at the
annuitant's 80th birthday, plus any additional purchase payments and
less any Partial Surrender Reductions (as described below) which occur
after the annuitant's 80th birthday; or

3) the maximum of all Step-Up Death Benefit Values (as described below) in
effect on the Death Report Date which are associated with any contract
date anniversary occurring on or before the annuitant's 80th birthday.

IF THE ANNUITANT DIES ON OR AFTER AGE 90 AND BEFORE THE MATURITY DATE, the death
benefit payable as of the Death Report Date will be the Contract Value, less any
applicable premium tax or outstanding loans.

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<PAGE> 22

THE 5% ROLL-UP DEATH BENEFIT VALUE. On the contract date, the Roll-Up Death
Benefit Value is equal to the Purchase Payment. On each contract date
anniversary, the Roll-Up Death Benefit Value will be recalculated as follows:

a) the Roll-Up Death Benefit Value as of the previous contract date
anniversary;

b) plus any purchase payments during the previous contract year;

c) minus any Partial Surrender Reductions (as described below) during the
previous contract year;

d) the sum of (a) through (c) increased by 5% equals the new Roll-Up Death
Benefit Value.

On dates other than the contract date anniversary, the Roll-Up Death Benefit
Value equals:

a) the Roll-Up Death Benefit Value on the previous contract date
anniversary;

b) plus any Purchase Payments made since the previous contract date
anniversary;

c) minus any Partial Surrender Reductions (as described below) since the
previous contract date anniversary.

The maximum Roll-Up Death Benefit payable equals 200% of the difference between
all purchase payments and all Partial Surrender Reductions (as described below).

ANNUAL STEP-UP DEATH BENEFIT VALUE. A separate Step-Up Death Benefit Value will
be established on each anniversary of the contract date which occurs on or prior
to the Death Report Date and will initially equal the contract value on that
anniversary. After a Step-Up Death Benefit Value has been established, it will
be recalculated each time a Purchase Payment is made or a partial surrender is
taken until the Death Report Date. Step-Up Death Benefit Values will be
recalculated by increasing them by the amount of each applicable Purchase
Payment and by reducing them by a Partial Surrender Reduction (as described
below) for each applicable partial surrender. Recalculations of Step-Up Death
Benefit Values related to any Purchase Payments or any partial surrenders will
be made in the order that such Purchase Payments or partial surrenders occur.

THE PARTIAL SURRENDER REDUCTION referenced above is equal to (1) the amount of a
Death Benefit Value (Step-Up or Roll-Up) immediately prior to the reduction for
the partial surrender, multiplied by (2) the amount of the partial surrender
divided by the contract value immediately prior to the partial surrender.

NOTE: IF AN ANNUITANT WHO IS NOT ALSO AN OWNER OR A JOINT OWNER DIES PRIOR TO
THE MATURITY DATE while this Contract is in effect and while the contingent
annuitant is living:

1) the contract value will not be payable upon the annuitant's death;

2) the contingent annuitant becomes the annuitant; and

3) all other rights and benefits provided by this Contract will continue in
effect.

When a contingent annuitant becomes the annuitant, the maturity date remains the
same as previously in effect, unless otherwise provided.

ENHANCED DEATH BENEFIT FOR CONTRACTS ISSUED PRIOR TO JUNE 1, 1997 (SEE APPENDIX
C).

DEATH PROCEEDS AFTER THE MATURITY DATE

If the annuitant dies on or after the maturity date, the Company will pay the
beneficiary a death benefit consisting of any benefit remaining under the
annuity or income option then in effect.

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THE ANNUITY PERIOD
- --------------------------------------------------------------------------------

MATURITY DATE

Under the Contract, you can receive regular income payments (annuity payments).
You can choose the month and the year in which those payments begin (maturity
date). You can also choose among income plans (annuity or income options). While
the annuitant is alive, you can change your selection any time up to the
maturity date. Annuity or income payments will begin on the maturity date stated
in the Contract unless the Contract has been fully surrendered or the proceeds
have been paid to the beneficiary before that date. Annuity payments are a
series of periodic payments (a) for life; (b) for life with either a minimum
number of payments or a specific amount assured; or (c) for the joint lifetime
of the annuitant and another person, and thereafter during the lifetime of the
survivor. We may require proof that the annuitant is alive before annuity
payments are made.

Unless you elect otherwise, the maturity date will be the annuitant's 70th
birthday for qualified contracts, or, for nonqualified contracts, the
annuitant's 75th birthday or ten years after the effective date of the contract,
if later. (For Contracts issued in Florida, the maturity date elected may not be
later than the annuitant's 90th birthday.)

For nonqualified Contracts, at least 30 days before the original maturity date,
a contract owner may elect to extend the maturity date to any time prior to the
annuitant's 85th birthday or, for qualified Contracts, to a later date with the
Company's consent. Certain annuity options taken at the maturity date may be
used to meet the minimum required distribution requirements of federal tax law,
or a program of partial surrenders may be used instead. These mandatory
distribution requirements take effect generally upon the death of the contract
owner, or with qualified contracts upon the later of the April 1 following the
contract owner's attainment of age 70 1/2 or the year of retirement; or upon the
death of the contract owner. Independent tax advice should be sought regarding
the election of minimum required distributions.

ALLOCATION OF ANNUITY

When an annuity option is elected, it may be elected as a variable annuity, a
fixed annuity, or a combination of both. (Variable payouts may not be available
in all states. Refer to your contract.) If, at the time annuity payments begin,
no election has been made to the contrary, the cash surrender value shall be
applied to provide an annuity funded by the same funding options selected during
the accumulation period. At least 30 days prior to the maturity date, you may
transfer your contract value among the funding options in order to change the
basis on which annuity payments will be determined. (See "Transfers.")

VARIABLE ANNUITY

You may choose an annuity payout that fluctuates depending on the investment
experience of variable funding options. The number of annuity units credited to
the Contract is determined by dividing the first monthly annuity payment
attributable to each funding option by the corresponding annuity unit value as
of 14 days before the date annuity payments begin. The number of annuity units
(but not their value) remains fixed during the annuity period.

DETERMINATION OF FIRST ANNUITY PAYMENT. The Contract contains tables used to
determine the first monthly annuity payment. The amount applied to effect an
annuity will be the cash surrender value as of 14 days before the date annuity
payments begin less any applicable premium taxes not previously deducted.

The amount of the first monthly payment depends on the annuity option elected. A
formula for determining the adjusted age is contained in the Contract. The total
first monthly annuity payment is determined by multiplying the benefit per
$1,000 of value shown in the tables of the Contract by the number of thousands
of dollars of value of the Contract applied to that annuity option. The

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<PAGE> 24

Company reserves the right to require satisfactory proof of age of any person on
whose life annuity payments are based before making the first payment under any
of the settlement options.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of
the second and subsequent annuity payments is not predetermined and may change
from month to month based on the investment experience of the applicable funding
option. The total amount of each annuity payment will be equal to the sum of the
basic payments in each funding option. The actual amounts of these payments are
determined by multiplying the number of annuity units credited to each funding
option by the corresponding annuity unit value as of the date 14 days before
payment is due.

FIXED ANNUITY

You may choose a fixed annuity that provides payments which do not vary during
the annuity period. We will calculate the dollar amount of the first fixed
annuity payment as described under "Variable Annuity" above. If it would produce
a larger payment, the first fixed annuity payment will be determined using the
Life Annuity Tables in effect on the maturity date.

PAYMENT OPTIONS
- --------------------------------------------------------------------------------

ELECTION OF OPTIONS

While the annuitant is alive, you can change your annuity or income option
selection any time up to the maturity date. Income options differ from annuity
options in that the amount of the payments made under income options are not
based upon the life of any person. Therefore, the annuitant may outlive the
payment period. Once annuity or income payments have begun, no further elections
are allowed.

During the annuitant's lifetime, if you do not elect otherwise before the
maturity date, we will pay you (or another designated payee) the first of a
series of monthly annuity payments based on the life of the annuitant, in
accordance with Annuity Option 2 (Life Annuity with 120 monthly payments
assured). For certain qualified contracts, Annuity Option 4 (Joint and Last
Survivor joint Life Annuity -- Annuity Reduced on Death of Primary Payee) will
be the automatic option as described in the contract.

The minimum amount that can be placed under an annuity or income option will be
$2,000 unless we agree to a lesser amount. If any monthly periodic payment due
is less than $100, the Company reserves the right to make payments at less
frequent intervals, or to pay the cash surrender value in a lump sum.

The amount applied to effect an annuity or income option will be the cash
surrender value as of the date payments begin, less any applicable premium taxes
not previously deducted. The cash surrender value used to determine the amount
of any such payment will be determined on the same basis as the cash surrender
value during the accumulation period, including the deduction for mortality and
expense risks and the administrative expense charge.

On the maturity date, we will pay the amount due under the Contract in one lump
sum (except in Florida, where this is not permitted), or in accordance with the
payment option that you select. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
annuitant must be made by the contract owner.

ANNUITY OPTIONS

Subject to the conditions described in "Election of Options" above, all or any
part of the cash surrender value of the Contract may be paid under one or more
of the following annuity options.

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<PAGE> 25

Payments under the annuity options may be elected on a monthly, quarterly,
semiannual or annual basis.

Option 1 -- Life Annuity -- No Refund. The Company will make annuity payments
during the lifetime of the annuitant, terminating with the last payment
preceding death. This option offers the maximum periodic payment, since there is
no assurance of a minimum number of payments or provision for a death benefit
for beneficiaries.

Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The
Company will make monthly annuity payments during the lifetime of the annuitant,
with the agreement that if, at the death of that person, payments have been made
for less than 120, 180 or 240 months, as elected, payments will be continued
during the remainder of the period to the beneficiary.

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make annuity payments during the joint lifetime of the two persons on whose
lives payments are based, and during the lifetime of the survivor. No further
payments will be made following the death of the survivor.

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of
Primary Payee. The Company will make annuity payments during the lifetime of the
annuitant and a second person. One will be designated as the primary payee, the
other will be designated as the secondary payee. On the death of the secondary
payee, the Company will continue to make annuity payments to the primary payee
in the same amount that would have been payable during the joint lifetime of the
two persons. On the death of the primary payee, the Company will continue to
make annuity payments to the secondary payee in an amount equal to 50% of the
payments which would have been made during the lifetime of the primary payee. No
further payments will be made once both payees have died.

Option 5 -- Other Annuity Options. The Company will make any other arrangements
for annuity payments as may be mutually agreed upon.

INCOME OPTIONS

Instead of one of the annuity options described above, and subject to the
conditions described under "Election of Options," all or part of the Contract's
cash surrender value (or, if required by state law, contract value) may be paid
under one or more of the following income options, provided that they are
consistent with federal tax law qualification requirements. Payments under the
income options may be elected on a monthly, quarterly, semiannual or annual
basis:

Option 1 -- Payments of a Fixed Amount. The Company will make equal payments of
the amount elected until the cash surrender value applied under this option has
been exhausted. The first payment and all later payments will be paid from each
funding option or the Fixed Account in proportion to the cash surrender value
attributable to each funding option and/or Fixed Account. The final payment will
include any amount insufficient to make another full payment.

Option 2 -- Payments for a Fixed Period. The Company will make payments for the
period selected. The amount of each payment will be equal to the remaining cash
surrender value applied under this option divided by the number of remaining
payments.

Option 3 -- Other Income Options. The Company will make any other arrangements
for Income Payments as may be mutually agreed upon.

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MISCELLANEOUS CONTRACT PROVISIONS
- --------------------------------------------------------------------------------

RIGHT TO RETURN

You may return the Contract for a full refund of the contract value (including
charges) within twenty days after you receive it (the "right to return period").
You bear the investment risk during the right to return period; therefore, the
contract value returned may be greater or less than your purchase payment. If
the Contract is purchased as an Individual Retirement Annuity and is returned
within the first seven days after delivery, your purchase payment will be
refunded in full; during the remainder of the right to return period, the
contract value (including charges) will be refunded. The contract value will be
determined following the close of the business day on which we receive a written
request for a refund. Where state law requires a longer period, or the return of
purchase payments or other variation of this provision, the Company will comply.
Refer to your contract for any state-specific information.

TERMINATION

No purchase payments after the first are required to keep the Contract in
effect. However, the Company reserves the right to terminate the Contract on any
business day if the contract value as of that date is less than $1,000 and no
purchase payments have been made for at least two years, unless otherwise
specified by state law. Termination will not occur until 31 days after the
Company has mailed notice of termination to the contract owner at his or her
last known address and to any assignee of record. If the Contract is terminated,
the Company will pay to the contract owner the cash surrender value (contract
value, in the states that so require), less any applicable administrative charge
or premium tax.

REQUIRED REPORTS

As often as required by law, but at least once in each contract year before the
due date of the first annuity payment, we will furnish a report showing the
number of accumulation units credited to the Contract and the corresponding
accumulation unit value(s) as of the date of the report for each funding option
to which the contract owner has allocated amounts during the applicable period.
The Company will keep all records required under federal or state laws.

SUSPENSION OF PAYMENTS

The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
("Exchange") is closed; (2) when trading on the Exchange is restricted; (3) when
an emergency exists as determined by the SEC so the sale of securities held in
the Separate Account may not reasonably occur or so that the Company may not
reasonably determine the value of the Separate Account's net assets; or (4)
during any other period when the SEC, by order, so permits for the protection of
security holders.

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

We may permit contract owners to transfer their contract values into other
annuities offered by us or our affiliated insurance companies under rules then
in effect.

THE SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

The Travelers Fund BD for Variable Annuities ("Fund BD") was established on
October 22, 1993 and is registered with the SEC as a unit investment trust
("Separate Account") under the

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Investment Company Act of 1940, as amended (the "1940 Act"). The assets of Fund
BD will be invested exclusively in the shares of the variable funding options.

The assets of Fund BD are held for the exclusive benefit of the owners of this
Separate Account, according to the laws of Connecticut. Income, gains and
losses, whether or not realized, from assets allocated to Fund BD are, in
accordance with the Contracts, credited to or charged against Fund BD without
regard to other income, gains and losses of the Company. The assets held by Fund
BD are not chargeable with liabilities arising out of any other business which
the Company may conduct. Obligations under the Contract are obligations of the
Company.

All investment income and other distributions of the funding options are payable
to Fund BD. All such income and/or distributions are reinvested in shares of the
respective funding options at net asset value. Shares of the funding options are
currently sold only to life insurance company separate accounts to fund variable
annuity and variable life insurance contracts.

MIXED AND SHARED FUNDING

It is conceivable that in the future it may be disadvantageous for both variable
annuity and variable life insurance separate accounts, or for variable separate
accounts of different insurance companies, to invest simultaneously in the same
portfolios (called "mixed" and "shared" funding). Currently neither the
insurance companies nor the portfolios foresee any such disadvantages to the
companies or to variable contract owners. Each portfolio's board of trustees,
directors or managers intends to monitor events in order to identify any
material conflicts between such policy owners and to determine what action, if
any, should be taken in response thereto.

PERFORMANCE INFORMATION

From time to time, we may advertise different types of historical performance
for the Contract's funding options. We may advertise the "standardized average
annual total returns" of the funding option, calculated in a manner prescribed
by the SEC, as well as the "non-standardized total returns," as described below.
Specific examples of the performance information appear in the SAI.

STANDARDIZED METHOD. Quotations of average annual total returns are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the funding option, and then related to ending redeemable values over
one-, five-, and ten-year periods, or for a period covering the time during
which the funding option has been in existence, if less. These quotations
reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). The deduction for the annual
administrative charge ($30) is converted to a percentage of assets based on the
actual fee collected (or anticipated to be collected, if a new product), divided
by the average net assets for Contracts sold (or anticipated to be sold). Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be calculated in a
similar manner based on the performance of the funding options over a period of
time, usually for the calendar year-to-date, and for the past one-, three-,
five- and ten-year periods. Nonstandardized total returns will not reflect the
deduction of the $30 annual contract administrative charge, which, if reflected,
would decrease the level of performance shown. The withdrawal charge is not
reflected because the Contract is designed for long-term investment.

For underlying funds that were in existence prior to the date they became
available under the Separate Account, the standardized average annual total
return quotations may be accompanied by returns showing the investment
performance that such underlying funds would have achieved (reduced by the
applicable charges) had they been held under the Contract for the period quoted.
The total return quotations are based upon historical earnings and are not
necessarily representative of future performance.

21
<PAGE> 28

GENERAL. Within the guidelines prescribed by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), performance information may be
quoted numerically or may be presented in a table, graph or other illustration.
Advertisements may include data comparing performance to well-known indices of
market performance (including, but not limited to, the Dow Jones Industrial
Average, the Standard & Poor's (S&P) 500 Index and the S&P 400 Index, the Lehman
Brothers Long T-Bond Index, the Russell 1000, 2000 and 3000 Indices, the Value
Line Index, and the Morgan Stanley Capital International's EAFE Index).
Advertisements may also include published editorial comments and performance
rankings compiled by independent organizations (including, but not limited to,
Lipper Analytical Services, Inc. and Morningstar, Inc.) and publications that
monitor the performance of the Separate Account and the variable funding
options.

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

The following description of the federal income tax consequences under this
Contract is not exhaustive and is not intended to cover all situations and is
not meant to provide tax advice. Because of the complexity of the law and the
fact that the tax results will vary depending on many factors, you should
consult your tax advisor regarding your personal situation. For your
information, a more detailed discussion is contained in the SAI.

GENERAL TAXATION OF ANNUITIES

Congress has recognized the value of saving for retirement by providing certain
tax benefits, in the form of tax deferral, for money put into an annuity. The
Internal Revenue Code (Code) governs how this money is ultimately taxed,
depending upon the type of contract, qualified or non-qualified, and the manner
in which the money is distributed, as briefly described below.

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

If you purchase an annuity contract with proceeds of an eligible rollover
distribution from any pension plan, specially sponsored program, or individual
retirement annuity (IRA) with pre-tax dollars, your contract is referred to as a
qualified contract. Some examples of qualified contracts are: IRAs, 403(b)
annuities, pension and profit-sharing plans (including 401(k) plans), and Keogh
Plans and certain other qualified deferred compensation plans. If you purchase
the contract on an individual basis with after-tax dollars and not under one of
the programs described above, your contract is referred to as nonqualified.

NONQUALIFIED ANNUITY CONTRACTS

As the owner of a nonqualified annuity, you do not receive any tax benefit
(deduction or deferral of income) on purchase payments, but you will not be
taxed on increases in the value of your contract until a distribution
occurs -- either as a withdrawal (distribution made prior to the maturity date),
or as annuity payments. When a withdrawal is made, you are taxed on the amount
of the withdrawal that is considered earnings. Similarly, when you receive an
annuity payment, part of each payment is considered a return of your purchase
payments and will not be taxed. The remaining portion of the annuity payment
(i.e., any earnings) will be considered ordinary income for tax purposes.

If a nonqualified annuity is owned by other than an individual, however, (e.g.,
by a corporation), increases in the value of the contract attributable to
purchase payments made after February 28, 1986 are includable in income
annually. Furthermore, for contracts issued after April 22, 1987, if you
transfer the contract without adequate consideration, all deferred increases in
value will be includable in your income at the time of the transfer.

22
<PAGE> 29

If you make a partial withdrawal, this money will generally be taxed as first
coming from earnings, (income in the contract), and then from your purchase
payments. These withdrawn earnings are includable in your income. (See "Penalty
Tax for Premature Distributions" below). There is income in the contract to the
extent the cash value exceeds your investment in the contract. The investment in
the contract equals the total purchase payments you paid less any amount
received previously which was excludable from gross income. Any direct or
indirect borrowing against the value of the contract or pledging of the contract
as security for a loan will be treated as a cash distribution under the tax law.

Federal tax law requires that nonqualified annuity contracts meet minimum
mandatory distribution requirements upon the death of the contract owner,
including the first of joint owners. If these requirements are not met, the
surviving joint owner, or the beneficiary, will have to pay taxes prior to
distribution. The distribution required depends, among other things, upon
whether an annuity option is elected or whether the new contract owner is the
surviving spouse. We will administer Contracts in accordance with these rules
and we will notify you when you should begin receiving payments.

QUALIFIED ANNUITY CONTRACTS

Under a qualified annuity, since amounts paid into the contract have not yet
been taxed, the full amount of all distributions, including lump-sum withdrawals
and annuity payments, are taxed at the ordinary income tax rates, unless the
distribution is transferred to an eligible rollover account or contract. The
Contract is available as a vehicle for IRA rollovers and for other qualified
contracts. There are special rules which govern the taxation of qualified
contracts, including requirements for mandatory distributions and contribution
limits. We have provided a more complete discussion in the SAI.

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

Taxable distributions taken before the contract owner has reached the age of
59 1/2 will be subject to a 10% additional tax penalty unless the distribution
is taken in a series of periodic distributions, for life or life expectancy, or
unless the distribution follows the death or disability of the contract owner.
Other exceptions may be available in certain tax-qualified plans.

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

The Code requires that any nonqualified variable annuity contracts based on a
separate account shall not be treated as an annuity for any period if
investments made in the account are not adequately diversified. Final tax
regulations define how separate accounts must be diversified. The Company
monitors the diversification of investments constantly and believes that its
accounts are adequately diversified. The consequence of any failure is
essentially the loss to the Contract Owner of tax deferred treatment. The
Company intends to administer all contracts subject to this provision of law in
a manner that will maintain adequate diversification.

OWNERSHIP OF THE INVESTMENTS

Assets in the separate accounts, also referred to as segregated asset accounts
must be owned by the Company and not by the Contract Owner for federal income
tax purposes. Otherwise, the deferral of taxes is lost and income and gains from
the accounts would be includible annually in the Contract Owner's gross income.

The Internal Revenue Service has stated in published rulings that a variable
contract owner will be considered the owner of the assets of a segregated asset
account if the owner possesses an incident of ownership in those assets, such as
the ability to exercise investment control over the assets. The Treasury
Department announced, in connection with the issuance of temporary regulations
concerning investment diversification, that those regulations "do not provide
guidance

23
<PAGE> 30

concerning the circumstances in which investor control of the investments of a
segregated asset account may cause the investor, rather than the insurance
company, to be treated as the owner of the assets of the account." This
announcement, dated September 15, 1986, also stated that the guidance would be
issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular subaccounts [of a segregated asset
account] without being treated as owners of the underlying assets." As of the
date of this prospectus, no such guidance has been issued.

The Company does not know if such guidance will be issued, or if it is, what
standards it may set. Furthermore, the Company does not know if such guidance
may be issued with retroactive effect. New regulations are generally issued with
a prospective-only effect as to future sales or as to future voluntary
transactions in existing contracts. The Company therefore reserves the right to
modify the contract as necessary to attempt to prevent Contract Owners from
being considered the owner of the assets of the separate account.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

Federal tax law requires that minimum annual distributions begin by April 1st of
the calendar year following the calendar year in which an IRA owner attains age
70 1/2. Participants in qualified plans and 403(b) annuities may defer minimum
distributions until the later of April 1st of the calendar year following the
calendar year in which they attain age 70 1/2 or the year of retirement.
Distributions must begin or be continued according to required patterns
following the death of the contract owner or annuitant of both qualified and
nonqualified annuities.

OTHER INFORMATION
- --------------------------------------------------------------------------------

THE INSURANCE COMPANY

The Travelers Insurance Company (the "Company") is a stock insurance company
chartered in 1864 in the State of Connecticut and continuously engaged in the
insurance business since that time. The Company is licensed to conduct a life
insurance business in all states of the United States, the District of Columbia,
Puerto Rico, Guam, the U.S. and British Virgin Islands, and the Bahamas. The
Company is an indirect wholly owned subsidiary of Travelers Group Inc., a
financial services holding company. The Company's Home Office is located at One
Tower Square, Hartford, Connecticut 06183.

IMSA

The Company is a member of the Insurance Marketplace Standards Association
("IMSA"), and as such may use the IMSA logo and IMSA membership in its
advertisements. Companies that belong to IMSA subscribe to a set of ethical
standards covering the various aspects of sales and service for individually
sold life insurance and annuities. IMSA members have adopted policies and
procedures that demonstrate a commitment to honesty, fairness and integrity in
all customer contracts involving the sale and service of individual life
insurance and annuity products.

YEAR 2000 COMPLIANCE

Generally, computer programs were designed without considering the impact of the
upcoming change in the century. As a result, software and computer systems may
need to be upgraded or replaced in order to comply with "Year 2000"
requirements. If not corrected, these computer applications could fail or create
erroneous results by or at the Year 2000. The business, financial condition, and
results of operations of a company could be materially and adversely affected by
the failure of its systems and applications (or those either provided or
operated by third-parties) to properly operate or manage dates beyond the year
1999.

24
<PAGE> 31

The Company has investigated the nature and extent of the work required for our
computer systems to process beyond the turn of the century, and has made
progress toward achieving this goal, including upgrading and/or replacing
existing systems. We are confirming with our service providers that they are
also in the process of replacing or modifying their systems with the same goal.
We expect that our principal systems will be Year 2000 compliant by early 1999.
While these efforts involve substantial costs, we closely monitor associated
costs and continue to evaluate associated risks based on actual expenses. While
it is likely that these efforts will be successful, if necessary modifications
and conversions are not completed in a timely manner, the Year 2000 requirements
could have a material adverse effect on certain operations of the Company.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who represent the Company, and who are
licensed registered representatives of the Company or certain other registered
broker-dealers. Such sales representatives may receive compensation of up to 7%
of the payments made under the Contracts.

From time to time the Company may pay or permit other promotional incentives, in
cash, credit or other compensation.

Any sales representative or employee will have been qualified to sell Variable
Annuities under applicable federal and state laws. Each broker-dealer is
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934, and all are members of the National Association of
Securities Dealers, Inc. Tower Square Securities, Inc., an affiliate of the
Company, is the principal underwriter for the Contracts; however, it is
currently anticipated that Travelers Distribution Company, an affiliated
broker-dealer, may become the principal underwriter for the Contracts during
1998.

CONFORMITY WITH STATE AND FEDERAL LAWS

The Contract is governed by the laws of the state in which it is delivered. Any
paid-up annuity, cash surrender value or death benefits that are available under
the Contract are not less than the minimum benefits required by the statutes of
the state in which the Contract is delivered. We reserve the right to make any
changes, including retroactive changes, in the Contract to the extent that the
change is required to meet the requirements of any law or regulation issued by
any governmental agency to which the company, the Contract or the contract owner
is subject.

VOTING RIGHTS

The Company is the legal owner of the shares of the funding options. However, we
believe that when a funding option solicits proxies in conjunction with a vote
of shareholders we are required to obtain from you and from other owners
instructions on how to vote those shares. When we receive those instructions, we
will vote all of the shares we own in proportion to those instructions. This
will also include any shares we own on our own behalf. Should we determine that
we are no longer required to comply with the above, we will vote on the shares
in our own right.

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the separate account.
There is one material pending legal proceeding, other than ordinary routine
litigation incidental to the business, to which the Company is a party. In March
1997, a purported class action entitled Patterman v. The Travelers, Inc. was
commenced in the Superior Court of Richmond County, Georgia, alleging, among
other things, violations of the Georgia RICO statute and other state laws by an
affiliate of the Company, Primerica Financial Services, Inc. and certain of its
affiliates. Plaintiffs seek unspecified compensatory and punitive damages and
other relief. In April 1997, the lawsuit was

25
<PAGE> 32

removed to the U.S. District Court for the Southern District of Georgia, and in
October, 1997, the lawsuit was remanded to the Superior Court of Richmond
County. Later in October 1997, the defendants, including the Company, answered
the complaint, denied liability and asserted numerous affirmative defenses. In
February 1998, the Superior Court of Richmond County transferred the lawsuit to
the Superior Court of Gwinnett County, Georgia, and certified the transfer order
for immediate appellate review. Also in February 1998, plaintiffs served an
application for appellate review of the transfer order; defendants subsequently
opposed that application; and later in February 1998, the Court of Appeals of
the State of Georgia granted plaintiffs' application for appellate review.
Pending appeal proceedings in the trial court have been stayed. The Company
intends to vigorously contest the litigation.

Legal matters in connection with the federal laws and regulations affecting the
issue and sale of the Contract described in this Prospectus, as well as the
organization of the Company, its authority to issue variable annuity contracts
under Connecticut law and the validity of the forms of the variable annuity
contracts under Connecticut law, have been passed on by the General Counsel of
the Company.

26
<PAGE> 33

APPENDIX A
- --------------------------------------------------------------------------------

CONDENSED FINANCIAL INFORMATION
THE TRAVELERS FUND BD FOR VARIABLE ANNUITIES
ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 2, 1994
YEAR ENDED YEAR ENDED YEAR ENDED (EFFECTIVE DATE)
DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995 DE1994ER
STANDARD ENHANCED STANDARD ENHANCED STANDARD ENHANCED STANDARD ENHANCED
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TRAVELERS SERIES FUND INC.
ALLIANCE GROWTH PORTFOLIO (6/94)*
Unit Value at beginning of period $ 1.785 $ 1.772 $ 1.396 $ 1.390 $ 1.047 $ 1.046 $1.000 $1.000
Unit Value at end of period 2.276 2.254 1.785 1.772 1.396 1.390 1.047 1.046
Number of units outstanding at end of
period (thousands) 144,307 30,063 123,294 27,251 79,334 20,571 16,522 7,338
VAN KAMPEN AMERICAN CAPITAL ENTERPRISE
PORTFOLIO (6/94)*
Unit Value at beginning of period $ 1.655 $ 1.643 $ 1.362 $ 1.356 $ 1.039 $ 1.037 $1.000 $1.000
Unit Value at end of period 2.103 2.083 1.655 1.643 1.362 1.356 1.039 1.037
Number of units outstanding at end of
period (thousands) 55,871 13,032 45,338 10,652 26,473 6,569 2,941 1,618
TBC MANAGED INCOME PORTFOLIO (6/94)*
Unit Value at beginning of period $ 1.163 $ 1.154 $ 1.142 $ 1.137 $ 0.997 $ 0.995 $1.000 $1.000
Unit Value at end of period 1.261 1.248 1.163 1.154 1.142 1.137 0.997 0.995
Number of units outstanding at end of
period (thousands) 17,887 3,091 15,376 2,502 11,294 1,783 2,849 980
G.T. GLOBAL STRATEGIC INCOME PORTFOLIO
(6/94)*
Unit Value at beginning of period $ 1.316 $ 1.306 $ 1.121 $ 1.116 $ 0.945 $ 0.944 $1.000 $1.000
Unit Value at end of period 1.397 1.383 1.316 1.306 1.121 1.116 0.945 0.944
Number of units outstanding at end of
period (thousands) 12,834 2,883 11,505 2,795 6,840 2,180 2,400 1,063
SMITH BARNEY HIGH INCOME PORTFOLIO (6/94)*
Unit Value at beginning of period $ 1.300 $ 1.291 $ 1.162 $ 1.157 $ 0.988 $ 0.986 $1.000 $1.000
Unit Value at end of period 1.463 1.448 1.300 1.291 1.162 1.157 0.988 0.986
Number of units outstanding at end of
period (thousands) 42,964 8,927 33,737 6,932 20,136 3,772 3,105 1,162
SMITH BARNEY INTERNATIONAL EQUITY
PORTFOLIO (6/94)*
Unit Value at beginning of period $ 1.222 $ 1.213 $ 1.050 $ 1.046 $ 0.955 $ 0.954 $1.000 $1.000
Unit Value at end of period 1.240 1.228 1.222 1.213 1.050 1.046 0.955 0.954
Number of units outstanding at end of
period (thousands) 87,411 18,731 77,554 16,662 47,317 12,187 14,141 5,898
SMITH BARNEY LARGE CAP VALUE PORTFOLIO
(6/94)* (formerly Smith Barney Income
and Growth)
Unit Value at beginning of period $ 1.528 $ 1.517 $ 1.291 $ 1.285 $ 0.981 $ 0.980 $1.000 $1.000
Unit Value at end of period 1.913 1.894 1.528 1.517 1.291 1.285 0.981 0.980
Number of units outstanding at end of
period (thousands) 71,149 15,383 57,479 12,170 31,343 7,140 6,654 3,015
SMITH BARNEY MONEY MARKET PORTFOLIO
(6/94)*
Unit Value at beginning of period $ 1.098 $ 1.090 $ 1.058 $ 1.054 $ 1.016 $ 1.014 $1.000 $1.000
Unit Value at end of period 1.140 1.129 1.098 1.090 1.058 1.054 1.016 1.014
Number of units outstanding at end of
period (thousands) 38,097 8,619 49,672 10,176 36,637 9,063 7,171 3,748
PUTNAM DIVERSIFIED INCOME PORTFOLIO
(6/94)*
Unit Value at beginning of period $ 1.252 $ 1.243 $ 1.170 $ 1.165 $ 1.009 $ 1.007 $1.000 $1.000
Unit Value at end of period 1.332 1.319 1.252 1.243 1.170 1.165 1.009 1.007
Number of units outstanding at end of
period (thousands) 51,769 12,724 43,898 11,789 26,078 8,650 5,803 3,683
SMITH BARNEY PACIFIC BASIN PORTFOLIO
(6/94)*
Unit Value at beginning of period $ 0.983 $ 0.977 $ 0.910 $ 0.906 $ 0.899 $ 0.898 $1.000 $1.000
Unit Value at end of period 0.700 0.693 0.983 0.977 0.910 0.906 0.899 0.898
Number of units outstanding at end of
period (thousands) 10,584 3,228 10,513 3,487 6,024 2,351 1,842 978
</TABLE>

27
<PAGE> 34

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 2, 1994
YEAR ENDED YEAR ENDED YEAR ENDED (EFFECTIVE DATE)
DECEMBER 31, 1997 DECEMBER 31, 1996 DECEMBER 31, 1995 DE1994ER
STANDARD ENHANCED STANDARD ENHANCED STANDARD ENHANCED STANDARD ENHANCED
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MFS TOTAL RETURN PORTFOLIO (6/94)*
Unit Value at beginning of period $ 1.376 $ 1.366 $ 1.216 $ 1.211 $ 0.979 $ 0.977 $1.000 $1.000
Unit Value at end of period 1.648 1.632 1.376 1.366 1.216 1.211 0.979 0.977
Number of units outstanding at end of
period (thousands) 83,829 17,373 68,236 14,690 41,813 9,473 9,099 3,479
AIM CAPITAL APPRECIATION PORTFOLIO (6/94)*
Unit Value at beginning of period $ 1.088 $ 1.084 $ 0.958 $ 0.957 $ 1.000 $ 1.000 $ -- $ --
Unit Value at end of period 1.206 1.198 1.088 1.084 0.958 0.957 -- --
Number of units outstanding at end of
period (thousands) 91,234 15,591 71,085 12,862 20,366 5,394 -- --
GREENWICH STREET SERIES FUND:
TOTAL RETURN PORTFOLIO (11/94)*
Unit Value at beginning of period $ 1.550 $ 1.541 $ 1.251 $ 1.247 $ 1.010 $ 1.010 $1.000 $1.000
Unit Value at end of period 1.790 1.775 1.550 1.541 1.251 1.247 1.010 1.010
Number of units outstanding at end of
period (thousands) 75,812 11,853 58,898 9,169 32,564 4,874 1,109 277
TRAVELERS SERIES TRUST:
MFS EMERGING GROWTH PORTFOLIO (11/96)*
Unit Value at beginning of period $ 1.005 $ 1.005 $ 1.000 $ 1.000 $ -- $ -- $ -- $ --
Unit Value at end of period 1.204 1.200 1.005 1.005 -- -- -- --
Number of units outstanding at end of
period (thousands) 19,166 4,600 4,790 780 -- -- -- --
SMITH BARNEY CONCERT ALLOCATION SERIES
INC.:
SELECT HIGH GROWTH PORTFOLIO** (3/97)*
Unit Value at beginning of period $ 1.000 $ 1.000 $ -- $ -- $ -- $ -- $ -- $ --
Unit Value at end of period 1.090 1.087 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands) 603 231 -- -- -- -- -- --
SELECT GROWTH PORTFOLIO (3/97)*
Unit Value at beginning of period $ 0.995 $ 0.995 $ -- $ -- $ -- $ -- $ -- $ --
Unit Value at end of period 1.099 1.097 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands) 2,262 1,403 -- -- -- -- -- --
SELECT BALANCED PORTFOLIO (3/97)*
Unit Value at beginning of period $ 1.000 $ 1.000 $ -- $ -- $ -- $ -- $ -- $ --
Unit Value at end of period 1.093 1.091 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands) 3,115 778 -- -- -- -- -- --
SELECT CONSERVATIVE PORTFOLIO** (3/97)*
Unit Value at beginning of period $ 1.000 $ 1.000 $ -- $ -- $ -- $ -- $ -- $ --
Unit Value at end of period 1.108 1.105 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands) 640 188 -- -- -- -- -- --
SELECT INCOME PORTFOLIO** (3/97)*
Unit Value at beginning of period $ 1.000 $ 1.000 $ -- $ -- $ -- $ -- $ -- $ --
Unit Value at end of period 1.106 1.104 -- -- -- -- -- --
Number of units outstanding at end of
period (thousands) 425 279 -- -- -- -- -- --
</TABLE>

* Reflects date money was first applied to this funding option through the
Separate Account. Condensed financial information is shown as of this date.

** Not available to new Contract Owners after May 1,1998, in most States.

The financial statements of Fund BD are contained in the Annual Report to
Contract Owners, which is incorporated by reference in the Statement of
Additional Information. The consolidated financial statements of The Travelers
Insurance Company and Subsidiaries are contained in the Statement of Additional
Information.

Funding options not listed above were not yet available through the Separate
Account as of December 31, 1997.

28
<PAGE> 35

APPENDIX B
- --------------------------------------------------------------------------------

THE FIXED ACCOUNT

The Fixed Account is secured by part of the general assets of the Company. The
general assets of the Company include all assets of the Company other than those
held in Fund BD or any other separate account sponsored by the Company or its
affiliates.

The staff of the SEC does not generally review the disclosure in the prospectus
relating to the Fixed Account. Disclosure regarding the Fixed Account and the
general account may, however, be subject to certain provisions of the federal
securities laws relating to the accuracy and completeness of statements made in
the prospectus.

Under the Fixed Account, the Company assumes the risk of investment gain or
loss, guarantees a specified interest rate, and guarantees a specified periodic
annuity payment. The investment gain or loss of Fund BD or any of the funding
options does not affect the Fixed Account portion of the contract owner's
contract value, or the dollar amount of fixed annuity payments made under any
payout option.

We guarantee that, at any time, the Fixed Account contract value will not be
less than the amount of the purchase payments allocated to the Fixed Account,
plus interest credited, less any applicable premium taxes or prior surrenders.
If the contract owner effects a surrender, the amount available from the Fixed
Account will be reduced by any applicable withdrawal charge as described under
"Charges and Deductions" in this prospectus.

Purchase payments allocated to the Fixed Account and any transfers made to the
Fixed Account become part of the Company's general account which supports
insurance and annuity obligations. Neither the general account nor any interest
therein is registered under, nor subject to the provisions of the Securities Act
of 1933 or Investment Company Act of 1940. We will invest the assets of the
Fixed Account at our discretion. Investment income from such Fixed Account
assets will be allocated to us and to the Contracts participating in the Fixed
Account.

Investment income from the Fixed Account allocated to us includes compensation
for mortality and expense risks borne by us in connection with Fixed Account
Contracts. The amount of such investment income allocated to the Contracts will
vary from year to year in our sole discretion at such rate or rates as the
Company prospectively declares from time to time.

The initial rate for any allocations into the Fixed Account is guaranteed for
one year from the date of such allocation. Subsequent renewal rates will be
guaranteed for the calendar quarter. We also guarantee that for the life of the
Contract we will credit interest at not less than 3% per year. Any interest
credited to amounts allocated to the Fixed Account in excess of 3% per year will
be determined in our sole discretion. You assume the risk that interest credited
to the Fixed Account may not exceed the minimum guarantee of 3% for any given
year.

TRANSFERS

You may make transfers from the Fixed Account to any other available variable
funding option(s) twice a year during the 30 days following the semiannual
anniversary of the Contract effective date. The transfers are limited to an
amount of up to 15% of the Fixed Account Value on the semiannual Contract
effective date anniversary. (This restriction does not apply to transfers from
the Dollar Cost Averaging Program.) Amounts previously transferred from the
Fixed Account to other funding options may not be transferred back to the Fixed
Account for a period of at least 6 months from the date of transfer. We reserve
the right to waive either of these restrictions.

Automated transfers from the Fixed Account to any of the funding options may
begin at any time. Automated transfers from the Fixed Account may not deplete
your Fixed Account value in a period of less than twelve months from your
enrollment in the Dollar Cost Averaging program.

29
<PAGE> 36

APPENDIX C
- --------------------------------------------------------------------------------

ENHANCED DEATH BENEFIT FOR CONTRACTS ISSUED BEFORE JUNE 1, 1997. Under the
enhanced death benefit, IF THE ANNUITANT DIES BEFORE AGE 75 AND BEFORE THE
MATURITY DATE, the Company will pay to the beneficiary a death benefit equal to
the greater of (1) the guaranteed death benefit, or (2) the contract value less
any applicable premium tax or outstanding loans.

The guaranteed death benefit is equal to the purchase payments made to the
Contract (minus surrenders and applicable premium tax) increased by 5% on each
contract date anniversary, but not beyond the contract date anniversary
following the annuitant's 75th birthday, with a maximum guaranteed death benefit
of 200% of the total of purchase payments minus surrenders and outstanding loans
and minus applicable premium tax.

IF THE ANNUITANT DIES ON OR AFTER AGE 75, BUT BEFORE AGE 85 AND BEFORE THE
MATURITY DATE, the Company will pay to the beneficiary a death benefit in an
amount equal to the greater of (1) the guaranteed death benefit as of the
annuitant's 75th birthday, plus additional purchase payments, minus surrenders
and applicable premium tax; or (2) the contract value less any applicable
premium tax and outstanding loans.

IF THE ANNUITANT DIES ON OR AFTER AGE 85 BUT BEFORE THE MATURITY DATE, the
Company will pay to the Beneficiary a death benefit equal to the contract value
less any applicable premium tax and outstanding loans.

30
<PAGE> 37

APPENDIX D
- --------------------------------------------------------------------------------

CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and
financial statements relating to The Travelers Insurance Company. A list of the
contents of the Statement of Additional Information is set forth below:

The Insurance Company
Principal Underwriter
Distribution and Management Agreement
Performance Information
Valuation of Assets
Federal Tax Considerations
Independent Accountants
Financial Statements

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Copies of the Statement of Additional Information dated May 1, 1998 (Form No.
L-12253S) are available without charge. To request a copy, please clip this
coupon on the dotted line, enter your name and address in the spaces provided
below, and mail to: The Travelers Insurance Company, Annuity Investor Services,
One Tower Square, Hartford, Connecticut 06183-9061.

Name:
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Address:
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